UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 Other Events.
As previously disclosed, on May 24, 2024, Innovative Industrial Properties, Inc. (the “Company”) and its operating partnership, IIP Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), entered into separate equity distribution agreements (collectively, as amended, the “Original Equity Distribution Agreements”) with each of BTIG, LLC, Jefferies LLC, Piper Sandler & Co., and Roth Capital Partners, LLC (or certain of their respective affiliates), in each case acting as sales agents, and in certain cases, as forward sellers and/or forward purchasers, pursuant to which the Company may offer and sell, from time to time, shares of (i) its common stock, $0.001 par value per share (the “Common Stock”) and (ii) its 9.00% Series A Cumulative Redeemable Preferred Stock, par value $0.001 per share (together with the Common Stock, the “Shares”), having an aggregate offering price of up to $500,000,000. The Original Equity Distribution Agreements provide that, in addition to the issuance and sale of the Shares through the sales agents, the Company may enter into forward sale agreements under separate master forward sale agreements (collectively, the “Original Master Forward Sale Agreements”) and related supplemental confirmations between the Company and a forward seller or its affiliate.
On May 13, 2025, the Company and the Operating Partnership entered into additional equity distribution agreements (the “Additional Equity Distribution Agreements”) with Stifel, Nicolaus & Company, Incorporated and A.G.P. / Alliance Global Partners (or certain of their respective affiliates), as additional sales agents, forward sellers, and/or forward purchasers, on substantially the same terms and conditions as the Original Equity Distribution Agreements (collectively with the Original Equity Distribution Agreements, the “Equity Distribution Agreements”). The Additional Equity Distribution Agreements provide that, in addition to the issuance and sale of the Shares through the sales agents, the Company may enter into forward sale agreements under separate master forward sale agreements and related supplemental confirmations between the Company and a forward seller or its affiliate, on substantially the same terms and conditions as the Original Master Forward Sale Agreements (collectively with the Original Master Forward Sale Agreements, the “Master Forward Sale Agreements”).
The Shares will be offered and sold pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-285148), which became effective upon filing with the Securities and Exchange Commission (“SEC”) on February 21, 2025, and the related prospectus supplement dated February 26, 2025, as supplemented by the prospectus supplement, dated May 13, 2025 (collectively, the “ATM Prospectus”). The ATM Prospectus may be further amended or supplemented from time to time. As of the date of this Current Report on Form 8-K, Shares having an aggregate offering price of approximately $479.8 million remain available for sale pursuant to the ATM Prospectus.
The foregoing descriptions of the Equity Distribution Agreements and Master Forward Sale Agreements and supplemental confirmations do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, which are filed as exhibits to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | Description of Exhibit | |
| 1.1 | Form of Equity Distribution Agreement (incorporated by reference to Current Report on Form 8-K filed with the SEC on May 24, 2024). | |
| 1.2 | Form of Master Forward Sale Agreement (incorporated by reference to Current Report on Form 8-K filed with the SEC on May 24, 2024). | |
| 104 | Cover Page Interactive Data File (embedded within the XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: May 13, 2025 | INNOVATIVE INDUSTRIAL PROPERTIES, INC. | |
| By: | /s/ David Smith | |
| Name: | David Smith | |
| Title: | Chief Financial Officer | |