Current Report Filing (8-k)
January 17 2020 - 5:01PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to
Section 13 or 15(d)
of the Securities
Exchange Act of 1934
Date of Report
(Date of earliest event reported): January 16, 2020
Innovative Industrial
Properties, Inc.
(Exact name
of registrant as specified in its charter)
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Maryland
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001-37949
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81-2963381
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File No.)
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(I.R.S. Employer
Identification No.)
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1389 Center
Drive, Suite 200
Park City, UT
84098
(Address of
principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (858) 997-3332
Check the appropriate box below if
the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
(see General Instruction A.2. below):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the
registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities Registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on
which registered
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Common Stock, par value $0.001 per share
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IIPR
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New York Stock Exchange
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Series A Preferred Stock, par value $0.001 per share
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IIPR-PA
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New York Stock Exchange
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Item 1.01. Entry into
a Material Definitive Agreement.
On
January 16, 2020, IIP-AZ 1 LLC (“Landlord”), a wholly owned subsidiary of IIP Operating Partnership, LP, the operating
partnership subsidiary of Innovative Industrial Properties, Inc. (the “Company”), entered into an amendment (the “Lease
Amendment”) to its lease (the “Lease”) with SGS Arizona, LLC (formerly known as Sun Grown Solutions, LLC, “Tenant”)
for the property located at 5900 West Greenhouse Drive in Willcox, Arizona (the “Property”).
The
Lease Amendment provides for reimbursement by Landlord to Tenant of up to an additional $2.0 million for completion of certain
additional tenant improvements at the Property (the “Additional TI Allowance”). If Landlord funds the full amount of
the Additional TI Allowance, Landlord’s total investment in the Property is expected to be $20.0 million. The provision of
the Additional TI Allowance also resulted in a corresponding adjustment of base rent under the Lease Amendment.
The
Lease Amendment also extends the initial term of the Lease to December 15, 2037, and provides for a guaranty of the Lease by The
Pharm, LLC.
The
foregoing description of the Lease Amendment does not purport to be complete and is qualified in its entirety by reference to the
complete text of the Lease Amendment, which is filed as an exhibit to this report and incorporated herein by reference.
Item 8.01. Other Events.
Recent Sales of Common Stock
During
the period beginning on November 8, 2019 and ending on (and including) December 31, 2019, the Company issued and sold, under its
previously announced “at-the-market” equity offering program (the “ATM Program”), a total of 782,200 shares
of its common stock at an average sale price of $77.52 per share and raised aggregate gross proceeds of approximately $60.6 million
before deducting expenses and commissions. Commissions of approximately $1.2 million were paid to the agent making the sales during
such period, resulting in net proceeds to the Company of approximately $59.4 million.
During
the period beginning on January 1, 2020 and ending on (and including) January 17, 2020, the Company issued and sold under the ATM
Program a total of 973,282 shares of its common stock at an average sale price of $79.96 per share and raised aggregate gross proceeds
of approximately $77.8 million before deducting expenses and commissions. Commissions of approximately $1.5 million were paid to
the agent making the sales during such period, resulting in net proceeds to the Company of approximately $76.3 million.
The
sales were completed pursuant to an equity distribution agreement (the “Sales Agreement”) between the Company and BTIG,
LLC, dated September 20, 2019, a form of which was filed as an exhibit to a Current Report on Form 8-K filed with the Securities
and Exchange Commission (the “SEC”) on September 20, 2019.
The
shares sold under the Sales Agreement were issued and sold pursuant to the Company’s shelf registration statement on Form
S-3 (File No 333-233311), previously filed with the SEC on August 15, 2019, and declared effective by the SEC on August 28, 2019.
A prospectus supplement related to the Company’s ATM Program was also filed with the SEC on September 20, 2019. This Current
Report on Form 8-K does not constitute and shall not constitute an offer to sell or the solicitation of an offer to buy shares
of the Company’s common stock, nor shall there be any sale of shares of the Company’s common stock in any state or
jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such state or other jurisdiction.
As
of January 17, 2020, there were 13,597,691 shares of common stock of the Company, par value $0.001 per share, outstanding.
Item 9.01. Financial Statements
and Exhibits.
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.
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Date: January 17, 2020
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INNOVATIVE INDUSTRIAL PROPERTIES, INC.
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By:
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/s/ Catherine Hastings
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Name:
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Catherine Hastings
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Title:
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Chief Financial Officer, Chief Accounting Officer and Treasurer
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