{"url_path":"/sec/gipr/10-q/2026/item-1a","section_key":"item-1a","section_title":"Item 1A Risk Factors","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1651721/0001193125-26-227255-index.html","accession_number":"0001193125-26-227255","cik":"0001651721","ticker":"GIPR","issuer_name":"GENERATION INCOME PROPERTIES, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1651721/0001193125-26-227255-index.html","primary_entity_key":"0001651721","primary_entity_name":"GENERATION INCOME PROPERTIES, INC."},"word_count":893,"has_tables":true,"body_markdown":"## Item 1A. Risk Factors\n\nThere have been no material changes from the risk factors previously disclosed in Item 1A. Risk Factors of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as amended.\n\nWe can provide no assurance that we will be able to regain compliance with the continued listing standards of Nasdaq with respect to our common stock and warrants. If we fail to regain compliance, our securities could be delisted.\n\nOur common stock is currently listed on The Nasdaq Capital Market (“Nasdaq”). In order to maintain that listing, we must maintain compliance with Nasdaq’s continued listing requirements and standards. There can be no assurances that we will be able to comply with the applicable listing requirements and standards of Nasdaq.\n\nMinimum Stockholders’ Equity Requirement\n\nIn August 2025, we received notice from the Listing Qualifications staff of Nasdaq (the “Staff”) notifying us that we no longer maintained at least $2.5 million in stockholders’ equity, as required under Nasdaq Listing Rule 5550(b)(1) (the “Equity Requirement”) and that we also did not meet any other alternative standard. On October 6, 2025, we submitted to the Staff a written plan to become compliant with the Equity Requirement and were given until February 5, 2026, to regain compliance. Because we were unable to regain compliance by such date, on February 5, 2026, the Staff provided written notification that the trading of our common stock and warrants would be suspended at the open of business on February 17, 2026 unless the Company appealed the Staff’s determination to the Nasdaq Hearings Panel. We thereafter timely appealed the Staff’s determination, and on March 24, 2026, a hearing was held before the Nasdaq Hearings Panel, during which time we requested an extension of time and submitted a plan to regain compliance with both the Equity Requirement and Minimum Bid Requirement (as described below) by August 2026, with such plan consisting of a combination of property sales, capital raises, and a reverse stock split. By decision dated April 17, 2026, the Nasdaq Hearings Panel granted us an extension through August 4, 2026, to evidence compliance and stated that this extension represents the full extent of the Panel’s discretion. There can be no assurance that we will regain compliance by August 4, 2026.\n\nMinimum Bid Requirement\n\nOn January 28, 2025, we received notice from Nasdaq that, because the closing bid price for our common stock had fallen below $1.00 per share for 30 consecutive business days, we no longer complied with the minimum bid price requirement pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Requirement”). We were provided an initial compliance period of 180 calendar days, or until July 27, 2026, to regain compliance with the Minimum Bid Requirement. To regain compliance, the closing bid price of our common stock must meet or exceed $1.00 per share for a minimum of 10 consecutive business days prior to July 27, 2026.\n\nWe intend to continue to actively monitor the closing bid price of our common stock and will evaluate available options to regain compliance with the Minimum Bid Requirement. Specifically, we have confirmed to Nasdaq at the hearing held on March 24, 2026 that, if necessary, we will implement a reverse stock split of our outstanding common stock prior to July 27, 2026 to attempt to regain compliance. There can be no assurance that we will regain compliance with the Minimum Bid Requirement during the 180-day compliance period or maintain compliance with the other Nasdaq listing requirements.\n\nPotential Consequences of Delisting \n\nThere is no assurance that we will be able to meet Nasdaq’s listing requirements or comply with the requisite Nasdaq requirements to maintain our listing of common stock and warrants on Nasdaq. In the event that our common stock and warrants are delisted from Nasdaq, as a result of our failure to comply with the Equity Requirement or the Minimum Bid Requirement or as a result of our failure to continue to comply with any other requirement for continued listing on Nasdaq,\n\n40\n\n \n\nand we are not able to list our securities on Nasdaq or any other national securities exchange, we could face significant material adverse consequences, including:\n\n \n\n• a decline of the market price of our common stock;\n\n• a limited availability of market quotations for our common stock;\n\n• reduced liquidity for our common stock;\n\n• a determination that our common stock is a “penny stock,” which will require brokers trading in our common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;\n\n• a limited amount of news and analyst coverage for us;\n\n• a decreased ability to issue additional securities or obtain additional financing in the future; and\n\n• the incurring of additional costs under state blue sky laws in connection with any sales of our securities.\n \n\nIf our common stock is delisted by Nasdaq, our common stock may be eligible to trade on an over-the-counter quotation system where an investor may find it more difficult to sell our stock or obtain accurate quotations as to the market value of our common stock. In the event our common stock is delisted from Nasdaq, we may not be able to list our common stock on another national securities exchange or obtain quotation on an over-the-counter quotation system."}