GIPR 8-K/A
Generation Income Properties, Inc. (GIPR)
A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 17, 2025
(Exact Name of Registrant as Specified in its Charter)
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(State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number, including area code:
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Explanatory Note
This Current Report on Form 8-K/A (the “Amendment”) amends the Current Report on Form 8-K filed by Generation Income Properties, Inc. (the “Company”) with the Securities and Exchange Commission (the “SEC”) on November 5, 2025 (the “Original 8-K”), which reported under Item 2.01 the completion of the disposition of the Company’s former Irby Construction-occupied industrial property located at 702 Tillman Place in Plant City, Florida (the “Plant City Property”), completed on October 30, 2025.
The Original 8-K disclosed the sale of the Plant City Property for $1,950,000 in cash, subject to customary prorations and adjustments. At the time of filing the Original 8-K, the financial statements and pro forma financial information required by Item 9.01 of Form 8-K were not included.
This Amendment is being filed to provide the financial statements and pro forma financial information required by Item 9.01 of Form 8-K relating to the disposition of the Plant City Property. Except as set forth herein, this Amendment does not amend, modify, or update any other disclosures contained in the Original 8-K.
Item 9.01 Financial Statements and Exhibits
(b) Pro Forma Financial Information.
The unaudited pro forma condensed consolidated financial statements of the Company giving effect to the disposition of the Plant City Property are filed as Exhibit 99.1 to this Amendment and are incorporated herein by reference.
The unaudited pro forma condensed consolidated financial statements are presented for informational purposes only and do not purport to represent what the Company’s financial position or results of operations would have been had the disposition occurred on the dates indicated, nor are they necessarily indicative of future financial position or results of operations.
(c) Exhibits
Exhibit No. |
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Description |
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104 |
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Cover Page Interactive Data File (embedded within the Inline 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.
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GENERATION INCOME PROPERTIES, INC. |
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Date: February 23, 2026 |
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By: |
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/s/ Ron Cook |
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Ron Cook |
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VP Finance and Accounting |
1
Exhibit 99.1
Generation Income Properties Inc.
Overview of Unaudited Pro Forma Consolidated Financial Statements
The following unaudited pro forma condensed consolidated financial information of Generation Income Properties, Inc. (the “Company”) gives effect to the disposition of the Company’s property located at 702 Tillman Place in Plant City, Florida (the “Plant City Property”), as described in the Company’s Current Report on Form 8-K to which this Exhibit 99.1 is attached.
The unaudited pro forma condensed consolidated balance sheet as of September 30, 2025 gives effect to the disposition as if it had occurred on September 30, 2025. The unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2025 and for the year ended December 31, 2024 give effect to the disposition as if it had occurred on January 1, 2024.
The unaudited pro forma condensed consolidated financial information has been prepared in accordance with Article 11 of Regulation S-X and is based on the Company’s historical consolidated financial statements and related notes included in the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2025 and the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
The unaudited pro forma condensed consolidated financial information reflects adjustments that are directly attributable to the disposition and factually supportable. The adjustments reflected in the unaudited pro forma condensed consolidated statements of operations are also expected to have a continuing impact on the Company’s results of operations. The pro forma adjustments include, among other things:
The unaudited pro forma condensed consolidated financial information has been prepared for illustrative purposes only and does not purport to represent what the Company’s financial position or results of operations would have been had the disposition occurred on the dates indicated. The unaudited pro forma condensed consolidated financial information also should not be considered representative of the Company’s future financial position or results of operations.
The unaudited pro forma condensed consolidated financial information should be read in conjunction with the accompanying notes and the Company’s historical consolidated financial statements and related notes incorporated by reference herein.
