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)

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):

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.

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.