Form 10-K/A - Annual report [Section 13 and 15(d), not S-K Item 405]: [Amend]
30 Agosto 2024 - 6:01PM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
10-K/A
Amendment No.
1
(Mark One)
x |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Fiscal Year Ended
December 31, 2023
OR
¨ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Transition Period From
_______to ________
Commission File Number: 001-37949
Innovative Industrial
Properties, Inc.
(Exact name of registrant as
specified in its charter)
Maryland |
81-2963381 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
|
|
1389 Center Drive, Suite 200, Park City, UT 84098 |
(858) 997-3332 |
(Address of principal executive offices) |
(Registrant’s telephone number) |
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
|
Name of Each Exchange on Which Registered |
Common Stock, par value $0.001 per share |
IIPR |
New York Stock Exchange |
Series A Preferred Stock, par value $0.001 per share |
IIPR-PA |
New York Stock Exchange |
Securities registered pursuant
to Section 12(g) of the Act:
None.
Indicate
by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES x NO ¨
Indicate
by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. YES ¨
NO x
Indicate
by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange
Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. YES x NO
¨
Indicate
by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405
of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant
was required to submit such files). YES x NO ¨
Indicate by check mark whether the Registrant is
a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See
the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and
“emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer x |
Accelerated
filer ¨ |
|
|
Non-accelerated filer ¨ |
Smaller reporting company ¨ |
|
|
|
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. ¨
Indicate by check mark whether the Registrant has filed a report
on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under
Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its
audit report. x
If securities
are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included
in the filing reflect the correction of an error to previously issued financial statements. ¨
Indicate by
check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received
by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨
Indicate
by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ¨ NO x
The aggregate market value of the common stock held
by non-affiliates of the Registrant was approximately $2.0 billion, based upon the last reported sale price of $73.01 per share on the
New York Stock Exchange on June 30, 2023, the last business day of the Registrant’s most recently completed second quarter.
As of February 27, 2024, there were 28,205,423 shares
of common stock outstanding.
DOCUMENTS INCORPORATED BY
REFERENCE
Portions of Innovative Industrial Properties, Inc.’s
Proxy Statement with respect to its 2024 Annual Meeting of Stockholders are incorporated by reference into Part III hereof.
Auditor Name: | |
Auditor Location: | |
Auditor Firm ID: |
BDO USA, P.C. | |
San Diego, California | |
PCAOB ID #243 |
EXPLANATORY NOTE
Innovative Industrial Properties, Inc. (the “Company”)
is filing this Amendment No. 1 to the Annual Report on Form 10-K (this “Form 10-K/A”) for the fiscal year ended December 31,
2023, originally filed with the Securities and Exchange Commission on February 27, 2024 (the “Original Filing”), solely for
the purpose of correcting a scrivener’s error in the certifications filed as Exhibits 31.1 and 31.2 (the “Certifications”)
to the Original Filing. At the time the Company filed its Original Filing, the Company’s certifying officers had completed the matters
covered by paragraph 4(b) and the introductory language in paragraph 4 of the Certifications, referring to its internal control over financial
reporting. The Certifications filed with the Original Filing contained a scrivener’s error in that they inadvertently omitted
such language, and the corrected Certifications are being filed as Exhibits 31.1 and 31.2 with this Form 10-K/A. Because no financial
statements have been included in this Form 10-K/A, paragraph 3 of each of the Certifications has been omitted.
Please note that the only changes to the Original
Filing are those related to the matters described herein. Except as described above, no changes have been made to the Original Filing,
and this Form 10-K/A does not modify, amend or update any of the other financial information or other information contained in the Original
Filing, and except as specifically provided herein, this Form 10-K/A does not reflect any information or events occurring after the date
of the Original Filing.
