UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Securities Registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| 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). |
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: January 20, 2023 | INNOVATIVE INDUSTRIAL PROPERTIES, INC. | |
| By: | /s/ Catherine Hastings | |
| Name: | Catherine Hastings | |
| Title: | Chief Financial Officer | |