Innovative Industrial Properties Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Regulation FD Disclosure, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement.
The disclosure under Item 2.03 regarding the Loan Agreement, the Note, the Pledge Agreement and the Guaranty (each as defined below) is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On May 5, 2026, IIP-OH 2 LLC, IIP-NJ 1 LLC, IIP-FL 4 LLC, IIP-FL 2 LLC, IIP-NY 2 LLC, IIP-MI 7 LLC, IIP-VA 1 LLC and IIP-PA 5 LLC, each a Delaware limited liability company (individually, “Borrower” and collectively, the “Borrowers”) and an indirect subsidiary of Innovative Industrial Properties, Inc. (the “Company”), entered into a loan agreement (the “Loan Agreement”) with Thorofare Asset Based Lending Reit Fund V, LLC, a Delaware limited liability company (the “Lender”). The Loan Agreement contains customary representations, warranties, covenants, events of default, and security arrangements. Each Borrower is jointly and severally liable for all obligations under the Loan Agreement.
Pursuant to the Loan Agreement, on May 5, 2026, the Borrowers issued to the Lender a promissory note (the “Note”) evidencing a $56.5 million secured term loan (the “Loan”), which matures on May 5, 2029, and may be extended at the Borrowers’ option for up to two additional 12-month periods, subject in each case to the satisfaction of certain conditions set forth in the Note. The Note bears interest, for each monthly interest period, at a rate per annum equal to the sum of the one-month Secured Overnight Financing Rate, as administered by the CME Group Benchmark Administration Limited (or a successor administrator), for a tenor comparable to the applicable interest period on the date two business days prior to the commencement of such interest period, plus 5.00% (subject to the maximum rate permitted by law and adjustment upon an event of default).
Pursuant to the Loan Agreement, on May 5, 2026, IIP Operating Partnership, LP, a Delaware limited partnership and a direct subsidiary of the Company (the “Pledgor”), entered into a pledge and security agreement (the “Pledge Agreement”) with the Lender. Pursuant to the Pledge Agreement, the Loan is secured by, among other things, (i) all of the Pledgor’s right, title and interest in the equity, profits, losses and capital of, any membership and other interest in, Voting Rights (as defined in the Pledge Agreement), and all proceeds and income of, each Borrower and (ii) mortgages and deeds of trust on eight properties owned by the Borrowers. Also pursuant to the Loan Agreement, on May 5, 2026, the Company entered into an unsecured guaranty (the “Guaranty”) for the benefit of the Lender, pursuant to which the Company has guaranteed the Borrowers’ obligations under the Loan. Pursuant to the Guaranty, during the term of the Loan the Company is required to maintain, on a combined basis, minimum Net Worth of $120.0 million and Liquid Assets with a market value of at least $12.0 million, each as defined in the Guaranty.
The foregoing description is a summary of certain terms of the Loan Agreement, the Note, the Pledge Agreement and the Guaranty and is qualified in its entirety by reference to the full text of the Loan Agreement, the Note, the Pledge Agreement and the Guaranty, which are filed as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3 and Exhibit 10.4 hereto, respectively, and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On May 6, 2025, the Company issued a press release announcing that it closed the secured financing contemplated by the Loan Agreement. A copy of the press release is filed as Exhibit 99.1 hereto and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
*Certain schedules and exhibits omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
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 6, 2026 | INNOVATIVE INDUSTRIAL PROPERTIES, INC. | |
| By: | /s/ David Smith | |
| Name: | David Smith | |
| Title: | Chief Financial Officer and Treasurer | |