Item 1.01. Entry into Material Definitive Agreement.

The information discussed under Items 2.01 and 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.

Item 2.01. Completion of Acquisition or Disposition of Assets.

Colorado Property



On December 28, 2021, Generation Income Properties, L.P., the operating
partnership (the "Operating Partnership") of Generation Income Properties, Inc.
(the "Company"), through a single purpose limited liability company (the
"Colorado SPE") of which the Company owns 100% of the membership interests,
completed the acquisition of a 30,700 square-foot, single-tenant retail property
in Grand Junction, Colorado (the "Colorado Property"). The Operating Partnership
entered into a Purchase and Sale Agreement, dated October 28, 2021, with OREOF19
BR, LLC, a Delaware limited liability company, for the purchase of the Colorado
Property at a purchase price of approximately $4,700,000, excluding transaction
costs (the "Colorado Purchase and Sale Agreement"), which was amended on
December 10, 2021 (the "Colorado First Amendment"). Pursuant to an Assignment
and Assumption of Purchase and Sale Agreement, effective as of December 23, 2021
(the "Colorado Assignment Agreement"), the Operating Partnership assigned, and
the Colorado SPE assumed, all of the Operating Partnership's right, title and
interest in and under the Colorado Purchase and Sale Agreement and Colorado
First Amendment, giving the Colorado SPE the right to acquire the Colorado
Property pursuant to the Colorado Purchase and Sale Agreement. The seller of the
Colorado Property is not affiliated with the Company or any of the Company's
affiliates. The purchase price of the Colorado Property and related transaction
costs were funded using cash on hand of approximately $2,350,000 from the
Company's initial public offering, which closed in September 2021, and
approximately $2,350,000 of debt financing, as discussed below in Item 2.03.

The Colorado Property is 100% leased to Best Buy Stores, L.P., a Virginia
limited partnership, pursuant to a lease, dated as of February 27, 2006, between
TOYS R US as landlord, and Best Buy Stores, L.P., as tenant, as amended by that
certain first amendment to lease, dated May 19, 2021 (the "Colorado Lease"). The
obligations of Best Buy Stores, L.P. under the Colorado Lease are guaranteed by
Best Buy Co., Inc., a Minnesota corporation, pursuant to a Guaranty, dated
February 27, 2006 (the "Best Buy Guaranty"). The term of the Colorado Lease in
effect at the time of acquisition commenced on May 1, 2021 and ended on March
31, 2022. The first extended lease term of the Colorado Lease commenced on April
1, 2022 and ends on March 31, 2027, with a second option to renew for a
five-year term. Under the Colorado Lease, Best Buy Stores, L.P. is responsible
for operating expenses, real estate taxes, insurance, repairs, maintenance and
capital expenditures, in addition to base rent. In connection with the
acquisition of the Colorado Property, the Colorado SPE entered into an
Assignment and Assumption of Lease, Security Deposit and Guaranty ("Assignment
and Assumption of Colorado Lease") with the seller of the Colorado Property,
dated December 28, 2021, pursuant to which the seller assigned and the Colorado
SPE assumed all of the seller's rights and obligations under the Colorado Lease
and related Best Buy Guaranty.

The following table provides certain information about the Colorado Property and
the Colorado Lease:

                                                                            Annualized            Tenant
                        Property     Lease Expiration     Rentable         Base Rent in          Renewal
  Property Type         Location           Date          Square Feet           2022             Options(1)
    Retail          Grand Junction,     3/31/2027          30,700         $353,061                 One,
                    Colorado                                                                    five-year
                                                                                                 renewal
                                                                                                  option
                                                                                                remaining

________________

(1) Annualized base rent escalates to $388,368 upon exercise of the renewal

option commencing April 1, 2027.





The foregoing descriptions of the Colorado Purchase and Sale Agreement, Colorado
First Amendment, Colorado Assignment Agreement, Colorado Lease, Best Buy
Guaranty, and Assignment and Assumption of Colorado Lease are only summaries and
are qualified in their entirety by reference to the complete text of such
documents, which are attached as Exhibits.

