Innovative Industrial Properties Inc-A美股招股说明书(2025-02-26版)

$500,000,000 Common Stock 9.00% Series A Cumulative Redeemable Preferred Stock(Liquidation Preference $25.00 per share) We previously entered into separate equity distribution agreements, dated May 24, 2024 (as amended from timeto time the “equity distribution agreements”) with each of BTIG, LLC, Jefferies LLC, Piper Sandler & Co. and RothCapital Partners, LLC (or certain of their respective affiliates), acting in their capacities as Sales Agents (as definedbelow) or as Forward Sellers (as defined below) and, in certain cases, as Forward Purchasers (as defined below),relating to the offer and sale of shares of our common stock, par value $0.001 per share (“common stock”), andshares of our 9.00% Series A Cumulative Redeemable Preferred Stock, par value $0.001 per share (“Series APreferred Stock”), having an aggregate offering price of up to $500,000,000. We refer to the shares of commonstock and Series A Preferred Stock offered under this prospectus supplement and the accompanying prospectus,collectively, as the “offered shares.” Of that amount, we have sold offered shares having an aggregate offering priceof approximately $10.1 million as of the date of this prospectus supplement, pursuant to a Registration Statement onForm S-3 filed on January 24, 2022 (Registration No. 333-262320) and a prospectus supplement, dated May 24,2024. Accordingly, as of the date of this prospectus supplement, offered shares having an aggregate offering price ofup to approximately $489.9 million remain available for offer and sale pursuant to this prospectus supplement. We refer to BTIG, LLC, Jefferies LLC, Piper Sandler & Co. and Roth Capital Partners, LLC, when acting intheir capacity as sales agents, individually as a “Sales Agent” and collectively as “Sales Agents.” We refer to theseentities (or certain of their respective affiliates), when acting as agents for Forward Purchasers, individually as a“Forward Seller” and collectively as “Forward Sellers.” Sales of the offered shares, if any, under this prospectussupplement and the accompanying prospectus may be made by any method permitted by law deemed to be an “at-the-market” offering as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”),including, without limitation, sales made directly on the New York Stock Exchange (“NYSE”), on any otherexisting trading market for our common stock or Series A Preferred Stock, in block trades or to or through a marketmaker or through an electronic communications network. The equity distribution agreements provide that, in addition to the issuance and sale of the offered shares by usthrough the Sales Agents, we may enter into forward sale agreements under separate master forward sale agreementsand related supplemental confirmations between us and a Forward Seller or its affiliate with respect to shares of ourcommon stock. We refer to these entities, when acting in this capacity, individually as a “Forward Purchaser” andcollectively as “Forward Purchasers.” In connection with each particular forward sale agreement, the relevantForward Purchaser (or an affiliate thereof) will borrow from third parties and, through the relevant Forward Seller,sell a number of shares of common stock equal to the number of shares of common stock underlying the particularforward sale agreement. No shares of Series A Preferred Stock will be sold under forward sale agreements. We will not initially receive any proceeds from the sale of borrowed shares of common stock by a ForwardSeller. We expect to fully physically settle each particular forward sale agreement with the relevant ForwardPurchaser on one or more dates specified by us on or prior to the maturity date of that particular forward sale agreement, in which case we expect to receive aggregate net cash proceeds at settlement equal to the number ofshares of common stock underlying the particular forward sale agreement multiplied by the relevant forward saleprice. However, we may also elect to cash settle or net share settle a particular forward sale agreement, in whichcase we may not receive any proceeds from the issuance of shares of common stock, and we will instead receive orpay cash (in the case of cash settlement) or receive or deliver shares of common stock (in the case of net sharesettlement). Each Sales Agent will receive from us a commission that will not exceed, but may be lower than, 2.0% of thegross sales price of all offered shares sold through it as Sales Agent under the applicable equity distributionagreement. In connection with each forward sale, we will pay the relevant Forward Seller, in the form of a reducedinitial forward sale price under the related forward sale agreement with the related Forward Purchaser, commissionsat a mutually agreed rate that will not exceed, but may be lower than, 2.0% of the gross sales price of all borrowedshares of common stock sold by it as a Forward Seller. Each of the Sales Agents, the Forward Sellers and/or theForwa