{"url_path":"/sec/iipr/8-k/2026-06-11/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-11","source_url":"https://www.sec.gov/Archives/edgar/data/1677576/0001104659-26-073013-index.html","accession_number":"0001104659-26-073013","cik":"0001677576","ticker":"IIPR","issuer_name":"INNOVATIVE INDUSTRIAL PROPERTIES INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1677576/0001104659-26-073013-index.html","primary_entity_key":"0001677576","primary_entity_name":"INNOVATIVE INDUSTRIAL PROPERTIES INC"},"word_count":1089,"has_tables":true,"body_markdown":"**Item 8.01 Other Events.**\n\n** **\n\n**Purchase Agreement**\n\n** **\n\nOn June 9, 2026, the Company and IIP\nOperating Partnership, LP, the operating partnership subsidiary of the Company (the “Operating Partnership”), entered\ninto a purchase agreement (the “Purchase Agreement”) with BTIG, LLC, as representative of the initial purchasers\n(collectively, the “Initial Purchasers”), pursuant to which the Operating Partnership agreed to sell, and the Initial\nPurchasers severally agreed to purchase, $402.5 million aggregate principal amount of the Operating Partnership's 6.000%\nexchangeable senior notes due 2029 (the “Notes”), including the full exercise by the Initial Purchasers of their option\nto purchase an additional $52.5 million aggregate principal amount of Notes in a private offering (the “Offering”).\n\n \n\nThe Offering is expected to close on June 15,\n2026, subject to the satisfaction of customary closing conditions.\n\n \n\nThe Notes will be senior unsecured obligations\nof the Operating Partnership, will be fully and unconditionally guaranteed by the Company and will be exchangeable for cash, shares of\nthe Company’s common stock, or a combination of cash and shares of the Company’s common stock, at the Operating Partnership’s\noption. The initial exchange rate for the Notes will be 14.4113 shares of the Company’s common stock per $1,000 principal amount\nof Notes and the initial exchange price will be approximately $69.39 per share of the Company’s common stock. The initial exchange\nrate and initial exchange price are subject to adjustment in certain circumstances. The Notes will pay interest semiannually at a rate\nof 6.0% per annum and will mature on June 15, 2029, unless earlier exchanged or repurchased in accordance with their terms. The Operating\nPartnership will not have the right to redeem the Notes prior to maturity, but may be required to repurchase the Notes from holders under\ncertain circumstances.\n\n \n\nIn addition, following the occurrence of certain\ncorporate events that occur prior to the maturity date, the Operating Partnership will, in certain circumstances, increase the exchange\nrate for a holder that elects to exchange Notes in connection with such corporate event.\n\n \n\nThe Operating Partnership intends to use $80.5\nmillion of the net proceeds from the Offering to fund the repurchase of 1,334,106 shares of the Company’s common stock from certain\npurchasers of the Notes in privately negotiated transactions. The Operating Partnership intends to use the remaining net proceeds from\nthe Offering for working capital and general corporate purposes, which may include repayment of indebtedness and funding investments that\nare consistent with its investment strategy, or a combination of the foregoing.\n\n \n\nThe Notes, including the guarantee, and the shares\nof common stock issuable upon exchange of the Notes, have not been and will not be registered under the Securities Act of 1933, as amended\n(the “Securities Act”) and may not be offered or sold in the United States absent registration or an applicable exemption\nfrom registration requirements. The Operating Partnership is offering and selling the Notes to the Initial Purchasers in reliance on the\nexemption from registration provided by Section 4(a)(2) of the Securities Act. The Initial Purchasers will initially offer the Notes for\nresale to persons reasonably believed to be qualified institutional buyers (as defined in the Securities Act) pursuant to the exemption\nfrom registration provided by Rule 144A under the Securities Act.\n\n \n\n \n\n \n\n \n\nThis Current Report on Form 8-K does not constitute\nan offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction\nin which such offer, solicitation or sale would be unlawful.\n\n \n\n**Repayment of 2026 Senior Notes**\n\n** **\n\nOn May 26, 2026, the Company fully repaid the outstanding\n$282 million of its 5.50% Senior Notes due 2026 (the “Notes due 2026”), which were senior unsecured obligations of the Operating\nPartnership, fully and unconditionally guaranteed by the Company, and matured on May 25, 2026. The repayment amount represented 100% of\nthe principal amount plus accrued and unpaid interest to the repayment date. The repayment was completed through cash on hand, availability\nunder the Company’s credit facility pursuant to a loan and security agreement between the Operating Partnership and a federally\nregulated commercial bank, which matures on October 23, 2026, and was most recently amended in November 2024 to increase aggregate commitments\nfor secured revolving loans to $87.5 million, availability under the Company’s credit facility pursuant to a loan agreement between\nthe Operating Partnership and IIP Life Science Investments LLC, a wholly owned subsidiary of the Operating Partnership, and a federally\nregulated commercial bank, which provides for a revolving line of credit available up to $100.0 million until the maturity date on October\n3, 2028, and net proceeds from four secured term loans previously disclosed in the Company’s filings with the SEC: a $20.0 million\nterm loan from Generations Bank maturing April 22, 2029; a $56.5 million term loan from Thorofare Asset Based Lending Reit Fund V, LLC\nmaturing May 5, 2029; approximately $44.9 million of term loans from Amalgamated Bank maturing June 5, 2031; and a $20.0 million term\nloan from A.G.P./Alliance Global Partners maturing October 9, 2026.\n\n \n\n**At-the-Market Offering Program Sales**\n\n* *\n\nFrom April 1, 2026 to June 1, 2026, the Company\nhas sold under the Company’s at-the-market offering program, 680,842 shares of the Company’s common stock for aggregate net\nproceeds of approximately $34.8 million, and 948,034 shares of the Company’s Series A Preferred Stock for aggregate net proceeds\nof approximately $20.9 million. As of June 1, 2026, there were 28,995,362 shares of the Company’s common stock issued and outstanding\nand 5,666,082 shares of the Company’s Series A Preferred Stock issued and outstanding.\n\n* *\n\n*This Current Report on Form 8-K contains statements\nthat are “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation\nReform Act of 1995 and Section 21E of the Securities Exchange Act of 1934. All statements other than historical facts, including, without\nlimitation, statements regarding the closing of the Offering, the issuance of the Notes, and the use of proceeds from the Offering, including\nthe share repurchase, are forward-looking statements. When used in this press release, words such as the Company or the Operating Partnership\n“believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,”\n“intends,” “plans,” “estimates” or “anticipates” or the negative thereof or similar terminology\nare generally intended to identify forward-looking statements. Such forward-looking statements are subject to risks and uncertainties\nthat could cause actual results to differ materially from those expressed in, or implied by, such statements. Investors should not place\nundue reliance upon forward-looking statements. The Company disclaims any obligation to update or revise any forward-looking statements,\nwhether as a result of new information, future events or otherwise.*"}