Illinois Property



On January 7, 2022, the Operating Partnership of the Company, through a single
purpose limited liability company (the "Illinois SPE") of which the Company owns
100% of the membership interests, completed the acquisition of a 10,900
square-foot, single-tenant medical retail property in Chicago, Illinois (the
"Illinois Property"). The Operating Partnership entered into a Purchase and Sale
Agreement, dated October 27, 2021, with Elliott Bay Healthcare Realty, LLC, a
Delaware limited liability company, for the purchase of the Illinois Property at
a purchase price of approximately $3,100,000, excluding transaction costs (the
"Illinois Purchase and Sale Agreement"), which was amended on December 10, 2021
(the "Illinois First Amendment"). Pursuant to an Assignment and Assumption of
Purchase


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and Sale Agreement, effective as of December 23, 2021 (the "Illinois Assignment
Agreement"), the Operating Partnership assigned, and the Illinois SPE assumed,
all of the Operating Partnership's right, title and interest in and under the
Illinois Purchase and Sale Agreement and Illinois First Amendment, giving the
Illinois SPE the right to acquire the Illinois Property pursuant to the Illinois
Purchase and Sale Agreement. Elliott Bay Healthcare Realty, LLC and the Illinois
SPE entered into a Second Amendment to the Illinois Purchase and Sale Agreement,
dated January 3, 2022 (the "Illinois Second Amendment"). The seller of the
Illinois Property is not affiliated with the Company or any of the Company's
affiliates. The Operating Partnership funded the purchase price of the Illinois
Property and related transaction costs using cash on hand of approximately
$1,550,000 from the Company's initial public offering, which closed in September
2021, and approximately $1,550,000 of debt financing, as discussed below in Item
2.03.

The Illinois Property is 100% leased to WSKC Dialysis Services, Inc., an
Illinois corporation, pursuant to a lease, dated as of January 24, 2006, as
amended on August 16, 2016, and on November 13, 2020, between Elliott Bay
Healthcare Realty, LLC, as landlord, and WSKC Dialysis Services, Inc., as tenant
(the "Illinois Lease"). The obligations of WSKC Dialysis Services, Inc. under
the Illinois Lease are guaranteed by Fresenius Medical Care Holdings, Inc., a
New York corporation, pursuant to a Guaranty, dated January 24, 2006 (the
"Fresenius Guaranty"). The current term of the Illinois Lease at the time of
acquisition commenced on November 1, 2021 and expires on October 31, 2026, with
. . .

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Financing of Colorado Property

The Operating Partnership partially financed the acquisition of the Colorado
Property with its existing Master Credit Facility with American Momentum Bank
(the "Lender"), dated October 26, 2021 (the "Credit Facility"). In connection
with the acquisition of the Property, the Colorado SPE entered into a loan
agreement and related promissory note on December 28, 2021, for $2,350,000
pursuant to the Credit Facility (the "Colorado Loan"). The Colorado Loan accrues
interest at a variable rate equal to the Wall Street Journal Prime rate,
adjusted monthly, subject to a floor interest rate of 3.25% per annum. The
Colorado Loan has an interest-only payment term for twenty-four
months commencing January 28, 2022, and all interest and principal outstanding
is due and payable in full on December 28, 2023. The Colorado Loan permits full
or partial prepayment without penalty. The Colorado Loan is secured by the
Colorado Property and the associated rental income. Payment is guaranteed by the
Operating Partnership and David Sobelman, the Company's Chairman, President and
Chief Executive Officer. The Colorado Loan also provides that as of December 31,
2022 and continuing on the same date of each year thereafter, the Colorado SPE,
as borrower, shall have achieved and maintain a debt service coverage ratio of
not less than 1.50 to 1.00 over the remaining term of the Colorado Loan. If, on
any such date, the debt service coverage ratio is less than 1.50 to 1.00, the
Colorado SPE shall be obligated to pay to the Lender, within ten (10) days after
receipt of written notice thereof, a prepayment of principal in an amount such
that after giving effect to such prepayment of principal and re-amortization of
the Colorado Loan, the debt service coverage ratio shall once again be equal to
or greater than 1.50 to 1.00. The Colorado Loan also contains other customary
affirmative covenants, negative covenants and events of default.

The foregoing description of the Colorado Loan is only a summary and is qualified in its entirety by reference to the complete text of the promissory note, loan agreement, and guaranty, which are attached hereto as Exhibits.

--------------------------------------------------------------------------------

Financing of Illinois Property

The Operating Partnership partially financed the acquisition of the Illinois
Property with its Credit Facility. In connection with the acquisition of the
Illinois Property, the Illinois SPE entered into a loan agreement and related
promissory note on January 7, 2022, for $1,550,000 pursuant to the Credit
Facility (the "Illinois Loan"). The Illinois Loan accrues interest at a variable
rate equal to the Wall Street Journal Prime rate, adjusted monthly, subject to a
floor interest rate of 3.25% per annum. The Illinois Loan has an interest-only
payment term for twenty-four months commencing January 2022, and all interest
and principal outstanding is due and payable in full in December 2023. The
Illinois Loan permits full or partial prepayment without penalty. The Illinois
Loan is secured by the Illinois Property and the associated rental
income. Payment is guaranteed by the Operating Partnership and David Sobelman,
the Company's Chairman, President and Chief Executive Officer. The Illinois Loan
also provides that as of December 31, 2022 and continuing on the same date of
each year thereafter, the Illinois SPE, as borrower, shall have achieved and
maintain a debt service coverage ratio of not less than 1.50 to 1.00 over the
remaining term of the Illinois Loan. If, on any such date, the debt service
coverage ratio is less than 1.50 to 1.00, the Illinois SPE shall be obligated to
pay to the Lender, within ten (10) days after receipt of written notice thereof,
a prepayment of principal in an amount such that after giving effect to such
prepayment of principal and re-amortization of the Illinois Loan, the debt
service coverage ratio shall once again be equal to or greater than 1.50 to
1.00. The Illinois Loan also contains other customary affirmative covenants,
negative covenants and events of default.

