Generation Income Properties Files 8-K with Key Agreements

TL;DR

GIPR filed an 8-K detailing material agreements, asset deals, and equity sales.

AI Summary

On February 6, 2025, Generation Income Properties, Inc. entered into a material definitive agreement and completed an acquisition or disposition of assets. The company also created a direct financial obligation or an obligation under an off-balance sheet arrangement. Additionally, the filing notes unregistered sales of equity securities and includes a Regulation FD disclosure, along with financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions, including material agreements and asset transactions, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, asset transactions, and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

• Generation Income Properties, Inc. (company) — Registrant
• February 6, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share GIPR The Nasdaq Stock Mar
• $4.2 million — hip issued to Contributor approximately $4.2 million of its Series B-2 preferred units of li
• $6.00 — 8,465 OP Units, based on a valuation of $6.00 per OP Unit. The Operating Partnership
• $7,023,895.00 — ion in an aggregate principal amount of $7,023,895.00 (the “ Existing Debt ”).
• $0.33 — ive cash distributions in the amount of $0.33 per OP Unit per year (as equitably adju
• $4.00 — ve years for cash in an amount equal to $4.00 per OP Unit, plus an amount equal to al
• $1.95 million — r consideration valued at approximately $1.95 million (subject to prorations and adjustments)
• $700,000 — ggregate consideration of approximately $700,000 plus (ii) the acquisition of existing m
• $1.25 million — btedness in the amount of approximately $1.25 million. The mortgage indebtedness acquired in
• $4.45 million — r consideration valued at approximately $4.45 million (subject to prorations and adjustments)
• $1.19 million — ggregate consideration of approximately $1.19 million plus (ii) the acquisition of existing m
• $3.26 million — btedness in the amount of approximately $3.26 million. The mortgage indebtedness acquired in
• $4.8 million — r consideration valued at approximately $4.8 million (subject to prorations and adjustments)
• $2.3 million — ggregate consideration of approximately $2.3 million plus (ii) the acquisition of existing m
• $2.5 million — btedness in the amount of approximately $2.5 million. The mortgage indebtedness acquired in

Filing Documents

• gipr-20250210.htm (8-K) — 126KB
• gipr-ex4_1.htm (EX-4.1) — 94KB
• gipr-ex10_1.htm (EX-10.1) — 2024KB
• gipr-ex10_2.htm (EX-10.2) — 215KB
• gipr-ex99_1.htm (EX-99.1) — 11KB
• img18421824_0.jpg (GRAPHIC) — 350KB
• img18421824_1.jpg (GRAPHIC) — 104KB
• 0000950170-25-016688.txt ( ) — 3097KB

01. Entry into Material Definitive Agreement

Item 1.01. Entry into Material Definitive Agreement. Contribution Agreement On February 6, 2025, Generation Income Properties, L.P., the operating partnership (the “ Operating Partnership ”) of Generation Income Properties, Inc. (the “ Company ”), entered into a Contribution and Subscription Agreement (the “ Contribution Agreement ”) with (i) LMB Lewiston, LLC, an Ohio limited liability company (“ SPV One ”), LMB Ft. Kent, LLC, an Ohio limited liability company (“ SPV Two ”) and LMB Auburn Hills I, LLC, an Ohio limited liability company (“ SPV Three ”; and together with SPV One and SPV Two, the “ SPVs ”); (ii) Lloyd M. Bernstein, as the sole member of each of the SPVs (the “ Contributor ”); and (iii) Lloyd M. Bernstein, as representative of the SPVs and the Contributor, for the acquisition by the Operating Partnership through certain of its subsidiaries (the “ Affiliated Entities ”) of Contributor’s right title and interest in 100% of the issued and outstanding membership interests of each of the SPVs (the “ SPV Interests ”). Pursuant to the acquisition of the SPV Interests, the Operating Partnership, through the Affiliated Entities, will acquire a portfolio of three retail properties (the “ Contributed Properties ”), each of which is owned directly by an SPV. The Contribution Agreement contains customary representations and warranties made by each SPV and the Contributor pertaining to the SPVs and the Contributor, the SPV Interests, and the Contributed Properties. The Operating Partnership also made standard and customary representations and warranties to the Contributor. . In exchange for Contributor’s contribution of the SPV Interests, the Operating Partnership issued to Contributor approximately $4.2 million of its Series B-2 preferred units of limited partnership interests (the “

