Innovative Industrial Properties : Unregistered Sales of Equity Securities - Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 23, 2021

Innovative Industrial Properties, Inc.

(Exact name of registrant as specified in its charter)

Maryland		001-37949		81-2963381
(State or Other Jurisdiction of Incorporation)		(Commission File No.)		(I.R.S. Employer Identification No.)

1389 Center Drive, Suite 200

Park City, Utah84098

(Address of principal executive offices, including zip code)

Registrant's telephone number, including area code: [phone]

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicateby check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Securities Registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		IIPR		New York Stock Exchange
Series A Preferred Stock, par value $0.001 per share		IIPR-PA		New York Stock Exchange

Item 3.02 Unregistered Sales of Equity Securities.

On December 23, 2021, IIP Operating Partnership, LP (the "Operating Partnership"), the operating partnership of Innovative Industrial Properties, Inc. (the "Company"), and the Company entered into separate privately-negotiated exchange agreements (the "Exchange Agreements") with certain holders of the Operating Partnership's 3.75% Exchangeable Senior Notes due 2024 (the "Notes"), pursuant to which the Operating Partnership will deliver and pay an aggregate of (a) 1,684,237 shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), and (b) approximately $2.3 million in cash, collectively, in exchange for approximately $110.4 million principal amount of the Notes (the "Exchange Transactions").

The Exchange Transactions are expected to close on or about December 29, 2021. Following the closing of the Exchange Transactions, approximately $33.4 million in aggregate principal amount of the Notes will remain outstanding with terms unchanged.

The Exchange Transactions are being conducted as a private placement and the shares of Common Stock to be issued in the Exchange Transactions will be issued under the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), afforded by Section 4(a)(2) of the Securities Act and were offered only to persons reasonably believed to be institutional "accredited investors" within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act that are also "qualified institutional buyers" within the meaning of Rule 144A promulgated under the Securities Act. The Company is relying on this exemption from registration based on the representations made by the holders of the Notes participating in the Exchange Transactions.

This Current Report on Form 8-K does not constitute an 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 in which such offering would be unlawful.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 27, 2021	INNOVATIVE INDUSTRIAL PROPERTIES, INC.
	By:	/s/ Catherine Hastings
	Name:	Catherine Hastings
	Title:	Chief Financial Officer