8-K
INNOVATIVE INDUSTRIAL PROPERTIES INC (IIPR)
UNITED STATES
SECURITIES ANDEXCHANGE COMMISSION
WASHINGTON,D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant toSection 13 or 15(d)
of the SecuritiesExchange Act of 1934
Dateof Report (Date of earliest event reported): January 28, 2025
Innovative IndustrialProperties, Inc.
(Exact nameof registrant as specified in its charter)
| Maryland | 001-37949 | 81-2963381 |
|---|---|---|
| (State or Other Jurisdiction<br><br> <br>of Incorporation) | (Commission<br><br> <br>File No.) | (I.R.S. Employer<br><br> <br>Identification No.) |
1389 CenterDrive, Suite 200
Park City, UT84098
(Address ofprincipal executive offices, including zip code)
Registrant’s
telephone number, including area code: (858) 997-3332
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<br> to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under<br>the Exchange Act (17 CFR 240.13e-4(c)) |
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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. ¨
Securities Registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on<br><br>which registered |
|---|---|---|
| Common Stock, par value $0.001 per share | IIPR | New York Stock Exchange |
| Series A Preferred Stock, par value $0.001 per share | IIPR-PA | New York Stock Exchange |
Item 7.01Regulation FD Disclosure.
On January 30, 2025, Innovative Industrial Properties, Inc. (the “Company”) announced that it has reached an agreement with PharmaCann Inc. and its affiliates (collectively, PharmaCann) to resolve PharmaCann’s existing defaults under leases for eleven properties that the Company owns, previously announced by the Company on December 20, 2024. A copy of the press release is attached hereto as Exhibit 99.1.
The information in this Form 8-K and Exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements andExhibits.
| (d) | Exhibits |
|---|---|
| ExhibitNumber | Description of Exhibit |
| --- | --- |
| 99.1 | Press release of the Company, dated January 30, 2025. |
| 104 | Cover Page Interactive Data File (embedded within the Inline<br>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: January 30, 2025 | INNOVATIVE INDUSTRIAL PROPERTIES, INC. | |
|---|---|---|
| By: | /s/ David Smith | |
| Name: | David Smith | |
| Title: | Chief Financial Officer |
Exhibit 99.1
Innovative Industrial Properties Reports Resolutionto Default by PharmaCann
SAN DIEGO, CA – January 30, 2025 – Innovative Industrial Properties, Inc. (IIP), the first and only real estate company on the New York Stock Exchange (NYSE: IIPR) focused on the regulated U.S. cannabis industry, announced today that it has reached an agreement with PharmaCann Inc. and its affiliates (collectively, PharmaCann) to resolve PharmaCann’s existing defaults under leases for eleven properties that the Company owns (collectively, the “Leases”), previously announced by IIP on December 20, 2024.
The key terms of the agreement between PharmaCann and IIP are as follows:
| · | IIP fully utilized security deposits held by it under all Leases for the payment in full of defaulted<br>rent for December 2024 and January 2025 and certain penalties. |
|---|---|
| · | IIP entered into amendments with PharmaCann with respect to nine of the Leases for properties located<br>in New York, Illinois, Pennsylvania, Ohio, and Colorado as follows: |
| --- | --- |
| o | Increased the total required security deposits, which will be paid pro-rata over thirty-six months commencing<br>February 1, 2027. |
| --- | --- |
| o | Reduced cumulative total base rent from $2.8 million per month to $2.6 million per month, with cash rent<br>payments commencing February 1, 2025. |
| --- | --- |
| · | IIP entered into amendments with PharmaCann with respect to two of the Leases for cultivation properties<br>in Michigan and Massachusetts, as follows: |
| --- | --- |
| o | PharmaCann will work with IIP to transition the properties to new tenant(s) by contributing the licenses,<br>subject to regulatory requirements, and providing other support as requested by IIP. |
| --- | --- |
| o | If the properties have not been transitioned to new tenant(s) by August 1, 2025, IIP will regain full<br>control and PharmaCann will have no further obligations under the Leases for these properties |
| --- | --- |
| o | Monthly base rent of $1.3 million will be abated in full effective February 1, 2025. |
| --- | --- |
| · | In consideration of IIP entering into the Lease amendments described above: |
| --- | --- |
| o | Additional equity capital is being contributed to PharmaCann by certain of PharmaCann’s current<br>investors. |
| --- | --- |
| o | PharmaCann issued an interest-bearing, secured promissory note to IIP (the “Note”), which<br>matures February 1, 2035 (or earlier upon a change of control or certain other events). The Note is junior to PharmaCann’s existing<br>senior secured facility and is secured by all of PharmaCann’s assets, including licenses, where allowed by law. |
| --- | --- |
| o | PharmaCann agreed that, except for refinancing the existing senior secured credit facility and the additional<br>equity investments, it may not incur additional indebtedness without IIP’s consent until full repayment of the Note or its cancellation. |
| --- | --- |
| · | If PharmaCann is not able to refinance its existing senior secured credit facility maturing June 30, 2025,<br>all modifications to the Leases described herein will immediately be null and void and the Leases will revert to the terms in effect as<br>of January 1, 2025 and the Note will be cancelled. |
| --- | --- |
The transactions described above, including the amendments to the Leases, became effective on January 28, 2025. Effective as of such date and excluding the Leases for the Michigan and Massachusetts cultivation properties, IIP leases to PharmaCann nine properties in five states, comprised of 434,000 square feet and representing total invested and committed capital of approximately $223 million, inclusive of the unfunded tenant improvement allowance in the New York cultivation lease.
About Innovative Industrial Properties
Innovative Industrial Properties, Inc. is a self-advised Maryland corporation focused on the acquisition, ownership and management of specialized industrial properties leased to experienced, state-licensed operators for their regulated cannabis facilities. Innovative Industrial Properties, Inc. has elected to be taxed as a real estate investment trust, commencing with the year ended December 31, 2017. Additional information is available at www.innovativeindustrialproperties.com.
Innovative Industrial Properties Forward-LookingStatements
This press release contains statements thatIIP believes to be “forward-looking statements” within the meaning of the safe harbor provisions of the Private SecuritiesLitigation Reform Act of 1995. All statements other than historical facts, including, without limitation, statements regarding PharmaCann’sobservance of the amended terms of the Leases, including payment of rent and replenishment of security deposits; IIP’s ability tore-lease its cultivation properties in Michigan and Massachusetts that are currently leased to PharmaCann and PharmaCann’s assistancewith such process; IIP’s receipt of any payments under the Note, are forward-looking statements. When used in this press release,words such as IIP “expects,” “intends,” “plans,” “estimates,” “anticipates,” “believes” or “should” or the negative thereof or similar terminology are generally intended to identify forward-lookingstatements. Such forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materiallyfrom those expressed in, or implied by, such statements. Investors should not place undue reliance upon forward-looking statements. IIPdisclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events orotherwise.
IIP Contact:
David Smith
Chief Financial Officer
Innovative Industrial Properties, Inc.
(858) 997-3332