UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 Other Events.
On November 9, 2026, Innovative Industrial Properties, Inc. (the “Company”) and IIP Operating Partnership, LP entered into amendments (collectively, the “Amendments”) to each of the Company's existing equity distribution agreements with BTIG, LLC, Piper Sandler & Co. and Roth Capital Partners, LLC (or their respective affiliates or agents), dated May 24, 2024, Stifel, Nicolaus & Company, Incorporated and A.G.P./Alliance Global Partners (or their respective affiliates or agents), dated May 13, 2025, and Huntington Securities, Inc. (or its affiliates or agents), dated August 31, 2026, solely to add the Company's 9.25% Series B Cumulative Redeemable Preferred Stock, par value $0.001 per share (“Series B Preferred Stock”), together with conforming changes, to the Company's at-the-market offering program for the offer and sale of shares having an aggregate offering price of up to $500,000,000 of the Company’s common stock, par value $0.001 per share (“common stock”), and 9.00% Series A Cumulative Redeemable Preferred Stock, par value $0.001 per share (“Series A Preferred Stock”). The Company refers to its common stock, Series A Preferred Stock, and Series B Preferred Stock, collectively, as the “Shares.”
The Shares will be offered pursuant to the Company’s registration statement on Form S-3 (Registration No. 333-285148) and a prospectus supplement dated November 9, 2026 (the “ATM Prospectus Supplement”). As of the date of this report, Shares having an aggregate offering price of approximately $336.9 million remain available for offer and sale pursuant to the ATM Prospectus Supplement. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Shares nor shall there be any sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the form of Amendment, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | Description of Exhibit | |
| 1.1 | Form of Amendment to Equity Distribution Agreement. | |
| 5.1 | Opinion of Foley & Lardner LLP regarding legality of the Shares. | |
| 8.1 | Opinion of Foley & Lardner LLP regarding certain tax matters. | |
| 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). |
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: November 9, 2026 | INNOVATIVE INDUSTRIAL PROPERTIES, INC. | |
| By: | /s/ David Smith | |
| Name: | David Smith | |
| Title: | Chief Financial Officer | |