Innovative Industrial Properties Inc 8-K, filed Oct 27, 2026
Innovative Industrial Properties Inc (IIPR)
About this 8-K
Innovative Industrial Properties Inc filed this 8-K on October 27, 2026, reporting on events of October 21, 2026.
Innovative Industrial Properties, Inc., through IIP Operating Partnership, LP, amended its secured revolving credit facility on October 21, 2026, extending maturity from October 23, 2026 to January 21, 2027; $62.5 million was outstanding as of October 21, 2026. AI summary
Items reported
- Item 1.01: Entered into a material agreement
- Item 2.03: New debt or off-balance-sheet obligation
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction of Incorporation) |
(Commission File No.) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (
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 (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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. ¨
Securities Registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Item 1.01 Entry into a Material Definitive Agreement.
Amendment Number Six to Loan Agreement
On October 21, 2026, Innovative Industrial Properties, Inc. (the “Company”), through its operating partnership, IIP Operating Partnership, LP (“IIP OP”), entered into Amendment Number Six to Loan Agreement (the “Sixth Amendment”), by and among IIP OP, as borrower, East West Bank, as agent (in such capacity, the “Agent”) and a lender, and the other financial institutions party thereto as lenders (collectively with the Agent, the “Lenders”), which amends the Loan Agreement, dated as of October 23, 2023 (as previously amended, the “Loan Agreement”), governing IIP OP’s secured revolving credit facility.
The Sixth Amendment extends the maturity date of the Loan Agreement from October 23, 2026 to January 21, 2027. In connection with the Sixth Amendment, IIP OP paid the Lenders an extension fee. Other than the extension of the maturity date, the Sixth Amendment does not modify the aggregate commitments, interest rate, borrowing base or covenants under the Loan Agreement, which remain in full force and effect.
A description of the material terms of the Loan Agreement is included under Item 2.03 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on October 2, 2025 (the “October 2025 8-K”), and such description is incorporated herein by reference, except that the maturity date of the Loan Agreement is now January 21, 2027, as described above. As of October 21, 2026, $62.5 million, in aggregate principal amount, was outstanding under the Loan Agreement.
The foregoing description of the Sixth Amendment is not complete and is qualified in its entirety by reference to the full text of the Sixth Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Loan Agreement is qualified in its entirety by reference to the full text of the Loan Agreement, a copy of which was filed as Exhibit 10.4 to the October 2025 8-K and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | Description of Exhibit | |
| 10.1 | Amendment Number Six to Loan Agreement, dated as of October 21, 2026, by and among IIP Operating Partnership, LP, as borrower, East West Bank, as agent and a lender, and the other lenders party thereto. | |
| 104 | Cover Page Interactive Data File (embedded within the XBRL document). |
Forward-Looking Statements
This Current Report on Form 8-K contains statements that the Company believes to be “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than historical facts are forward-looking statements. When used in this report, words such as the Company or IIP OP “expects,” “intends,” “plans,” “estimates,” “anticipates,” “believes” or “should” or the negative thereof or similar terminology are generally intended to identify forward-looking statements, and they include, but are not limited to, statements regarding the Company’s ability to repay, refinance, further extend or replace the Loan Agreement on or prior to its maturity date and the Company’s anticipated sources of liquidity. These forward-looking statements are based on current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in, or implied by, such statements. Factors that could cause results to differ from those projected or assumed in any forward-looking statement include, but are not limited to, the risk factors discussed in the Company’s most recent Annual Report on Form 10-K for the year ended December 31, 2025, as updated by the Company’s subsequent reports filed with the SEC. Investors should not place undue reliance upon forward-looking statements. The Company disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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: October 27, 2026 | INNOVATIVE INDUSTRIAL PROPERTIES, INC. | |
| By: | /s/ David Smith | |
| Name: | David Smith | |
| Title: | Chief Financial Officer | |
Exhibit 10.1
AMENDMENT
NUMBER SIX
TO LOAN AGREEMENT
This AMENDMENT NUMBER SIX TO LOAN AGREEMENT (this “Amendment”), dated as of October 21, 2026, is entered into by and among IIP Operating Partnership, LP, a Delaware limited partnership (the “Company”; together with any other Person that joins the Loan Agreement (as defined below) as a Borrower in accordance with the terms thereof are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), the financial institutions party to the Loan Agreement (as defined below) from time to time as Lenders, and East West Bank (“EWB”), as agent for the Lenders (in such capacity, “Agent”). Capitalized terms not otherwise defined herein are defined in the Loan Agreement (as defined below).
RECITALS
A. The Company, Agent, and Lenders are parties to that certain Loan Agreement, dated as of October 23, 2023 (as amended, restated, amended and restated, supplemented, extended, or otherwise modified in writing from time to time, the “Loan Agreement”).
B. Borrowers and Lenders, which constitute all Lenders under the Loan Agreement as required under Section 14.1.1(c)(iii), desire to amend and supplement the Loan Agreement as set forth below.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
I. AMENDMENT TO THE LOAN AGREEMENT.
A. Section 1.1 of the Loan Agreement is hereby amended by amending and restating the defined term “Maturity Date” in its entirety, to read as follows:
“Maturity Date”: means January 21, 2027.
