GIPR 10-K & 10-Q changes, risk factors and insider trading
Generation Income Properties, Inc. · Nasdaq · Real Estate Investment Trusts · CIK 1651721 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “We could be delisted from Nasdaq for failure to comply with the Minimum Stockholders' Equity Requirement, the Minimum Bid Requirement or other applicable continued listing requirements and standards of Nasdaq, which would seriously harm the liquidity of our stock and our ability to raise capital.”
New heading “Minimum Stockholders’ Equity Requirement”
New heading “Minimum Bid Requirement”
New heading “Potential Consequences of Delisting”
Removed heading “We can provide no assurance that our common stock and warrants will continue to meet Nasdaq listing requirements. If we fail to comply with the continuing listing standards of Nasdaq, our securities could be delisted.”
Largest changes
“We could be delisted from Nasdaq for failure to comply with the Minimum Stockholders' Equity Requirement, the Minimum Bid Requirement or other applicable continued listing requirements and standards of Nasdaq, which would seriously harm the liquidity of our stock and our ability to raise capital.”see in full comparison
“We can provide no assurance that our common stock and warrants will continue to meet Nasdaq listing requirements. If we fail to comply with the continuing listing standards of Nasdaq, our securities could be delisted.”see in full comparison
We make acquisitions and operate our business in part through the utilization of leverage pursuant to loan agreements with various financial institutions. These loan agreements contain standard affirmative and negative covenants, including prohibitions on additional liens on the collateral, financial reporting obligations and maintenance of insurance, in addition to Debt Service Coverage Ratios ("DSCR") covenants. Loan documents we enter into may contain covenants that limit our ability to further mortgage the property, discontinue insurance coverage, or replace our property manager. These covenants, as well as any future covenants we may enter into through further loan agreements, could limit our operational flexibility and/or could inhibit our financial flexibility in the future and prevent distributions to stockholders. As of December 31,see in full comparison2024,2025, we were in compliance with allcovenants with the exception of one property-level debt service coverage ratio ("DSCR") covenant for PNC for 15091 SW Alabama 20, LLC. In January 2024, Pratt and Whitney Automation vacated the property at the end of their lease and the property remained vacant for six months, thereafter. In August 2024, the Company entered into a lease with Auburn University for approximately 50 percent of the property's leasable space. During the six months of physical and economic vacancy, the property's mortgage DSCR was below the required 1.25 threshold resulting in a covenant deviation. According to the governing loan documents, failing to meet DSCR coverage requirements is a technical default triggering the risk of forfeiture of the property, accelerating the repayment of the remaining outstanding balance of the loan at the lender's discretion. Subsequent to the report date, the Company executed a PSA to sell the property for $7.2 million with the transaction expected to close in May 2025 as detailed in the Exhibit 10.68.covenants.
“In August 2025, we received notice from the Listing Qualifications staff of Nasdaq (the “Staff”) notifying us that we no longer maintained at least $2.5 million in stockholders’ equity, as required under Nasdaq Listing Rule 5550(b)(1) (the “Equity Requirement”) and that we also did not meet any other alternative standard. On October 6, 2025, we submitted to the Staff a written plan to become compliant with the Equity Requirement and were given until February 5, 2026, to regain compliance. …”see in full comparison
“Our shares of common stock and warrants are currently listed on the Nasdaq Capital Market ("Nasdaq"). For our securities to continue to be listed on the Nasdaq, we must meet the current Nasdaq continued listing requirements. If we were unable to meet these requirements, our securities could be delisted from the Nasdaq. …”see in full comparison
Full comparison: every changed paragraph (48)
We own thirtytwenty-five properties as of the report date.
As of March 19,31, 2025,2026, we own thirtytwenty-five properties. We will need to raise funds to acquire additional properties to lease in order to grow and generate additional revenue. Because we only own twenty-seventwenty-five properties, the loss of any one tenant (or financial difficulties experienced by one of our tenants) could have a material adverse impact on our business and operations.
Current and future properties are occupied by only one tenant or derive a majority of their rental income from one tenant and, therefore, the success of those properties is materially dependent on the financial stability of such tenants. Lease payment defaults by tenants could cause us to reduce the amount of distributions we pay. A default of a tenant on its lease payments to us would cause us to lose the revenue from the property and force us to find an alternative source of revenue to meet any mortgage payment and prevent a foreclosure if the property is subject to a mortgage. In the event of a default, we may experience delays in enforcing our rights as landlord and may incur substantial costs in protecting our investment and re-letting the property. If a lease is terminated, there is no assurance that we will be able to lease the property for the rent previously received or sell the property without incurring a loss. A default by a tenant, the failure of a guarantor to fulfill its obligations or other premature termination of a lease, or a tenant’s election not to extend a lease upon its expiration, could have an adverse effect on our financial condition and our ability to pay distributions. For example, one tenant in one of our Norfolk, Virginia properties and another tenant in our Alabama property did not renew their leases that terminated on January 31, 2023 and January 31, 2024, respectively. In May 2024 and August 2024, respectively, the Company reletre-let both vacant spaces to tenants. Consequently, in the event that we do not timely find replacement tenants for vacancies, material adverse impacts to our business may result.