Generation Income Properties, Inc. |
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Unaudited Pro Forma Condensed Consolidated Balance Sheet |
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As of September 30, 2025 |
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Pro Forma |
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Historical |
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Adjustments |
Pro Forma |
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(unaudited) |
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(unaudited) |
(unaudited) |
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Assets |
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Investments in real estate |
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Land |
$ |
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20,055,577 |
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$ |
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- |
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$ |
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20,055,577 |
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Building and site improvements |
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67,133,859 |
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- |
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67,133,859 |
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Acquired tenant improvements |
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2,434,465 |
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- |
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2,434,465 |
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Acquired lease intangible assets |
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9,444,402 |
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- |
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9,444,402 |
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Less: accumulated depreciation and amortization |
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(14,065,544 |
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- |
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(14,065,544 |
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Net real estate investments |
$ |
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85,002,759 |
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$ |
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- |
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$ |
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85,002,759 |
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Cash and cash equivalents |
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247,288 |
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(235 |
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247,053 |
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Restricted cash |
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34,500 |
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- |
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34,500 |
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Deferred rent asset |
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382,377 |
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- |
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382,377 |
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Prepaid expenses |
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362,681 |
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(17,894 |
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344,787 |
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Accounts receivable |
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6,144 |
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- |
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6,144 |
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Escrow deposits and other assets |
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675,298 |
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(2,205 |
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673,093 |
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Held for sale assets |
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10,726,355 |
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(1,625,764 |
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9,100,591 |
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Right-of-use asset, net |
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6,008,618 |
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- |
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6,008,618 |
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Total Assets |
$ |
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103,446,020 |
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$ |
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(1,646,099 |
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$ |
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101,799,921 |
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Liabilities and Equity |
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Liabilities |
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Accounts payable |
$ |
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611,408 |
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$ |
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(53,590 |
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557,818 |
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Accrued expenses |
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1,971,367 |
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(239,397 |
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1,731,970 |
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Accrued expense - related party |
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949,026 |
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- |
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949,026 |
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Acquired lease intangible liabilities, net |
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1,445,993 |
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- |
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1,445,993 |
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Insurance payable |
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128,838 |
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- |
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128,838 |
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Deferred rent liability |
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173,658 |
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- |
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173,658 |
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Lease liability, net |
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6,503,013 |
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- |
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6,503,013 |
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Loan payable - related party |
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7,614,689 |
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- |
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7,614,689 |
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Mortgage loans, net of unamortized debt issuance costs and debt discount |
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54,587,784 |
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(856,622 |
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53,731,162 |
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Derivative liabilities |
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534,198 |
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- |
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534,198 |
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Total liabilities |
$ |
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74,519,974 |
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$ |
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(1,149,609 |
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$ |
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73,370,365 |
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Redeemable Non-Controlling Interests |
$ |
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32,459,949 |
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$ |
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(800,836 |
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$ |
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31,659,113 |
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Stockholders' Equity |
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Common stock, $0.01 par value, 100,000,000 shares authorized; 5,443,188 shares issued and outstanding at September 31, 2025. |
$ |
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54,431 |
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$ |
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- |
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$ |
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54,431 |
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Additional paid-in capital |
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29,277,797 |
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- |
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29,277,797 |
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Accumulated deficit |
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(33,258,992 |
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304,346 |
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(32,954,646 |
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Total Generation Income Properties, Inc. Stockholders' Equity |
$ |
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(3,926,764 |
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$ |
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304,346 |
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$ |
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(3,622,418 |
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Non-Controlling Interest |
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392,861 |
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- |
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392,861 |
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Total equity |
$ |
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(3,533,903 |
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$ |
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304,346 |
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$ |
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(3,229,557 |
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Total Liabilities and Equity |
$ |
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103,446,020 |
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$ |
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(1,646,099 |
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$ |
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101,799,921 |
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Generation Income Properties, Inc. |
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Unaudited Pro Forma Condensed Consolidated Statement of Operations |
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For the Nine Months Ended September 30, 2025 |
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Pro Forma |
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Historical |
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Adjustments |
Pro Forma |
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(unaudited) |
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(unaudited) |
(unaudited) |
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Revenue |
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Rental income |
$ |
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7,248,050 |
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$ |
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(676,749 |
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$ |
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6,571,301 |
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Other income |
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35,924 |
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(180 |
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35,744 |
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Total revenue |
$ |
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7,283,974 |
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$ |
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(676,929 |
) |
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$ |
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6,607,045 |
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Expenses |
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General and administrative expense |
$ |
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1,643,464 |
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$ |
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(4,902 |
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$ |
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1,638,562 |
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Building expenses |
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1,975,060 |
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(207,061 |
) |
