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A
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): August 9, 2025
GENERATION INCOME PROPERTIES, INC.
(Exact Name of Registrant as Specified in its Charter)
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Maryland |
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001-40771 |
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47-4427295 |
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(State or Other Jurisdiction of
Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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401 East Jackson Street, Suite 3300
Tampa, Florida
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33602 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (813)-448-1234
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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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 $0.01 per share
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GIPR |
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The Nasdaq Stock Market LLC |
Warrants to purchase Common Stock |
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GIPRW |
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The Nasdaq Stock Market LLC |
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 August 9, 2025, Generation Income Properties, L.P. (“GIP LP”), the operating partnership of Generation Income Properties, Inc. (the “Company”), exercised its first 12-month extension option under the Amended and Restated Limited Liability Company Agreement (the “LLC Agreement”) of GIP VB SPE, LLC (the “JV Entity”), dated as of August 10, 2023, between GIP LP, as member and manager, and LC2-NNN Pref, LLC (the “Loci Member”).
Pursuant to Section 4.3(b) of the LLC Agreement, the August 10, 2025 mandatory redemption date of the Loci Member’s preferred equity investment was extended to 36 months from August 10, 2023 effective date of the LLC Agreement. In connection with the extension:
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GIP LP paid the Loci Member an extension fee of $141,000, equal to 100 basis points on the outstanding amount of the preferred equity investment.
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The preferred equity return was increased from 15.5% to 18%.
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The Accrued Preferred Return (as defined in the LLC Agreement) was increased from 10.5% to 13%, with the Current Preferred Return (as defined in the LLC Agreement) remaining at 5%, payable in arrears on or prior to the 15th day of each month.
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GIP LP confirmed that the trailing six-month annualized Adjusted Net Operating Income (as defined in the LLC Agreement) of the JV Entity exceeded $5,000,000, the Senior Loans (as defined in the LLC Agreement) had been extended through the end of the extension period, and there were no material breaches or defaults under the LLC Agreement or related agreements.
The foregoing description is qualified in its entirety by reference to the letter agreement dated August 9, 2025, which is filed as Exhibit 10.1 hereto and incorporated herein by reference, and the LLC Agreement.
Item 7.01 Regulation FD Disclosure
On August 13, 2025, the Company issued a press release announcing the above-description exercise of the extension option under the LLC Agreement. A copy of the press release is furnished as Exhibit 99.1.
The information furnished in this Item 7.01, including Exhibit 99.1 is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section. This information will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
Item 9.01 Financial Statements and Exhibits
Forward-Looking Statements
This Current Report on Form 8-K may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainty. Words such as “anticipate,” “estimate,” “expect,” “intend,” “plan,” and “project” and other similar words and expressions are intended to signify forward-looking statements. Forward-looking statements are not guarantees of future results and conditions but rather are subject to various risks and uncertainties. Such statements are based on management’s current expectations and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Investors are cautioned that there can be no assurance actual results or business conditions will not differ materially from those projected or suggested in such forward-looking statements as a result of various factors. Please refer to the risks detailed from time to time in the reports we file with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 28, 2025, as well as other filings on Form 10-Q and periodic filings on Form 8-K, for additional factors that could cause actual results to differ materially from those stated or implied by such forward-looking statements. We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, unless required by law.
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.
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GENERATION INCOME PROPERTIES, INC.
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Date: August 13, 2025 |
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By: |
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/s/ Ron Cook |
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Ron Cook |
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Principal Finance and Accounting Officer |
EX-10.1
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gipr-ex10_1.htm
EX-10.1
EX-10.1
c/o Loci Capital Management CO., LLC 4830 West Kennedy Boulevard
Suite 880
Tampa, FL 33609
Attn: Michael J. Phillips, Managing Partner
Michael,
Reference is made to that certain Amended and Restated Limited Liability Company Agreement of GIP VB SPE, LLC (the “JV Entity”), dated as of August 10, 2023 (the “LLC Agreement”), between Generation Income Properties, L.P. (“GIP LP” or the “Generation Member,” as Member and Manager) and LC2- NNN Pref, LLC (the “Loci Member”). All capitalized but undefined terms herein shall have the definitions set forth in the LLC Agreement.
Pursuant to Section 4.3(b) of the LLC Agreement, the Generation Member hereby exercises its first 12- month extension option to extend the Mandatory Redemption Date to the date that is 36 months from the Effective Date.
