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): March 3, 2020

Innovative Industrial Properties, Inc.

(Exact name of registrant as specified in its charter)

1389 Center Drive, Suite 200

Park City, UT 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):

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. ¨

Item 1.01. Entry into a Material Definitive Agreement.

On March 3, 2020, IIP-MD 1 LLC, a wholly owned subsidiary of IIP Operating Partnership, LP, the operating partnership subsidiary of Innovative Industrial Properties, Inc. (the “Company”), entered into an amendment (the “Lease Amendment”) to its lease with Holistic Industries LLC (“Tenant”) for the property located at 9220 Alaking Court, Capitol Heights, Maryland (the “Property”).

The Lease Amendment provides for reimbursement to Tenant of up to $5.5 million for completion of certain tenant improvements at the Property (the “TI Allowance”). If the Company funds the full amount of the TI Allowance, the Company’s total investment in the Property is expected to be $22.4 million. The provision of the TI Allowance also resulted in a corresponding adjustment of base rent under the Lease Amendment.

In addition, the Lease Amendment extended the initial term of the Lease to February 28, 2035, and eliminated Tenant’s option to purchase the Property at the end of the initial term of the Lease.

Concurrently with the execution of the Lease Amendment, a guaranty of the Lease was executed by Holistic Industries, Inc., and a limited guaranty of the Lease previously executed by Richard Cohen was terminated.

The foregoing description of the Lease Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Lease Amendment, which is filed as an exhibit to this report and incorporated herein by reference.

Item 9.01. Financial Statements and 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.