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1,767,999 |
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Depreciation and amortization |
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3,844,454 |
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(441,785 |
) |
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3,402,669 |
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Interest expense, net |
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4,429,454 |
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(300,263 |
) |
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4,129,191 |
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Compensation Costs |
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939,670 |
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- |
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939,670 |
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Total expenses |
$ |
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12,832,102 |
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$ |
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(954,011 |
) |
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$ |
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11,878,091 |
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Operating loss |
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(5,548,128 |
) |
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(277,082 |
) |
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(5,825,210 |
) |
Other expense |
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(286 |
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- |
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(286 |
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Loss on derivative valuation |
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(427,081 |
) |
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- |
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(427,081 |
) |
Dead deal expense |
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(35,160 |
) |
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- |
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(35,160 |
) |
Loss on extinguishment of debt |
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(926,398 |
) |
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- |
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(926,398 |
) |
(Loss) gain on sale of property |
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(44,782 |
) |
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41,171 |
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(3,611 |
) |
Net loss |
$ |
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(6,981,835 |
) |
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$ |
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(235,911 |
) |
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$ |
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(7,217,746 |
) |
Less: Net income attributable to non-controlling interests |
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2,999,612 |
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- |
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2,999,612 |
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Net loss attributable to Generation income Properties, Inc. |
$ |
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(9,981,447 |
) |
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$ |
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(235,911 |
) |
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$ |
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(10,217,358 |
) |
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Total Weighted Average Shares of Common Stock Outstanding - Basic & Diluted |
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5,443,188 |
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5,443,188 |
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Basic & Diluted Loss Per Share Attributable to Common Stockholders |
$ |
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(1.83 |
) |
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$ |
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(1.88 |
) |
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Generation Income Properties, Inc. |
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Unaudited Pro Forma Condensed Consolidated Statement of Operations |
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For the Twelve Months Ended December 31, 2024 |
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Pro Forma |
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Historical |
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Adjustments |
Pro Forma |
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(unaudited) |
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(unaudited) |
(unaudited) |
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Revenue |
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Rental income |
$ |
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9,510,791 |
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$ |
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(676,749 |
) |
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$ |
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8,834,042 |
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Other income |
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251,845 |
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(180 |
) |
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|
251,665 |
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Total revenue |
$ |
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9,762,636 |
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$ |
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(676,929 |
) |
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$ |
|
9,085,707 |
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Expenses |
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General and administrative expense |
$ |
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2,109,271 |
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$ |
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(4,902 |
) |
|
$ |
|
2,104,369 |
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Building expenses |
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2,673,624 |
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(229,036 |
) |
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2,444,588 |
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Depreciation and amortization |
|
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4,765,203 |
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(441,785 |
) |
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4,323,418 |
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Interest expense, net |
|
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4,286,546 |
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(300,263 |
) |
|
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3,986,283 |
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Compensation Costs |
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1,060,336 |
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- |
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|
1,060,336 |
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Total expenses |
$ |
|
14,894,980 |
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$ |
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(975,985 |
) |
|
$ |
|
13,918,995 |
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Operating loss |
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(5,132,344 |
) |
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(299,057 |
) |
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(5,431,401 |
) |
Other expense |
|
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- |
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|
- |
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|
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- |
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Gain on derivative valuation |
|
|
372,573 |
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- |
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|
372,573 |
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Dead deal expense |
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(35,873 |
) |
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- |
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(35,873 |
) |
Loss on held for sale valuation |
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(77,244 |
) |
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- |
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(77,244 |
) |
Net loss |
$ |
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(4,872,888 |
) |
|
$ |
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(299,057 |
) |
|
$ |
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(5,171,945 |
) |
Less: Net income attributable to non-controlling interests |
|
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3,476,599 |
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- |
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|
3,476,599 |
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Net loss attributable to Generation income Properties, Inc. |
$ |
|
(8,349,487 |
) |
|
$ |
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(299,057 |
) |
|
$ |
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(8,648,544 |
) |
Less: Preferred stock dividends |
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95,000 |
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Net loss attributable to common shareholders |
$ |
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(8,444,487 |
) |
|
$ |
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(299,057 |
) |
|
$ |
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(8,648,544 |
) |
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Total Weighted Average Shares of Common Stock Outstanding - Basic & Diluted |
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5,443,188 |
|
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5,443,188 |
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Basic & Diluted Loss Per Share Attributable to Common Stockholders |
$ |
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(1.55 |
) |
|
|
|
|
|
$ |
|
(1.59 |
) |
|
|
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Generation Income Properties Inc.
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
Note 1 – Basis of Presentation
The unaudited pro forma condensed consolidated financial statements are presented in accordance with Article 11 of Regulation S-X and give effect to the disposition of the Plant City Property as described in the accompanying Overview of Unaudited Pro Forma Condensed Consolidated Financial Statements.
The unaudited pro forma condensed consolidated balance sheet as of September 30, 2025 is presented as if the disposition occurred on that date. The unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2025 and for the year ended December 31, 2024 are presented as if the disposition occurred on January 1, 2024.
The pro forma adjustments are based on currently available information and assumptions that management believes are reasonable.
The unaudited pro forma condensed consolidated financial statements are presented for informational purposes only and are not necessarily indicative of what the Company’s consolidated financial position or results of operations would have been had the disposition been completed on the dates assumed, nor are they necessarily indicative of future consolidated financial condition, results of operations, or cash flows.
Note 2 – Pro Forma Adjustments
The following pro forma adjustments reflect the disposition of the Plant City Property.
(a) Removal of Net Real Estate Assets and Related Equity Impact
Represents the removal of the historical carrying value of the Plant City Property, including land, building and improvements, tenant improvements, and accumulated depreciation. The resulting difference between the net book value and the estimated sales proceeds, net of estimated closing costs and other transaction-related adjustments, is reflected as an adjustment to retained earnings within stockholders’ equity in the unaudited pro forma condensed consolidated balance sheet.
(b) Removal of Property-Level Indebtedness
Represents the removal of mortgage debt secured by the Plant City Property that was repaid in connection with the disposition, including the elimination of any unamortized deferred financing costs associated with the extinguished debt.
(c) Recognition of Estimated Net Cash Proceeds
Represents the recognition of estimated net cash proceeds received from the disposition of the Plant City Property after repayment of property-level indebtedness, payment of transaction costs, and customary closing adjustments.
(d) Removal of Historical Operating Results
Represents the elimination of rental revenues, property operating expenses, and depreciation and amortization associated with the Plant City Property for the nine months ended September 30, 2025 and for the year ended December 31, 2024, as the pro forma financial statements assume the disposition occurred on January 1, 2024.
(e) Removal of Interest Expense Associated with Property-Level Debt
Represents the elimination of interest expense associated with the mortgage debt secured by the Plant City Property for the nine months ended September 30, 2025, as such debt was repaid in connection with the disposition.