01. Completion of Acquisition or Disposition of Assets

Item 2.01. Completion of Acquisition or Disposition of Assets. On February 6, 2025, pursuant to the Contribution Agreement, the Company, through the Operating Partnership and its Affiliated Entities acquired the SPV Interests in the SPVs. SPV One owns the fee simple interests in the retail property located at 5780 Waterlevel Highway East, Cleveland, TN (the “ SPV One Property ”). The SPV One Property contains 10,640 rentable square feet and is 100% leased to Dollar General. The SPV Interests in SPV One were acquired in exchange for consideration valued at approximately $1.95 million (subject to prorations and adjustments), consisting of (i) 116,701 OP Units valued at $6.00 per unit representing aggregate consideration of approximately $700,000 plus (ii) the acquisition of existing mortgage indebtedness in the amount of approximately $1.25 million. The mortgage indebtedness acquired in connection with the acquisition of the SPV One Property is a fixed rate loan owed to Valley National Bank. The loan matures on May 14, 2026, and has an interest rate equal to 3.5%. SPV Two owns the fee simple interests in the retail property located at 1374 Glenn Center Drive, Kernersville, NC (the “ SPV Two Property ”). The SPV Two Property contains 19,097 rentable square feet and is 100% leased to Tractor Supply Company. The SPV Interests in SPV Two were acquired in exchange for consideration valued at approximately $4.45 million (subject to prorations and adjustments), consisting of (i) 198,281 OP Units valued at $6.00 per unit representing aggregate consideration of approximately $1.19 million plus (ii) the acquisition of existing mortgage indebtedness in the amount of approximately $3.26 million. The mortgage indebtedness acquired in connection with the acquisition of the SPV Two Property is a fixed rate loan owed to Camden National Bank. The loan matures on October 22, 2031, and has an interest rate equal to 2.9%. SPV Three owns the fee simple in

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The issuance of the OP Units by the Operating Partnership was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “ Securities Act ”). The offer and sale of the OP Units did not and does not involve a “public offering” as defined in Section 4(a)(2) of the Securities Act, was made without any form of general solicitation to a sophisticated party, and was made with full access to any information requested regarding the Operating Partnership.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. The Company issued a press release on February 10, 2025, announcing the completion of the acquisition of the SPV Interests and the Contributed Properties. A copy of such press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information in this Item 7.01 and the related information in Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) or otherwise subject to the liabilities of that section and shall not be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended or the Exchange Act except as set forth by specific reference in such filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (a)

Financial Statements of Businesses Acquired

Financial Statements of Businesses Acquired. The Company intends to file the financial statements required by Item 9.01(a), in accordance with Rule 3-14 of Regulation S-X, by amendment to this Current Report on Form 8-K no later than 71 calendar days following the date that this Current Report on Form 8-K is required to be filed. (b) Pro Forma Financial Information. To the extent required by this item, pro forma financial information relating to the acquisition described in Item 2.02 of this Current Report on Form 8-K will be filed in an amendment to this current report on Form 8-K not later than 71 days after the date on which this initial Current Report on Form 8-K is required to be filed. (d) Exhibits . Exhibit No. Description 4.1 Sixth Amendment to Amended and Restated Limited Partnership Agreement of Generation Income Properties, L.P., dated February 6, 2025. 10.1 Contribution and Subscription Agreement, dated February 6, 2025, among Generation Income Properties, L.P., and (a) LMB Lewiston, LLC, LMB Ft. Kent, LLC, and LMB Auburn Hills I, LLC; (b) Lloyd M. Bernstein, as the sole member of each of such entities; and (c) Lloyd M. Bernstein, as representative. 10.2 Tax Protection Agreement, dated February 6, 2025, among Generation Income Properties, Inc., Generation Income Properties, L.P., and LMB Lewiston, LLC, LMB Ft. Kent, LLC, LMB Auburn Hills I, LLC and Lloyd M. Bernstein. 99.1 Press Release, dated February 10, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

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: February 10, 2025 By: /s/ David Sobelman David Sobelman Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR