Current Report Filing (8-k)
October 09 2018 - 4:33PM
Edgar (US Regulatory)
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): October 3, 2018
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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11440 West Bernardo
Court, Suite 220
San Diego, California
92127
(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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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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))
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.
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Item 1.01
Entry
into a Material Definitive Agreement.
On October 3,
2018, Innovative Industrial Properties, Inc. (the “Company”) and IIP Operating Partnership, LP, a Delaware limited
partnership (the “Operating Partnership”), entered into an underwriting agreement (the “Underwriting Agreement”)
with Ladenburg Thalmann & Co. Inc., as representative of the underwriters (the “Underwriters”), pursuant to which
the Company agreed to issue and sell to the Underwriters 2,600,000 shares of the Company's common stock, par value $0.001 per share
(the “Common Stock”), plus up to 390,000 shares of Common Stock pursuant to an option to purchase additional shares
(together, the “Shares”), at a price to the public of $40.00 per share (the “Offering”). The Underwriters
exercised their option to purchase additional shares in full on October 4, 2018. The offering closed on October 9, 2018. Gross
proceeds from the offering of a total of 2,990,000 shares were $119.6 million. After the closing of the offering, the number
of shares of Common Stock outstanding was 9,385,800.
Under the terms
of the Underwriting Agreement, the Company and the Operating Partnership have agreed to jointly and severally indemnify the Underwriters
against certain liabilities, including liabilities under the Securities Act of 1933, as amended, the Securities Exchange Act of
1934, as amended, and other federal or state statutory laws or regulations. The Underwriting Agreement contains customary representations,
warranties, covenants, obligations of the parties and termination provisions. The Underwriting Agreement is filed as Exhibit 1.1
to this Current Report on Form 8-K and the description of the Underwriting Agreement contained herein is qualified in its entirety
by reference to such exhibit.
The offering is
being conducted pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-225702). The offering was made
pursuant to the prospectus supplement, dated October 4, 2018 (the “Prospectus Supplement”), and the accompanying prospectus,
dated July 3, 2018, filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act of 1933, as
amended.
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 7.01 Regulation FD Disclosure.
On October 3,
2018, the Company issued a press release announcing the commencement of the Offering; on October 3, 2018, the Company issued a
press release announcing the pricing of the Offering; and on October 9, 2018, the Company issued a press release announcing the
exercise by the Underwriters of the over-allotment option, copies of which are attached hereto as Exhibits 99.1, 99.2 and 99.3,
respectively.
The information
contained in Item 7.01 of this report, including Exhibits 99.1, 99.2 and 99.3, is being furnished and shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to
the liabilities of that section. Such information shall not be incorporated by reference into any filing of the Company, whether
made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01. Financial Statements
and Exhibits.
(d) Exhibits.
Exhibit
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Description
of Exhibit
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1.1
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Underwriting Agreement, dated as of October 3, 2018, between Innovative Industrial Properties,
Inc., IIP Operating Partnership, LP and Ladenburg Thalmann & Co. Inc., as representative of the several Underwriters.
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5.1
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Opinion of Foley & Lardner LLP (including consent of such firm).
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8.1
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Opinion of Foley & Lardner LLP regarding certain tax matters (including consent of such firm).
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23.1
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Consent of Foley & Lardner LLP (included in Exhibit 5.1).
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23.2
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Consent of Foley & Lardner LLP (included in Exhibit 8.1).
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99.1
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Press release issued by Innovative Industrial Properties, Inc. on October 3, 2018.
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99.2
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Press release issued by Innovative Industrial Properties, Inc. on October 3, 2018.
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99.3
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Press release issued by Innovative Industrial Properties, Inc. on October 9, 2018.
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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: October 9, 2018
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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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