{"url_path":"/sec/iipr/8-k/2026-06-15/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-15","source_url":"https://www.sec.gov/Archives/edgar/data/1677576/0001104659-26-074144-index.html","accession_number":"0001104659-26-074144","cik":"0001677576","ticker":"IIPR","issuer_name":"INNOVATIVE INDUSTRIAL PROPERTIES INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1677576/0001104659-26-074144-index.html","primary_entity_key":"0001677576","primary_entity_name":"INNOVATIVE INDUSTRIAL PROPERTIES INC"},"word_count":1724,"has_tables":true,"body_markdown":"**Item 1.01**\n**Entry into a Material Definitive Agreement.**\n\n \n\n*Indenture and Notes*\n\n \n\nOn June 15, 2026, IIP Operating Partnership,\nLP (the “Operating Partnership”), the operating partnership of Innovative Industrial Properties, Inc. (the “Company”),\nissued $402,500,000 aggregate principal amount of 6.00% exchangeable senior notes due 2029 (the “Notes”) to BTIG, LLC and\ncertain other initial purchasers (collectively, the “Initial Purchasers”) pursuant to a Purchase Agreement, dated as of June 9,\n2026 (the “Purchase Agreement”), which includes $52,500,000 in aggregate principal amount of the Notes that were sold to the\nInitial Purchasers pursuant to the full exercise of the option set forth in the Purchase Agreement. The Notes were issued pursuant to\nan Indenture, dated as of June 15, 2026, by and among the Company, the Operating Partnership and Argent Institutional Trust Company,\nas trustee (the “Trustee”), governing the terms of the Notes.\n\n \n\nThe Notes were offered in a private placement\nin reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and for resale\nby the Initial Purchasers to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities\nAct. The offer and sale of the Notes and the underlying shares of common stock of the Company, par value $0.001 per share, issuable upon\nexchange, if any, have not been registered under the Securities Act or the securities laws of any other jurisdiction, and may not be offered\nor sold in the United States absent registration or an applicable exemption from such registration requirements.\n\n \n\nThe Notes are the Operating Partnership’s\nsenior unsecured obligations and rank senior in right of payment to any of the Operating Partnership’s indebtedness that is expressly\nsubordinated in right of payment to the Notes, equal in right of payment to any of the Operating Partnership’s senior unsecured\nand unsubordinated indebtedness, effectively junior in right of payment to any of the Operating Partnership’s mortgages and other\nsecured indebtedness to the extent of the value of the assets securing such indebtedness, and structurally junior to any of the Operating\nPartnership’s existing and future indebtedness and other liabilities of subsidiaries of the Operating Partnership, if any. The Notes\nare fully and unconditionally guaranteed by the Company on a senior, unsecured basis.\n\n \n\nThe Notes bear interest at a rate of 6.00% per\nannum, which is payable semi-annually in arrears on June 15 and December 15 of each year, beginning December 15, 2026,\nuntil the maturity date of June 15, 2029.\n\n \n\nThe Notes are exchangeable at any time prior to\nthe close of business on the second scheduled trading day immediately preceding the maturity date for cash, shares of the Company’s\ncommon stock or a combination of cash and shares of common stock, at the election of the Operating Partnership, based on an initial exchange\nrate of 14.4113 shares of common stock per $1,000 principal amount of Notes (equivalent to an initial exchange price of approximately\n$69.39 per share of common stock), subject to adjustment of the exchange rate under certain circumstances. In addition, following the\noccurrence of a make-whole fundamental change, as defined in the Indenture, the Operating Partnership will, in certain circumstances,\nincrease the exchange rate for a holder that elects to exchange Notes in connection with such make-whole fundamental change.\n\n \n\nSubject to certain exceptions, the Company’s\ncharter restricts ownership of (i) more than 9.8% in value or in number of shares, whichever is more restrictive, of its outstanding\nshares of common stock, or (ii) more than 9.8% in value of its outstanding capital stock, in order to protect its status as a real\nestate investment trust for U.S. federal income tax purposes, among other purposes. Notwithstanding any other provision of the Notes,\nno holder of Notes will be entitled to receive shares of the Company’s common stock following exchange of such Notes to the extent\nthat receipt of common stock would cause such holder (after application of certain constructive ownership rules) to exceed the ownership\nlimits contained in the Company’s charter.\n\n \n\nThe Operating Partnership may not redeem the Notes\nprior to maturity. No sinking fund will be provided for the Notes.\n\n \n\nUpon the occurrence of a fundamental change, as\ndefined in the Indenture, subject to certain conditions, holders may require the Operating Partnership to repurchase the Notes in whole\nor in part for cash at a fundamental change repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus\naccrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.