PART IV
ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULE
(3) Exhibits
Exhibit
Number |
|
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.(1) |
3.1 |
|
Second Articles of Amendment and Restatement of Innovative Industrial Properties, Inc. (including Articles Supplementary Classifying Innovative Industrial Properties, Inc.’s 9.00% Series A Cumulative Redeemable Preferred Stock).(2) |
3.2 |
|
Third Amended and Restated Bylaws of Innovative Industrial Properties, Inc.(3) |
4.1 |
|
Form of Certificate for Common Stock.(4) |
4.2 |
|
Indenture, dated as of February 21, 2019, among IIP Operating Partnership, LP, as issuer, Innovative Industrial Properties, Inc. and the subsidiaries of IIP Operating Partnership, LP, as guarantors, Argent Institutional Trust Company, as trustee (as successor-in-interest to GLAS Trust Company LLC), and Securities Transfer Corporation, as registrar (as successor-in-interest to GLAS Trust Company LLC), including the Form of Note representing IIP Operating Partnership, LP’s 3.75% Exchangeable Senior Notes due 2024.(5) |
4.3 |
|
Indenture, dated as of May 25, 2021, among Innovative Industrial Properties, Inc., IIP Operating Partnership, LP, the Subsidiary Guarantors set forth on the signature page thereto, Argent Institutional Trust Company, as trustee (as successor-in-interest to GLAS Trust Company LLC), and Securities Transfer Corporation, as registrar (as successor-in-interest to GLAS Trust Company LLC), including the form of 5.50% Senior Note due 2026.(6) |
4.4 |
|
Innovative Industrial Properties, Inc. Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended.(7) |
10.1 |
|
Agreement of Limited Partnership of IIP Operating Partnership, LP.(8) |
10.2+ |
|
2016 Omnibus Incentive Plan.(8) |
10.3+ |
|
Form of Restricted Stock Award Agreement for Officers.(9) |
10.4+ |
|
Form of Restricted Stock Award Agreement for Directors.(9) |
10.5+ |
|
Form of Restricted Stock Unit Award Agreement.(10) |
10.6+ |
|
Form of 2021 Performance Share Unit Award Agreement.(11) |
10.6+ |
|
Form of 2022 Performance Share Unit Award Agreement.(12) |
10.7+ |
|
Form of Indemnification Agreement between Innovative Industrial Properties, Inc. and each of its Directors and Officers.(4) |
10.8+ |
|
Severance and Change of Control Agreement dated as of January 18, 2017 among Innovative Industrial Properties, Inc., IIP Operating Partnership, LP and Alan Gold.(13) |
10.9+ |
|
Severance and Change of Control Agreement dated as of January 18, 2017 among Innovative Industrial Properties, Inc., IIP Operating Partnership, LP and Paul Smithers.(13) |
10.10+ |
|
Severance and Change of Control Agreement dated as of January 18, 2017 among Innovative Industrial Properties, Inc., IIP Operating Partnership, LP and Brian Wolfe.(13) |
10.11+ |
|
Severance and Change of Control Agreement dated as of June 7, 2017 among Innovative Industrial Properties, Inc., IIP Operating Partnership, LP and Catherine Hastings.(14) |
10.12+ |
|
Severance and Change of Control Agreement dated as of March 29, 2023 among Innovative Industrial Properties, Inc., IIP Operating Partnership, LP and David Smith.(15) |
10.13+ |
|
Director Compensation Policy.(11) |
10.14+ |
|
Innovative Industrial Properties, Inc. Nonqualified Deferred Compensation Plan.(16) |
10.15 |
|
Registration Rights Agreement, dated as of May 25, 2021, among Innovative Industrial Properties, Inc., IIP Operating Partnership, LP, the Subsidiary Guarantors set forth on the signature page thereto and BTIG, LLC, as representative of the initial purchasers.(6) |
21.1* |
|
List of Subsidiaries of Innovative Industrial Properties, Inc. |
22.1 |
|
List of Subsidiary Guarantors.(17) |
23.1* |
|
Consent of Independent Registered Public Accounting Firm. |
31.1** |
|
