Innovative Industrial Properties Inc 8-K, filed Sep 25, 2026
Innovative Industrial Properties Inc (IIPR)
About this 8-K
Innovative Industrial Properties Inc filed this 8-K on September 25, 2026.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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CURRENT REPORT
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| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Upon authorization of its board of directors, Innovative Industrial Properties, Inc. (the “Company”) filed Articles of Amendment (the “Articles of Amendment”) with the State Department of Assessments and Taxation of Maryland to amend the Company’s Second Articles of Amendment and Restatement (the “Charter”) to increase the total number of shares of stock that the Company has authority to issue from 100,000,000 shares to 175,000,000 shares, with the number of authorized shares of common stock, par value $0.001 per share, increasing from 50,000,000 to 100,000,000 and the number of authorized shares of preferred stock, par value $0.001 per share, increasing from 50,000,000 to 75,000,000, effective as of 12:01 a.m. Eastern Time on September 25, 2026. Under the Charter, the Company’s board of directors has the authority, without any action by the Company’s shareholders, to increase the number of shares of stock that the Company is authorized to issue.
A copy of the Articles of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description of Exhibit |
| 3.1 | Articles of Amendment to Second Articles of Amendment and Restatement of Innovative Industrial Properties, Inc. |
| 104 | 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.
| Date: September 25, 2026 | INNOVATIVE INDUSTRIAL PROPERTIES, INC. | |
| By: | /s/ David Smith | |
| Name: David Smith | ||
| Title: Chief Financial Officer | ||
Exhibit 3.1
Innovative
Industrial Properties, Inc.
ARTICLES OF AMENDMENT
Innovative Industrial Properties, Inc., a Maryland corporation (the “Company”) certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: The first two sentences of Section 5.1 of the Second Articles of Amendment and Restatement (the “Charter”) of the Company currently specify that (i) the total number of Shares that the Company shall have authority to issue, each with a par value of $0.001 per share, is 100,000,000 Shares, consisting of (a) 50,000,000 shares of common stock (the “Common Stock”) and (b) 50,000,000 shares of preferred stock (the “Preferred Stock”) and (ii) the aggregate par value of all authorized shares of stock having par value is $100,000.
SECOND: The Charter of the Company is hereby further amended, as of the Effective Time (as defined below), by deleting the first two sentences of Section 5.1 in their entirety and replacing them with the following:
“SECTION 5.1 AUTHORIZED SHARES. The total number of Shares that the Company shall have authority to issue, each with a par value of $0.001 per share, is 175,000,000 Shares, consisting of (a) 100,000,000 shares of common stock (the “Common Stock”) and (b) 75,000,000 shares of preferred stock (the “Preferred Stock”). The aggregate par value of all authorized shares of stock having par value is $175,000.”
THIRD: The total number of shares of stock which the Company has authority to issue immediately prior to the foregoing amendment is 100,000,000, consisting of 50,000,000 shares of Common Stock, par value $0.001 per share, and 50,000,000 shares of Preferred Stock, par value $0.001 per share. Immediately prior to the foregoing amendment, the aggregate par value of all authorized shares of stock having par value is $100,000.
FOURTH: The total number of shares of stock which the Company has authority to issue pursuant to the foregoing amendment is 175,000,000, consisting of 100,000,000 shares of Common Stock, par value $0.001 per share, and 75,000,000 shares of Preferred Stock, par value $0.001 per share.
FIFTH: The amendment to the Charter set forth above has been approved by a majority of the board of directors of the Company as required by the Maryland General Corporation Law. The amendment set forth herein is limited to changes expressly authorized to be made without action by the stockholders of the Company by, as applicable, (a) Section 2-105(a)(13) of the Maryland General Corporation Law and the Charter of the Company; or (b) Section 2-605 of the Maryland General Corporation Law.
SIXTH: The preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption, if any, of the Company’s classes of stock remain unchanged by these Articles of Amendment.
SEVENTH: The information required by Section 2-607(b)(2)(i) of the Maryland General Corporation Law was not changed by the foregoing amendment.
EIGHTH: These Articles of Amendment shall become effective at 12:01 a.m. EDT on September 25, 2026 (the “Effective Time”).
NINTH: The undersigned officer of the Company acknowledges these Articles of Amendment to be the corporate act of the Company, and as to all matters or facts required to be verified under oath, the undersigned officer acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
[Signature Page Follows]
2
IN WITNESS WHEREOF, the Company has caused these Articles of Amendment to be executed in its name and on its behalf by its Chief Executive Officer and attested to by its Chief Operating Officer and Secretary on this 23rd day of September, 2026.
| INNOVATIVE INDUSTRIAL PROPERTIES, INC. | ||
| By: | /s/ Paul E. Smithers | |
| Paul E. Smithers, Chief Executive Officer and President | ||
| Attest: | ||
| By: | /s/ Catherine Hastings | |
Catherine Hastings, Chief Operating Officer and Secretary | ||