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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): August 9, 2025
GENERATION INCOME PROPERTIES, INC.
(Exact Name of Registrant as Specified in its Charter)
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Maryland |
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001-40771 |
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47-4427295 |
(State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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401 East Jackson Street, Suite 3300 Tampa, Florida |
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33602 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (813)-448-1234
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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:
☐ 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))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Common Stock, par value $0.01 per share |
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GIPR |
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The Nasdaq Stock Market LLC |
Warrants to purchase Common Stock |
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GIPRW |
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The Nasdaq Stock Market LLC |
Indicate by 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. ☐
Item 1.01 Entry into a Material Definitive Agreement
On August 9, 2025, Generation Income Properties, L.P. (“GIP LP”), the operating partnership of Generation Income Properties, Inc. (the “Company”), exercised its first 12-month extension option under the Amended and Restated Limited Liability Company Agreement (the “LLC Agreement”) of GIP VB SPE, LLC (the “JV Entity”), dated as of August 10, 2023, between GIP LP, as member and manager, and LC2-NNN Pref, LLC (the “Loci Member”).
Pursuant to Section 4.3(b) of the LLC Agreement, the August 10, 2025 mandatory redemption date of the Loci Member’s preferred equity investment was extended to 36 months from August 10, 2023 effective date of the LLC Agreement. In connection with the extension:
•GIP LP paid the Loci Member an extension fee of $141,000, equal to 100 basis points on the outstanding amount of the preferred equity investment.
•The preferred equity return was increased from 15.5% to 18%.
•The Accrued Preferred Return (as defined in the LLC Agreement) was increased from 10.5% to 13%, with the Current Preferred Return (as defined in the LLC Agreement) remaining at 5%, payable in arrears on or prior to the 15th day of each month.
•GIP LP confirmed that the trailing six-month annualized Adjusted Net Operating Income (as defined in the LLC Agreement) of the JV Entity exceeded $5,000,000, the Senior Loans (as defined in the LLC Agreement) had been extended through the end of the extension period, and there were no material breaches or defaults under the LLC Agreement or related agreements.
The foregoing description is qualified in its entirety by reference to the letter agreement dated August 9, 2025, which is filed as Exhibit 10.1 hereto and incorporated herein by reference, and the LLC Agreement.
Item 7.01 Regulation FD Disclosure
On August 13, 2025, the Company issued a press release announcing the above-description exercise of the extension option under the LLC Agreement. A copy of the press release is furnished as Exhibit 99.1.
The information furnished in this Item 7.01, including Exhibit 99.1 is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section. This information will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
Item 9.01 Financial Statements and Exhibits
Forward-Looking Statements
This Current Report on Form 8-K may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainty. Words such as “anticipate,” “estimate,” “expect,” “intend,” “plan,” and “project” and other similar words and expressions are intended to signify forward-looking statements. Forward-looking statements are not guarantees of future results and conditions but rather are subject to various risks and uncertainties. Such statements are based on management’s current expectations and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Investors are cautioned that there can be no assurance actual results or business conditions will not differ materially from those projected or suggested in such forward-looking statements as a result of various factors. Please refer to the risks detailed from time to time in the reports we file with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 28, 2025, as well as other filings on Form 10-Q and periodic filings on Form 8-K, for additional factors that could cause actual results to differ materially from those stated or implied by such forward-looking statements. We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, unless required by law.
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.
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GENERATION INCOME PROPERTIES, INC. |
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Date: August 13, 2025 |
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By: |
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/s/ Ron Cook |
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Ron Cook |
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Principal Finance and Accounting Officer |