The Generation Member hereby confirms that: (i) the Generation Member is hereby remitting contemporaneously to Loci Capital with this letter the amount of $141,000 which represents in full an extension fee equal to 100 basis points on outstanding Preferred Equity Investment for this extension, (ii) the Preferred Equity Return shall be increased from 15.5% to 18%, the Accrued Preferred Return shall be increased from 10.5% to 13% and the Current Preferred Return shall remain at 5% and all of the related provisions of this Agreement relating to such returns, including the payment of the Current Preferred Return in arrears on or prior to the 15th day of each calendar month, shall remain in full force and effect, (iii) the trailing six month annualized Adjusted Net Operating Income at the date of this extension is in excess of
$5,000,000, (iv) the Senior Loans have been extended so that they provide for a maturity through the end of such extension period, and (v) there are no existing material breaches or material defaults under the LLC Agreement or any agreement between the Company or any Subsidiary and Generation Member, Guarantor or any of their Affiliates.
We look forward to our continued relationship with the Loci Member. Please contact me with any questions.
David Sobelman
On behalf of Generation Income Properties, L.P., Member and Manager of GIP VB SPE, LLC
/s/David Sobelman
With a copy to:
Berger Singerman LLP
350 East Las Olas Blvd, Suite 1000 Fort Lauderdale, FL 33301
Attn: James L. Berger, Esq 101 E. Kennedy Blvd., Suite 2700
4938-2455-3310.2
Trenam Law
Tampa, FL 33602 Attn: Timothy Hughes
Email: THughes@Trenam.com
Foley & Lardner LLP 100 N. Tampa Street Tampa, FL 33602
Suite 2700
Attn: Curt P. Creely
Email: ccreely@foley.com
EX-99.1
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gipr-ex99_1.htm
EX-99.1
EX-99.1
FOR IMMEDIATE RELEASE
Generation Income Properties Successfully Exercises Option to Extend Preferred Equity Maturity of JV Subsidiary by Complying with Underwriting Covenants
TAMPA, FL – August 13, 2025 – Generation Income Properties, Inc. (Nasdaq: GIPR) announced that its operating partnership, Generation Income Properties, L.P., has exercised one of its two pre-negotiated options to extend the maturity date of the preferred equity issued by its GIP VB SPE, LLC joint venture subsidiary by one year. This extension was made possible due to the JV subsidiary's ongoing compliance with the underwriting thresholds that were outlined in the original LLC agreement executed in 2023 with the entity's preferred equity investor. The preferred equity extension strengthens GIPR’s short-term capital structure and enhances its operational flexibility while it continues discussions on recapitalizing the preferred equity in its entirety.
“The extension of this preferred equity of our subsidiary is another example of how disciplined execution and strict adherence to our financial covenants can create meaningful flexibility for GIPR,” said David Sobelman, Chairman and Chief Executive Officer of Generation Income Properties. “By maintaining full compliance with the original agreement’s underwriting thresholds, we’ve strengthened our short-term capital structure while preserving optionality as we continue active discussions to fully recapitalize the preferred equity. This positions us to navigate the current capital markets with confidence and focus on long-term value creation for our shareholders.”
For more information about Generation Income Properties, please visit the company’s investor relations page or contact investor relations at contact information.
About Generation Income Properties
Generation Income Properties, Inc., located in Tampa, Florida, is an internally managed real estate investment trust formed to acquire and own, directly and jointly, real estate investments focused on retail, office, and industrial net lease properties in densely populated submarkets. Additional information about Generation Income Properties, Inc. can be found at the Company’s corporate website: www.gipreit.com.
Forward-Looking Statements
This press release may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainty, including those related to lease extension benefits and preferred equity performance. Words such as “anticipate,” “estimate,” “expect,” “intend,” “plan,” and “project” and other similar words and expressions are intended to signify forward-looking statements. Forward-looking statements are not guarantees of future results and conditions but rather are subject to various risks and uncertainties.
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These statements include, but are not limited to, statements regarding our GIP VB SPE, LLC joint venture subsidiary, the preferred equity therein, and our efforts to recapitalize such preferred equity. Such statements are based on management’s current expectations and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Investors are cautioned that there can be no assurance actual results or business conditions will not differ materially from those projected or suggested in such forward-looking statements as a result of various factors. Please refer to the risks detailed from time to time in the reports we file with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 28, 2025, as well as other filings on Form 10-Q and periodic filings on Form 8-K, for additional factors that could cause actual results to differ materially from those stated or implied by such forward-looking statements. We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, unless required by law.
Contact:
Investor Relations
Generation Income Properties
ir@gipreit.com
(813) 448-1234
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