Item 1.01 Entry
into a Material Definitive Agreement.
On September 20,
2019, Innovative Industrial Properties, Inc. (the “Company”) and IIP Operating Partnership, LP, a Delaware limited
partnership entered into separate equity distributions agreements with BTIG, LLC, Compass Point Research & Trading, LLC and
Ladenburg Thalmann & Co. Inc. (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 $250,000,000 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.
333-233311), the base prospectus filed as part of such registration statement and the prospectus supplement dated September
20, 2019.
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.