The foregoing description of the Illinois Loan is only a summary and is qualified in its entirety by reference to the complete text of the Promissory Note, the Loan Agreement, and the Guaranty, which are attached hereto as Exhibits.

Item 7.01. Regulation FD Disclosure.



The Company issued a press release on January 4, 2022, announcing the completion
of the acquisition of the Colorado Property and on January 11, 2022, announcing
the completion of the acquisition of the Illinois Property. A copy of such press
releases are attached hereto as Exhibits 99.1 and 99.2 and incorporated herein
by reference.

The information in this Item 7.01 and the related information in Exhibits 99.1
and 99.2 attached hereto shall not be deemed "filed" for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or
otherwise subject to the liabilities of that section and shall not be deemed
incorporated by reference in any filing made by the Company under the Securities
Act of 1933, as amended or the Exchange Act except as set forth by specific
reference in such filing.

Item 9.01 Financial Statements and Exhibits



The historical financial statements listed in Item 9.01(a) present the results
of operations of each of the Colorado Property and the Illinois Property during
periods prior to their acquisition by us and exclude, as permitted by
Rule 3-14 of Regulation S-X, items of expense which we expect may not be
comparable to our expected future operations.

(a) Financial Statements of Businesses Acquired.

The following financial statements of the Colorado Property are attached hereto as Exhibit 99.3 and incorporated by reference herein:



Independent Auditor's Report
Statement of Revenues and Certain Operating Expenses for the for the nine months
ended September 30, 2021 (audited)
Notes to Statement of Revenues and Certain Operating Expenses

The following financial statements of the Illinois Property are attached hereto as Exhibit 99.4 and incorporated by reference herein:



Independent Auditor's Report
Statement of Revenues and Certain Operating Expenses for the for the year ended
December 31, 2021 (audited)
Notes to Statement of Revenues and Certain Operating Expenses


  (b) Pro Forma Financial Information.






--------------------------------------------------------------------------------

The Unaudited Pro Forma Consolidated Statement of Operations for the Company giving effect to the acquisitions of each of the Colorado Property and the Illinois Property as if such acquisitions occurred on January 1, 2021 is attached as Exhibit 99.5 and incorporated by reference herein.

The Unaudited Pro Forma Balance Sheet for the Company giving effect to the acquisitions of the Illinois Property as if the acquisition occurred on December 31, 2021 is attached as Exhibit 99.5 and incorporated by reference herein.



The Unaudited Pro Forma Statement of Taxable Operating Results and Cash to be
Made Available by Operations for the Company giving effect to the acquisitions
of the Colorado and Illinois Property as if such acquisitions occurred on
January 1, 2021 is attached as Exhibit 99.5 and incorporated by reference
herein.

(c) Exhibits



The exhibits filed as part of this Current Report on Form 8-K are identified in
the Exhibit Index immediately following the signature page of this report. Such
Exhibit Index is incorporated herein by reference.





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                                 Exhibit Index

Exhibit
  No.     Description

 10.1       Purchase and Sale Agreement, dated October 28, 2021, between

Generation Income Properties, LP and OREOF19 BR, LLC. (incorporated by


          reference to Exhibit 10.1 of the Company's Form 10-Q filed on May 16,
          2022).

 10.2       First Amendment to Purchase and Sale Agreement, effective as of
          December 10, 2021, between Generation Income Properties, LP and OREOF19

BR, LLC. (incorporated by reference to Exhibit 10.2 of the Company's

Form 10-Q filed on May 16, 2022).

10.3 Assignment and Assumption of Purchase and Sale Agreement, effective as

of December 23, 2021, by and between Generation Income Properties, LP

and GIPCO 585 24 ½ ROAD, LLC. (incorporated by reference to Exhibit 10.3


          of the Company's Form 10-Q filed on May 16, 2022).