II. CONDITIONS TO EFFECTIVENESS. The effectiveness of this Amendment set forth herein is subject to the satisfaction of the following conditions precedent:
A. Agent shall have received fully executed copies of the following documents:
1. this Amendment; and
2. that certain Reaffirmation of Guaranty, dated as of the date hereof, executed by the Guarantors;
B. Borrowers shall pay all fees, as and when such fees become due and owing, as set forth in the fee letter executed by Borrowers in connection with this Amendment (“Amendment Fee Letter”).
III. EXTENSION-RELATED WAIVER. Agent and the Lenders hereby waive any default interest or fees arising solely as a result of the occurrence of the Maturity Date prior to the effectiveness of this Amendment; provided that the foregoing shall not waive or otherwise affect the extension fee payable pursuant to the Amendment Fee Letter. The limited waiver set forth herein shall be limited precisely as written and shall not be deemed to (i) be any other amendment, waiver, consent, or modification of any term or condition of the Loan Agreement or any other Loan Document, or (ii) prejudice any right or remedy which Agent or the Lenders may now or in the future have under or in connection with the Loan Agreement or any other Loan Document. The limited waiver set forth herein shall not excuse any other or future non-compliance with the Loan Agreement or any other Loan Document and shall not be a practical construction, course of dealing, course of conduct or course of performance under the Loan Agreement or under any other Loan Document. Each Borrower hereby acknowledges and reaffirms (i) all of its obligations and duties under the Loan Documents, and (ii) that Agent, for the ratable benefit of the Lenders, has and shall continue to have valid, perfected Liens in the Collateral, subject to the terms of the Loan Documents.
IV. MISCELLANEOUS.
A. Representations and Warranties. Each Borrower hereby affirms to Agent and Lenders that all of such Borrower’s representations and warranties set forth in the Loan Agreement are true, complete and accurate in all respects as of the date hereof.
B. Reference to Loan Agreement. The Loan Agreement, each of the Loan Documents, and any and all other agreements, documents or instruments now or hereafter executed and delivered pursuant to the terms hereof, or pursuant to the terms of the Loan Agreement as amended hereby, are hereby amended so that any reference therein to the Loan Agreement shall mean a reference to the Loan Agreement as amended hereby.
C. Loan Agreement Remains in Effect. The Loan Agreement and the Loan Documents, as amended hereby, remain in full force and effect and each Borrower ratifies and confirms its agreements and covenants contained therein. Each Borrower hereby confirms that no Event of Default or Default exists.
D. Severability. Any provision of this Amendment held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this Amendment and the effect thereof shall be confined to the provision so held to be invalid or unenforceable.
E. Headings. The headings, captions, and arrangements used in this Amendment are for convenience only and shall not affect the interpretation of this Amendment.
F. NO ORAL AGREEMENTS. THIS AMENDMENT, TOGETHER WITH THE OTHER LOAN DOCUMENTS AS WRITTEN, REPRESENTS THE FINAL AGREEMENT AMONG AGENT, LENDERS, AND OBLIGORS AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG AGENT, LENDERS, AND OBLIGORS.
G. COUNTERPARTS; EXECUTION, CHOICE OF LAW, VENUE, JURY TRIAL WAIVER AND JUDICIAL REFERENCE. THIS AMENDMENT SHALL BE SUBJECT TO THE PROVISIONS REGARDING EXECUTION, CHOICE OF LAW AND VENUE, JURY TRIAL WAIVER, AND JUDICIAL REFERENCE SET FORTH IN SECTIONS 14.8, 14.13, 14.14, AND 14.15 OF THE LOAN AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS.
[Remainder of this page intentionally left blank. Signature pages follow.]
| 2 |
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by its authorized officers as of the day and year first above written.
| AGENT AND LENDERS: | ||
| East West Bank, | ||
| as Agent and a Lender | ||
| By: | /s/ Martin Kriegler | |
| Name: Martin Kriegler | ||
| Title: Senior Vice President | ||
Amendment Number Six to Loan Agreement
| Hanover Community Bank, | ||
| as a Lender | ||
| By: | /s/ Matthew Crennan | |
| Name: Matthew Crennan | ||
| Title: Director of Commercial Credit, SVP | ||
Amendment Number Six to Loan Agreement
| First Fidelity Bank, | ||
| as a Lender | ||
| By: | /s/ James W. Finch | |
| Name: James W. Finch | ||
| Title: Executive Vice President | ||
Amendment Number Six to Loan Agreement
| Banc of California, | ||
| as a Lender | ||
| By: | /s/ Peter Winfield | |
| Name: Peter Winfield | ||
| Title: Senior Vice President | ||
Amendment Number Six to Loan Agreement
| BORROWER: | |||
| IIP Operating Partnership, LP, | |||
| a Delaware limited partnership | |||
| By: | Innovative Industrial Properties, Inc., | ||
| Its General Partner | |||
| By: | /s/ David Smith | ||
| Name: David Smith | |||
| Title: Chief Financial Officer | |||
Amendment Number Six to Loan Agreement