Current Report Filing (8-k)
27 12월 2021 - 8:04PM
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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): December 23, 2021
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 3.02 Unregistered Sales of Equity Securities.
On December 23, 2021, IIP Operating Partnership,
LP (the “Operating Partnership”), the operating partnership of Innovative Industrial Properties, Inc. (the “Company”),
and the Company entered into separate privately-negotiated exchange agreements (the “Exchange Agreements”) with certain holders
of the Operating Partnership’s 3.75% Exchangeable Senior Notes due 2024 (the “Notes”), pursuant to which the Operating
Partnership will deliver and pay an aggregate of (a) 1,684,237 shares of the Company’s common stock, par value $0.001 per share
(the “Common Stock”), and (b) approximately $2.3 million in cash, collectively, in exchange for approximately $110.4 million
principal amount of the Notes (the “Exchange Transactions”).
The Exchange Transactions are expected to close
on or about December 29, 2021. Following the closing of the Exchange Transactions, approximately $33.4 million in aggregate principal
amount of the Notes will remain outstanding with terms unchanged.
The Exchange Transactions are being conducted as
a private placement and the shares of Common Stock to be issued in the Exchange Transactions will be issued under the exemption from the
registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), afforded by Section 4(a)(2) of
the Securities Act and were offered only to persons reasonably believed to be institutional “accredited investors” within
the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act that are also “qualified institutional
buyers” within the meaning of Rule 144A promulgated under the Securities Act. The Company is relying on this exemption from registration
based on the representations made by the holders of the Notes participating in the Exchange Transactions.
This Current Report on Form 8-K does
not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or
sale in any jurisdiction in which such offering would be unlawful.
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: December 27, 2021
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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
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Innovative Industrial Pr... (NYSE:IIPR)
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