 10.4       Lease Agreement, dated as of February 27, 2006, between OREOF19 BR,

LLC, as landlord, and Best Buy Stores, L.P., as tenant, as amended by

that certain first amendment to lease, dated May 19, 2021. (incorporated


          by reference to Exhibit 10.4 of the Company's Form 10-Q filed on May 16,
          2022).

 10.5       Guaranty, dated February 27, 2006, by Best Buy Co., Inc. in favor of
          OREOF BR, LLC. (incorporated by reference to Exhibit 10.5 of the
          Company's Form 10-Q filed on May 16, 2022).

 10.6       Purchase and Sale Agreement, dated October 27, 2021, between

Generation Income Properties, LP and Elliott Bay Healthcare Realty, LLC.


          (incorporated by reference to Exhibit 10.6 of the Company's Form 10-Q
          filed on May 16, 2022).

 10.7       First Amendment to Purchase and Sale Agreement, dated December 10,
          2021, between Generation Income Properties, LP and Elliott Bay

Healthcare Realty, LLC. (incorporated by reference to Exhibit 10.7 of

the Company's Form 10-Q filed on May 16, 2022).

10.8 Assignment and Assumption of Purchase and Sale Agreement, effective as

of December 23, 2021, by and between Generation Income Properties, LP


          and GIPIL 3134 W 76th Street, LLC. (incorporated by reference to Exhibit
          10.8 of the Company's Form 10-Q filed on May 16, 2022).

 10.9       Second Amendment to Purchase and Sale Agreement, effective as of
          January 3, 2022, between Elliott Bay Healthcare Realty, LLC and GIPIL
          3134 W 76th Street, LLC. (incorporated by reference to Exhibit 10.9 of
          the Company's Form 10-Q filed on May 16, 2022).

 10.10      Lease Agreement, dated as of January 24, 2006, between Elliott Bay
          Healthcare Realty, LLC, as landlord, and WSKC Dialysis Services, Inc.,
          as tenant, as amended on August 16, 2016, and on November 13, 2020  .

10.11 Assignment and Assumption of Lease, Security Deposit and Guaranty,


          dated December 28, 2022, by and between OREOF19 BR, LLC and GIPCO 585 24
          1/2 Road, LLC.
 10.12      Promissory Note, dated December 28, 2021, issued by GIPCO 585 24 ½
          ROAD, LLC, as borrower, in favor of American Momentum Bank, as lender.

Guaranty, dated January 24, 2006, by Fresenius Medical Care Holdings,

Inc. in favor of Elliott Bay Healthcare Realty, LLC. (incorporated by


          reference to Exhibit 10.12 of the Company's Form 10-Q filed on May 16,
          2022).

10.13 Loan Agreement, dated December 28, 2021, by and between GIPCO 585 24 ½

ROAD, LLC and American Momentum Bank. Guaranty, dated January 24, 2006,

by Fresenius Medical Care Holdings, Inc. in favor of Elliott Bay

Healthcare Realty, LLC. (incorporated by reference to Exhibit 10.13 of

the Company's Form 10-Q filed on May 16, 2022).

10.14 Absolute Guaranty of Payment and Performance, dated December 28, 2021,

by David Sobelman and Generation Income Properties, LP in favor of

American Momentum Bank. (incorporated by reference to Exhibit 10.14 of


          the Company's Form 10-Q filed on May 16, 2022).

 10.15      Promissory Note, dated [December 28, 2021], issued by GIPIL 3134 W

76th Street, LLC, as borrower, in favor of American Momentum Bank, as

lender. (incorporated by reference to Exhibit 10.15 of the Company's


          Form 10-Q filed on May 16, 2022).





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10.16 Loan Agreement, dated January 7, 2021, by and between GIPIL 3134 W

76th Street, LLC and American Momentum Bank. (incorporated by reference


        to Exhibit 10.16 of the Company's Form 10-Q filed on May 16, 2022).
10.17     Absolute Guaranty of Payment and Performance, dated [December 28,
        2021], by David Sobelman and Generation Income Properties, LP in favor
        of American Momentum Bank. (incorporated by reference to Exhibit 10.17
        of the Company's Form 10-Q filed on May 16, 2022).

99.1      Press Release dated January 4, 2022.

99.2      Press Release dated January 11, 2022.

99.3*     Financial Statements of the Colorado Property.

99.4*     Financial Statements of the Illinois Property  .

99.5*     Unaudited Pro Forma Consolidated Financial Statements  .

 104    Cover Page Interactive Data File (embedded within the Inline XBRL
        document).

        * Filed herewith

        ** Certain schedules have been omitted from this Exhibit pursuant to
        Item 601(a)(5) of Regulation S-K. The Company will furnish a copy of the
        omitted schedule to the U.S. Securities and Exchange Commission or its
        staff upon request.

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