Item 1.02 Termination of a Material Definitive Agreement.
On January 19, 2023, Innovative Industrial Properties, Inc. (the "Company")
notified each of BTIG, LLC, Roth Capital Partners, LLC, Compass Point Research &
Trading, LLC, Ladenburg Thalmann & Co. Inc. and Piper Sandler & Co. of its
election to terminate each of the At-the-Market Sales Agreements, dated November
6, 2020, by and among the Company, IIP Operating Partnership, LP, a Delaware
limited partnership (the "Operating Partnership") and each of BTIG, LLC, Roth
Capital Partners, LLC, Compass Point Research & Trading, LLC, Ladenburg Thalmann
& Co. Inc. and Piper Sandler & Co. (together, the "Prior Sales Agreements").
Pursuant to such notice, each of the Prior Sales Agreements will terminate
effective as of January 24, 2023. As a result of the termination of the Prior
Sales Agreements, there will be no further sales of the Company's common stock
thereunder.
Item 8.01 Other Events.
On January 20, 2023, the Company and the Operating Partnership entered into
separate equity distributions agreements with BTIG, LLC, Jefferies LLC, Roth
Capital Partners, LLC and Piper Sandler & Co. (each a "sales agent," and
collectively, the "sales agents"). In accordance with the terms of the equity
distribution agreements, the Company may offer and sell from time to time
through the sales agents, up to $500,000,000 of shares of its common stock, par
value $0.001 per share (the "Shares").
Sales of the Shares, if any, may be made by any method permitted by law deemed
to be an "at-the-market" offering as defined in Rule 415 under the Securities
Act of 1933, as amended, including, without limitation, sales made directly on
the New York Stock Exchange, on any other existing trading market for the
Company's common stock, in block trades or to or through a market maker or
through an electronic communications network. The sales agents are not required,
individually or collectively, to sell any specific number or dollar amount of
Shares, but upon acceptance of a placement notice from the Company and subject
to the terms and conditions of the applicable equity distribution agreement,
each sales agent, if acting as agent, will use commercially reasonable efforts
consistent with its normal trading and sales practices to sell Shares on the
terms set forth in such placement notice.
Each sales agent will receive from the Company a commission that will not
exceed, but may be lower than, 2.0% of the gross sales price of all Shares sold
through it as sales agent under the applicable equity distribution agreement.
The Company also may sell some or all of the Shares to a sales agent as
principal for its own account at a price agreed upon at the time of sale.
Sales of the Shares, if any, will be made pursuant to the Company's shelf
registration statement on Form S-3 (Registration No. 333- 262320), which
initially became effective upon filing with the Securities and Exchange
Commission ("SEC") on January 24, 2022, and a prospectus supplement dated
January 20, 2023, as the same may be amended or supplemented.
The foregoing description of the equity distribution agreements is not complete
and is qualified in its entirety by reference to the form of equity distribution
agreement filed as Exhibit 1.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Description of Exhibit
1.1 Form of Equity Distribution Agreement, dated as of January 20, 2023,
between Innovative Industrial Properties, Inc., IIP Operating
Partnership, LP and each sales agent.
5.1 Opinion of Foley & Lardner LLP (including consent of such firm).
8.1 Opinion of Foley & Lardner LLP regarding certain tax matters
(including consent of such firm).
23.1 Consent of Foley & Lardner LLP (included in Exhibit 5.1).
23.2 Consent of Foley & Lardner LLP (included in Exhibit 8.1).
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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INNOVATIVE INDUSTRIAL PROPERTIES, INC. 
