Innovative Industrial Properties Files 8-K

TL;DR

IIPR filed an 8-K on 5/23/24 - changes to security holder rights and bylaws.

AI Summary

On May 23, 2024, Innovative Industrial Properties, Inc. filed an 8-K report detailing material modifications to the rights of security holders and other events. The filing also includes amendments to its articles of incorporation or bylaws and financial statements and exhibits. The company is incorporated in Maryland and its fiscal year ends on December 31st.

Why It Matters

This 8-K filing indicates potential changes to the rights of Innovative Industrial Properties' security holders and updates to corporate governance documents, which could impact investors.

Risk Assessment

Risk Level: medium — Filings related to modifications of security holder rights and amendments to corporate documents can introduce new risks or alter existing ones for investors.

Key Numbers

• 1231 — Fiscal Year End (Indicates the end of the company's financial reporting year.)

Key Players & Entities

• Innovative Industrial Properties, Inc. (company) — Registrant
• May 23, 2024 (date) — Date of earliest event reported
• Maryland (jurisdiction) — State of incorporation
• 001-37949 (identifier) — SEC File Number

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share IIPR New York Stock Excha
• $500,000,000 — th an aggregate offering price of up to $500,000,000 (the "Shares" ). Reference is made to

Filing Documents

• tm2415012d3_8k.htm (8-K) — 41KB
• tm2415012d3_ex1-1.htm (EX-1.1) — 337KB
• tm2415012d3_ex1-2.htm (EX-1.2) — 209KB
• tm2415012d3_ex3-1.htm (EX-3.1) — 10KB
• tm2415012d3_ex5-1.htm (EX-5.1) — 18KB
• tm2415012d3_ex8-1.htm (EX-8.1) — 32KB
• tm2415012d3_ex5-1img001.jpg (GRAPHIC) — 9KB
• tm2415012d3_ex8-1img001.jpg (GRAPHIC) — 4KB
• 0001104659-24-065183.txt ( ) — 1035KB
• iipr-20240523.xsd (EX-101.SCH) — 3KB
• iipr-20240523_def.xml (EX-101.DEF) — 26KB
• iipr-20240523_lab.xml (EX-101.LAB) — 36KB
• iipr-20240523_pre.xml (EX-101.PRE) — 25KB
• tm2415012d3_8k_htm.xml (XML) — 5KB

03 Material Modifications to Rights of Security Holders

Item 3.03 Material Modifications to Rights of Security Holders. On May 23, 2024, Innovative Industrial Properties, Inc., a Maryland corporation ( the "Company") filed with the State Department of Assessments and Taxation of the State of Maryland (the "SDAT") the Articles Supplementary (the "Articles Supplementary") to the Second Articles of Amendment and Restatement of the Company classifying and designating an additional 22,660,000 shares of the Company's 9.00% Series A Cumulative Redeemable Preferred Stock, par value $0.001 per share (the "Series A Preferred Stock") , and as a result, there is currently an aggregate of 23,350,000 shares of Series A Preferred Stock authorized and classified. The preceding description of the Articles Supplementary contained in this Item 3.03 does not purport to be complete and is qualified in its entirety by reference to the full text of the Articles Supplementary, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 3.03. A summary of the material terms of the Series A Preferred Stock is set forth in Exhibit 4.4 to the Company's Annual Report on Form 10-K, filed on February 27, 2024.

03 Amendments to Articles of Incorporation or Bylaws; Change

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information about the Articles Supplementary set forth under Item 3.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 5.03.

01 Other Events

Item 8.01 Other Events. On May 24, 2024, the Company notified each of BTIG, LLC, Jefferies LLC, Piper Sandler & Co. and Roth Capital Partners, LLC of its election to terminate each of the At-the-Market Sales Agreements, dated January 20, 2023, by and among the Company, IIP Operating Partnership, LP, a Delaware limited partnership (the "Operating Partnership"), and each of BTIG, LLC, Jefferies LLC, Piper Sandler & Co. and Roth Capital Partners, LLC (collectively, the "Prior Sales Agreements"). Pursuant to such notice, each of the Prior Sales Agreements will terminate effective as of May 29, 2024. As a result of the termination of the Prior Sales Agreements, there will be no further sales of the Company's common stock thereunder. On May 24, 2024, the Company and the Operating Partnership entered into separate equity distribution agreements (collectively, the "Equity Distribution Agreements") with each of BTIG, LLC, Jefferies LLC, Piper Sandler & Co. and Roth Capital Partners, LLC, acting in their capacity as Sales Agents (as defined below) and each of Jefferies LLC and Piper Sandler Financial Products II Inc., acting in their capacity as forward sellers (as defined below) or forward purchasers (as defined below), relating to the offer and sale, from time to time, of (i) shares of common stock, $0.001 par value per share, of the Company ("Common Stock") and (ii) Series A Preferred Stock, with an aggregate offering price of up to $500,000,000 (the "Shares" ). Reference is made to BTIG, LLC, Jefferies LLC, Piper Sandler & Co. and Roth Capital Partners, LLC, when acting in their capacity as sales agents, individually as a "Sales Agent" and collectively as "Sales Agents." Reference is made to each of Jefferies LLC and Piper Sandler Financial Products II Inc., when acting as agents for Forward Purchasers, individually as a "Forward Seller" and collectively as "Forward Sellers." Sales of the Shares, if any, may be made in any method permitted by law deemed to be an "at-t

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Description of Exhibit 1.1 Form of Equity Distribution Agreement. 1.2 Form of Master Forward Sale Agreement. 3.1 Articles Supplementary to the Second Articles of Amendment and Restatement of Innovative Industrial Properties, Inc., designating additional shares of the Company's 9.00% Series A Cumulative Redeemable Preferred Stock, par value $0.001 per share. 5.1 Opinion of Foley & Lardner LLP regarding legality of the Shares. 8.1 Opinion of Foley & Lardner LLP regarding certain tax matters. 23.1 Consent of Foley & Lardner LLP (included in Exhibit 5.1). 23.2 Consent of Foley & Lardner LLP (included in Exhibit 8.1). 104 Cover Page Interactive Data File (embedded within the XBRL document).

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. Date: May 24, 2024 INNOVATIVE INDUSTRIAL PROPERTIES, INC. By: /s/ David Smith Name: David Smith Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR