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

$500,000,000 Common Stock 9.00% SeriesA Cumulative Redeemable Preferred Stock(Liquidation Preference $25.00 per share) We previously entered into separate equity distribution agreements, dated May24, 2024 (as amended from time to time the“equity distribution agreements”) with each of BTIG, LLC, Jefferies LLC, Piper Sandler& Co. and Roth Capital Partners, LLC (orcertain of their respective affiliates), acting in their capacities as Sales Agents (as defined below) or as Forward Sellers (as definedbelow) 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”), and shares of our 9.00% SeriesA Cumulative Redeemable Preferred Stock, par value$0.001 per share (“SeriesA Preferred Stock”), having an aggregate offering price of up to $500,000,000. We refer to the shares ofcommon stock and SeriesA 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 price of approximately $10.1 millionas of the date of this prospectus supplement, pursuant to a Registration Statement on FormS-3 filed on January24, 2022 (RegistrationNo.333-262320) and a prospectus supplement, dated May24, 2024. Accordingly, as of the date of this prospectus supplement, offeredshares having an aggregate offering price of up to approximately $489.9 million remain available for offer and sale pursuant to thisprospectus supplement. We refer to BTIG, LLC, Jefferies LLC, Piper Sandler& Co. and Roth Capital Partners, LLC, when acting in their capacity assales agents, individually as a “Sales Agent” and collectively as “Sales Agents.” We refer to these entities (or certain of their respectiveaffiliates), 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 prospectus supplement and the accompanying prospectus may be made by any methodpermitted by law deemed to be an “at-the-market” offering as defined in Rule415 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 SeriesA Preferred Stock, in block trades or to or through a market maker or throughan electronic communications network. The equity distribution agreements provide that, in addition to the issuance and sale of the offered shares by us through the SalesAgents, we may enter into forward sale agreements under separate master forward sale agreements and related supplementalconfirmations between us and a Forward Seller or its affiliate with respect to shares of our common stock. We refer to these entities,when acting in this capacity, individually as a “Forward Purchaser” and collectively as “Forward Purchasers.” In connection with eachparticular forward sale agreement, the relevant Forward Purchaser (or an affiliate thereof) will borrow from third parties and, throughthe relevant Forward Seller, sell a number of shares of common stock equal to the number of shares of common stock underlying theparticular forward sale agreement. No shares of SeriesA 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 Forward Seller. We expect tofully physically settle each particular forward sale agreement with the relevant Forward Purchaser on one or more dates specified byus on or prior to the maturity date of that particular forward sale agreement, in which case we expect to receive aggregate net cashproceeds at settlement equal to the number of shares of common stock underlying the particular forward sale agreement multiplied bythe relevant forward sale price. However, we may also elect to cash settle or net share settle a particular forward sale agreement, inwhich case we may not receive any proceeds from the issuance of shares of common stock, and we will instead receive or pay cash (inthe case of cash settlement) or receive or deliver shares of common stock (in the case of net share settlement). Each Sales Agent will receive from us a commission that will not exceed, but may be lower than, 2.0% of the gross sales price ofall offered shares sold through it as Sales Agent under the applicable equity distribution agreement. In connection with each forwardsale, we will pay the relevant Forward Seller, in the form of a reduced initial forward sale price under the related forward saleagreement with the related Forward Purchaser, commissions at a mutually agreed rate that will not exceed, but may be lower than,2.0% of the gross sales price of all borrowed shares of common stock sold by it as a Forward Seller. Each of the Sales Agents, theForward Sellers and/or the Forward Purchase