\n\n \n\n \n\n \n\n \n\nEach of the following is an event of default with\nrespect to the Notes:\n\n \n\n(1)default in the payment of any interest on any Note when due and payable, and the default continues for a period of 90 days;\n\n \n\n(2)default in the payment of principal of any Note (including the fundamental change repurchase price) when due and payable on the maturity\ndate, upon required repurchase, upon declaration of acceleration or otherwise;\n\n \n\n(3)failure by the Operating Partnership or the Company to comply with its obligation to exchange the Notes for cash, shares of the Company’s\ncommon stock or a combination of cash and shares of common stock, as the case may be, in accordance with the Indenture upon exercise of\na holder's exchange right, which failure continues for five business days;\n\n \n\n(4)failure by the Operating Partnership to comply with its obligations related to a merger, consolidation or sale of assets;\n\n \n\n(5)failure by the Operating Partnership to provide timely notice in connection with a fundamental change;\n\n \n\n(6)failure by the Operating Partnership or the Company for 90 days after written notice from the Trustee or the holders of at least 25%\nin principal amount of the Notes then outstanding has been received by the Operating Partnership or the Company to comply with any of\nthe Operating Partnership’s or the Company’s respective agreements contained in the Notes or the Indenture (other than a covenant\nor warranty a default in whose performance or whose breach is elsewhere specifically provided for or which does not apply to the Notes),\nwhich notice shall state that it is a “Notice of Default” under the Indenture;\n\n \n\n(7)default by the Operating Partnership or the Company following the failure to pay beyond any applicable grace period, or resulting\nin the acceleration of, indebtedness of the Operating Partnership, the Company or any of their respective subsidiaries where the aggregate\nprincipal amount with respect to which the default has occurred is greater than $50 million (or its foreign currency equivalent at the\ntime), which indebtedness is not discharged, or such default in payment or acceleration is not cured or rescinded, within 30 days after\nwritten notice to the Operating Partnership from the Trustee (or to the Trustee and the Operating Partnership from holders of at least\n25% in principal amount of the Notes then outstanding);\n\n \n\n(8)a final judgement or judgements for the payment of $50 million (or its foreign currency equivalent at the time) or more, excluding\nany amounts covered by insurance, in the aggregate rendered against the Operating Partnership, the Company or any of their respective\nsubsidiaries which judgement is not discharged, bonded, paid, waived or stayed within 60 days after (i) the date on which the right\nto appeal has expired if no such appeal has commenced, or (ii) the date on which all rights to appeal have been extinguished;\n\n \n\n(9)except as otherwise permitted by the Indenture, the Company’s guarantee with respect to the Notes ceases to be in full force\nand effect, or is declared null and void in a judicial proceeding, or the Company denies or disaffirms in writing its obligations under\nthe Indenture; or\n\n \n\n(10)certain events of bankruptcy, insolvency, or reorganization of the Company, the Operating Partnership or any significant subsidiary\n(as defined in Article 1, Rule 1-02 of Regulation S-X) of the Company or the Operating Partnership.\n\n \n\nIf an event of default other than an event of\ndefault arising under clause (10) above occurs and is continuing, the Trustee by notice to the Operating Partnership, or the holders\nof at least 25% in principal amount of then outstanding Notes by notice to the Operating Partnership and the Trustee, may, and the Trustee\nat the request of such holders shall, declare 100% of the principal of, and accrued and unpaid interest, if any, on, all then outstanding\nNotes to be due and payable. In addition, upon an event of default arising under clause (10) above with respect to the Operating\nPartnership, 100% of the principal of and accrued and unpaid interest on the Notes will automatically become due and payable. Upon any\nsuch acceleration, the principal of and accrued and unpaid interest, if any, on the Notes will be due and payable immediately.\n\n \n\nIf, at any time during the six-month period beginning\non, and including, the date that is six months after the last date of original issuance of the Notes, the Company fails to timely file\nany document or report that it is required to file pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as\namended (after giving effect to all applicable grace periods thereunder and other than Current Reports on Form 8-K), or the Notes\nor any shares of the Company’s common stock issuable upon exchange of the Notes are not otherwise freely tradable pursuant to Rule 144,\nsubject to certain limitations, the Operating Partnership will pay additional interest on the Notes equal to 0.5% per annum of the principal\namount of Notes outstanding. Further, if, and for so long as, the restrictive legend on the Notes has not been removed, the Notes are\nassigned a restricted CUSIP number or the Notes and any shares of the Company’s common stock issuable upon exchange of the Notes\nare not otherwise freely tradable pursuant to Rule 144, subject to certain limitations regarding holders of the Notes who are the\nOperating Partnership's current or prior affiliates, as of the 365th day after the last date of original issuance of the Notes, the Operating\nPartnership will pay additional interest on the Notes equal to 0.5% per annum of the principal amount of Notes outstanding.\n\n \n\n \n\n \n\n \n\nThis description of the Indenture and the Notes\nis qualified in its entirety by reference to the text of the Indenture and the form of Note, which are filed as Exhibits 4.1 and 4.2 to\nthis Current Report on Form 8-K, respectively, and are incorporated herein by reference."}