Certifications of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
31.2** |
|
Certifications of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
32.1* |
|
Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
97.1* |
|
Innovative Industrial Properties, Inc. Compensation Recovery Policy. |
101.INS* |
|
XBRL Instance Document. |
101.SCH* |
|
XBRL Taxonomy Extension Schema Document. |
101.CAL* |
|
XBRL Taxonomy Extension Calculation Linkbase Document. |
101.DEF* |
|
XBRL Taxonomy Extension Definition Linkbase Document. |
101.LAB* |
|
XBRL Taxonomy Extension Label Linkbase Document. |
101.PRE* |
|
XBRL Taxonomy Extension Presentation Linkbase Document. |
104** |
|
Cover Page Interactive Date File (formatted as Inline XBRL and contained in Exhibit 101). |
| + | Indicates management contract or compensatory plan. |
| (1) | Incorporated by reference to Innovative Industrial Properties, Inc.’s Current Report on Form 8-K filed with the SEC
on January 23, 2023. |
| (2) | Incorporated herein by reference to Innovative Industrial Properties, Inc.’s Quarterly Report on Form 10-Q filed with
the SEC on August 6, 2020. |
| (3) | Incorporated by reference to Innovative Industrial Properties, Inc.’s Current Report on Form 8-K filed with the SEC
on December 8, 2022. |
| (4) | Incorporated by reference to Innovative Industrial Properties, Inc.’s Registration Statement on Form S-11, as amended
(File No. 333-214148), filed with the SEC on November 17, 2016. |
| (5) | Incorporated herein by reference to Innovative Industrial Properties, Inc.’s Current Report on Form 8-K filed with
the SEC on February 21, 2019. |
| (6) | Incorporated herein by reference to Innovative Industrial Properties, Inc.’s Current Report on Form 8-K filed with
the SEC on May 25, 2021. |
| (7) | Incorporated herein by reference to Innovative Industrial Properties, Inc.’s Annual Report on Form 10-K filed with the SEC on
February 26, 2021. |
| (8) | Incorporated by reference to Innovative Industrial Properties, Inc.’s Registration Statement on Form S-11, as amended
(File No. 333-214148), filed with the SEC on October 17, 2016. |
| (9) | Incorporated by reference to Innovative Industrial Properties, Inc.’s Registration Statement on Form S-8 (File No. 333-214919),
filed with the SEC on December 6, 2016. |
| (10) | Incorporated by reference to Innovative Industrial Properties, Inc.’s Current Report on Form 8-K filed with the SEC
on January 6, 2020. |
| (11) | Incorporated by reference to Innovative Industrial Properties, Inc.’s Current Report on Form 8-K filed with the SEC
on January 15, 2021. |
| (12) | Incorporated by reference to Innovative Industrial Properties, Inc.’s Current Report on Form 8-K filed with the SEC
on January 12, 2022. |
| (13) | Incorporated herein by reference to Innovative Industrial Properties, Inc.’s Current Report on Form 8-K filed with
the SEC on January 24, 2017. |
| (14) | Incorporated herein by reference to Innovative Industrial Properties, Inc.’s Current Report on Form 8-K filed with
the SEC on June 8, 2017. |
| (15) | Incorporated herein by reference to Innovative Industrial Properties, Inc.’s Current Report on Form 8-K filed with
the SEC on March 30, 2023. |
| (16) | Incorporated herein by reference to Innovative Industrial Properties, Inc.’s Current Report on Form 8-K filed with the SEC on
November 18, 2019. |
| (17) | Incorporated by reference to Innovative Industrial Properties, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on August
3, 2023. |
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.
INNOVATIVE INDUSTRIAL PROPERTIES, INC. |
|
|
|
By: |
/s/ David Smith |
|
David Smith |
|
Chief Financial Officer and Treasurer |
|
(Principal Financial Officer) |
|
|
|
|
Dated August 30, 2024 |
|
Exhibit 31.1
Innovative Industrial Properties, Inc.
