Current Report Filing (8-k)
November 06 2020 - 4:11PM
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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): November 3, 2020
Innovative Industrial
Properties, Inc.
(Exact name
of registrant as specified in its charter)
Maryland
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001-37949
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81-2963381
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File No.)
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(I.R.S. Employer
Identification No.)
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1389 Center
Drive, Suite 200
Park City, Utah
84098
(Address of
principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (858) 997-3332
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):
¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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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. ¨
Securities Registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.001 per share
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IIPR
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New York Stock Exchange
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Series A Preferred Stock, par value $0.001 per share
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IIPR-PA
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New York Stock Exchange
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Item 1.01
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Entry into a Material
Definitive Agreement.
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On November 6, 2020, Innovative Industrial
Properties, Inc. (the “Company”) and IIP Operating Partnership, LP, a Delaware limited partnership (the “Operating
Partnership”), entered into separate equity distributions agreements with BTIG, LLC, Roth Capital Partners, LLC, Compass
Point Research & Trading, LLC, JMP Securities LLC, Ladenburg Thalmann & Co. Inc. 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% 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 effective registration statement on Form S-3 (File No. 333-235731), the base prospectus filed
as part of such registration statement and the prospectus supplement dated November 6, 2020.
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.
A copy of the opinion of Foley & Lardner
LLP relating to the legality of the issuance and sale of the Shares is attached to this Current Report on Form 8-K as Exhibit
5.1. A copy of the opinion of Foley & Lardner LLP with respect to certain tax matters is attached to this Current Report on
Form 8-K as Exhibit 8.1.
Item 1.02
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Termination of a Material Definitive Agreement.
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On November 3, 2020, the Company notified
each of BTIG, LLC, Compass Point Research & Trading, LLC and Ladenburg Thalmann & Co. Inc. of its election to terminate
each of the At-the-Market Sales Agreements, dated September 20, 2019, by and among the Company, Operating Partnership and each
of BTIG, LLC, Compass Point Research & Trading, LLC and Ladenburg Thalmann & Co. Inc. (together, the “Prior Sales
Agreements”). Pursuant to such notice, each of the Prior Sales Agreements will terminate effective as of November 8, 2020.
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 9.01.
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Financial Statements and Exhibits.
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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 6,
2020
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INNOVATIVE
INDUSTRIAL PROPERTIES, INC.
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By:
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/s/ Catherine Hastings
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Name:
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Catherine Hastings
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Title:
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Chief Financial
Officer, Chief Accounting Officer and Treasurer
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