Generation Income Properties Files 8-K

TL;DR

GIPR filed an 8-K on June 27th for a material agreement and equity sales.

AI Summary

On June 27, 2024, Generation Income Properties, Inc. entered into a material definitive agreement and reported unregistered sales of equity securities. The company, incorporated in Maryland with its principal executive offices in Tampa, Florida, filed this 8-K report on July 2, 2024.

Why It Matters

This filing indicates significant corporate actions, including the execution of a material agreement and the issuance of equity, which could impact the company's financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing involves a material definitive agreement and unregistered sales of equity, which can introduce financial and regulatory risks.

Key Numbers

• 001-40771 — SEC File Number (Identifies the company's filing history with the SEC.)
• 47-4427295 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• GENERATION INCOME PROPERTIES, INC. (company) — Registrant
• June 27, 2024 (date) — Date of earliest event reported
• July 2, 2024 (date) — Filing date
• Maryland (jurisdiction) — State of Incorporation
• Tampa, Florida (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share GIPR The Nasdaq Stock Mar
• $5.00 — Series A Preferred Units at a price of $5.00 per unit for an aggregate purchase pric
• $2,500,000 — million five hundred thousand dollars ($2,500,000) in cash. The Purchaser will be paid cu
• $0.325 — ive cash distributions in the amount of $0.325 per Series A Preferred Unit per year (t
• $5.15 — 2) years for cash in an amount equal to $5.15 per Series A Preferred Unit plus any ac

Filing Documents

• gipr-20240627.htm (8-K) — 64KB
• gipr-ex4_1.htm (EX-4.1) — 86KB
• gipr-ex10_1.htm (EX-10.1) — 82KB
• 0000950170-24-080020.txt ( ) — 420KB
• gipr-20240627.xsd (EX-101.SCH) — 59KB
• gipr-20240627_htm.xml (XML) — 6KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Agreements with JCWC Funding, LLC On June 27, 2024, Generation Income Properties L.P. (the " Operating Partnership "), the operating partnership of Generation Income Properties, Inc. (the " Company "), entered into a Fourth Amendment to the Amended and Restated Limited Partnership Agreement of the Operating Partnership (the " LPA Amendment "), pursuant to which the Company, as the general partner of the Operating Partnership, admitted a new member, JCWC Funding, LLC (the " Purchaser "), through the issuance to Purchaser of membership interests in the form of Series A Redeemable Preferred Units (the " Series A Preferred Units "). Also on June 27, 2024, the Operating Partnership and the Purchaser entered into a Unit Purchase Agreement (the " Unit Purchase Agreement ") pursuant to which the Operating Partnership issued and sold to the Purchaser 500,000 Series A Preferred Units at a price of $5.00 per unit for an aggregate purchase price of two million five hundred thousand dollars ($2,500,000) in cash. The Purchaser will be paid cumulative cash distributions in the amount of $0.325 per Series A Preferred Unit per year (the " Series A Preferred Return "). The Series A Preferred Return shall be payable monthly in arrears, on or about the 15th day of each month. Each of the Purchaser and the Operating Partnership will have the right to cause the Operating Partnership to redeem the Series A Preferred Units after two (2) years for cash in an amount equal to $5.15 per Series A Preferred Unit plus any accrued but unpaid Series A Preferred Return (the " Redemption Price "), provided that the Operating Partnership may (with the prior written consent of the Purchaser) cause the Redemption Price to be satisfied by the issuance of a number of shares of common stock of the Company equal to the number of Series A Preferred Units being redeemed multiplied by 1.03 plus any accrued but unpaid Series A Preferred Return. If the

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information set forth under Item 1.01 above is incorporated herein by reference. The Series A Preferred Units issued to the Purchaser (together with the common stock of the Company, if any, issuable upon the redemption of the Series A Preferred Units) will be issued, solely to "accredited investors," as such term is defined in the Securities Act of 1933, as amended (the " Securities Act ") and in reliance on the exemption from registration afforded by Section 4(a)(2) and Regulation D (Rule 506) under the Securities Act and corresponding provisions of state securities laws. Accordingly, the issuance of such securities was not and is not registered under the Securities Act, and until registered, these securities may not be offered or sold in the United States absent registration or availability of an applicable exemption from registration. (d) Exhibits . Exhibit No. Description 4.1 Fourth Amendment to Amended and Restated Limited Partnership Agreement of Generation Income Properties, L.P., dated June 27, 2024. 10.1 Unit Purchase Agreement, dated June 27, 2024, by and between Generation Income Properties, L.P. and JCWC Funding, LLC. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 1

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K may contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainty. Words such as "anticipate," "estimate," "expect," "intend," "plan," and "project" and other similar words and expressions are intended to signify forward-looking statements. Forward-looking statements are not guarantees of future results and conditions but rather are subject to various risks and uncertainties. Such statements are based on management's current expectations and are subject to a number of risks and uncertainties, many of which are beyond management's control, that could cause actual results to differ materially from those described in the forward-looking statements, as well as risks relating to general economic conditions, market conditions, interest rates, and other factors. Investors are cautioned that there can be no assurance actual results or business conditions will not differ materially from those projected or suggested in such forward-looking statements as a result of various factors. Please refer to the risks detailed from time to time in the reports we file with the SEC, including the Company's Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC, as well as other filings on Form 10-Q and periodic filings on Form 8-K, for additional factors that could cause actual results to differ materially from those stated or implied by such forward-looking statements. We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, unless required by law. 2

SIGNATURES

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. GENERATION INCOME PROPERTIES, INC. Date: July 2, 2024 By: /s/ David Sobelman David Sobelman Chief Executive Officer 3

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View this 8-K filing on SEC EDGAR