Annual Certification of Chief Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
I, Paul Smithers, certify that:
| 1) | I have reviewed this Amendment
No. 1 to Annual Report on Form 10-K/A of Innovative Industrial Properties, Inc.; |
| 2) | Based on my knowledge, this
report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3) | [intentionally omitted]; |
| 4) | The registrant’s other certifying
officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for
the registrant and have: |
| (a) | Designed such disclosure controls and procedures,
or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating
to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during
the period in which this report is being prepared; |
| (b) | Designed such internal control over financial
reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant’s
disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in
the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter
(the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely
to materially affect, the registrant’s internal control over financial reporting; and |
| 5) | The registrant’s other certifying
officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s
auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material
weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the
registrant’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: August 30, 2024 | |
| |
| /s/ Paul Smithers |
| Paul Smithers |
| Chief Executive Officer, President
and Director |
Exhibit 31.2
Innovative Industrial Properties, Inc.
Annual Certification of Chief Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
I, David Smith, certify that:
| 1) | I have reviewed this Amendment
No. 1 to Annual Report on Form 10-K/A of Innovative Industrial Properties, Inc.; |
| 2) | Based on my knowledge, this report
does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3) | [intentionally omitted]; |
| 4) | The registrant’s other certifying
officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for
the registrant and have: |
| (a) | Designed such disclosure controls and
procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial
reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant’s
disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in
the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter
(the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely
to materially affect, the registrant’s internal control over financial reporting; and |
| 5) | The registrant’s other certifying
officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s
auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses
in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s
ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that
involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: August 30, 2024 | |
| |
| /s/ David Smith |
| David Smith |
| Chief Financial Officer and Treasurer |
v3.24.2.u1
Cover - USD ($)
|
12 Months Ended |
|
|
Dec. 31, 2023 |
Feb. 27, 2024 |
Jun. 30, 2023 |
Document Information [Line Items] |
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Document Type |
10-K/A
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Amendment Flag |
false
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Document Period End Date |
Dec. 31, 2023
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Document Fiscal Period Focus |
FY
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Document Fiscal Year Focus |
2023
|
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Current Fiscal Year End Date |
--12-31
|
|
|
Entity File Number |
001-37949
|
|
|
Entity Registrant Name |
Innovative Industrial
Properties, Inc.
|
|
|
Entity Central Index Key |
0001677576
|
|
|
Entity Tax Identification Number |
81-2963381
|
|
|
Entity Incorporation, State or Country Code |
MD
|
|
|
Entity Address, Address Line One |
1389 Center Drive, Suite 200
|
|
|
Entity Address, City or Town |
Park City
|
|
|
Entity Address, State or Province |
UT
|
|
|
Entity Address, Postal Zip Code |
84098
|
|
|
City Area Code |
858
|
|
|
Local Phone Number |
997-3332
|
|
|
Entity Well-known Seasoned Issuer |
Yes
|
|
|
Entity Voluntary Filers |
No
|
|
|
Entity Current Reporting Status |
Yes
|
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Entity Interactive Data Current |
Yes
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Entity Filer Category |
Large Accelerated Filer
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Entity Small Business |
false
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Entity Emerging Growth Company |
false
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Entity Shell Company |
false
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Entity Public Float |
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$ 2,000,000,000
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Entity Common Stock, Shares Outstanding |
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28,205,423
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ICFR Auditor Attestation Flag |
true
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Document Financial Statement Error Correction [Flag] |
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Auditor Name |
BDO USA, P.C.
|
|
|
Auditor Location |
San Diego, California
|
|
|
Auditor Firm ID |
243
|
|
|
Common Stock [Member] |
|
|
|
Document Information [Line Items] |
|
|
|
Title of 12(b) Security |
Common Stock, par value $0.001 per share
|
|
|
Trading Symbol |
IIPR
|
|
|
Security Exchange Name |
NYSE
|
|
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Series A Preferred Stock, par value $0.001 per share [Member] |
|
|
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Document Information [Line Items] |
|
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Title of 12(b) Security |
Series A Preferred Stock, par value $0.001 per share
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Trading Symbol |
IIPR-PA
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Security Exchange Name |
NYSE
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