From inception ofFor the Companyyears throughended December 31, 2025 and 2024, we had a cumulative net losslosses of approximately$6,389,000 $19.7 million.and $4,872,888, respectively. Our losses can be attributed, in part, to the initial start-up costs and high corporate general and administrative expenses as a public company relative to the size of our portfolio. In addition, acquisition costs and depreciation and amortization expenses substantially reduced our income. As we continue to acquire properties, we anticipate we will achieve scale to reduce these expenses; however, we cannot assure you that, in the future, we will be profitable or that we will realize growth in the value of our assets.
We are presently a comparatively small company with only twenty-seventwenty-five properties, resulting in a portfolio that lacks geographic and tenant diversity. While we intend to endeavor to grow and diversify our portfolio through additional property acquisitions, we may never reach a significant size to achieve true portfolio diversity. In addition, because we intend to focus on single-tenant properties, we may never have a diverse group of tenants renting our properties, which will hinder our ability to achieve overall diversity in our portfolio. As of March 19,27, 2025,2026, 40%29% of our total base rent is derived from our office properties and 60%71% from retail/medical-retail properties.
We have paid and may continue to pay distributions from offering proceeds to the extent our cash flow from operations or earnings are not sufficient to fund declared distributions. RatesIf we resume making dividends, rates of distribution to you will not necessarily be indicative of our operating results. If we make distributions from sources other than our cash flows from operations or earnings, we will have fewer funds available for the acquisition of properties and your overall return may be reduced.
Our organizational documents permit us to make distributions from any source, including the proceeds from an offering of our securities. To date, we have funded and expect to continue to fund distributions from the net proceeds of our offerings. We mayhave alsosuspended fundthe distributionspayment withof borrowingsdividends as of July 2024, and the sale of assets to the extent distributions exceed our earnings or cash flows from operations. Whileif we intendresume dividend payments, then to pay distributions from cash flow from operations, our distributions paid to date were all funded by proceeds from our securities offerings. To the extent we fund distributions from sources other than cash flow from operations, such distributions may constitute a return of capital and we will have fewer funds available for the acquisition of properties and your overall return may be reduced. Further, to the extent future distributions exceed our earnings and profits, a stockholder’s basis in our stock will be reduced and, to the extent distributions exceed a stockholder’s basis, the stockholder will be required to recognize capital gain.
The third partythird-party valuations of real estate investments we seek to purchase often times includes the value of a commercial lease and the loss of such a lease could result in the value of the real property declining.
Our success will depend on the financial ability of our tenants to remain current with their leases with us. We may experience concentration in one or more tenants if the future leases we have with those tenants represent a significant percentage of our operations. As of March 19,31, 2025,2026, we have five tenants, that each account for more than 10% of our annualized rent: the General Service Administration, Dollar General, the City of San Antonio, exp U. S. Services Inc., Kohl's CorporationCorporation, and PRA Holdings, who collectively contributed approximately 64%67% of our portfolio’s annualized base rent. Any of our current or future tenants, or any guarantor of one of our current or future tenant’s lease obligations, could be subject to a bankruptcy proceeding pursuant to Title 11 of the bankruptcy laws of the United States. Such a bankruptcy filing would bar us from attempting to collect pre-bankruptcy debts from the bankrupt tenant or its properties unless we receive an enabling order from the bankruptcy court. Post-bankruptcy debts would be paid currently. If we assume a lease, all pre-bankruptcy balances owing under it must be paid in full. If a lease is rejected by a tenant in bankruptcy, we would have a general unsecured claim for damages. This claim could be paid only in the event funds were available, and then only in the same percentage as that realized on other unsecured claims.
We plan to focus our acquisition efforts on markets where our tenants or potential tenants can be successful in their current and future operations. As of March 19,31, 2025,2026, we own thirtytwenty-five properties, which are located in Alabama (1 property), Arizona (1 property), California (3 properties), Colorado (1 property), Washington, D.C. (1 property), Florida (63 properties), Georgia (1 property), Illinois (2 properties), Iowa (1 property), Maine (2 properties), North Carolina (2 property), Ohio (3 properties), Pennsylvania (1 property), Tennessee (1 property), Texas (2 properties) and Virginia (2 properties). In the event that we have a concentration of properties in any particular geographic area, any adverse situation that disproportionately affects that geographic area, such as a local economic downturn or a severe natural disaster, would have a magnified adverse effect on our portfolio. In addition, we may own properties, either currently or in the future, that subjects us to the risk of rising sea levels, potential flooding, increased frequency or severity of hurricanes or other natural disasters as a result of climate change and global warming, which risk is increased given our geographic concentration. Similarly, if tenants of our properties become concentrated in a certain industry or industries or in any particular tenant, any adverse effect to that industry or tenant generally would have a disproportionately adverse effect on our portfolio.
We own twenty-fourtwenty-five of our properties through preferred equity partnerships, which may lead to disagreements with our partners and adversely affect our interest in the partnerships.
As of March 19,31, 2025,2026, we own twenty-fourtwenty-five properties through preferred equity partnerships and we may enter into more in the future. Our partners, as well as any future partners, may have interests that are different from ours which may result in conflicting views as to the conduct of the business of the partnership. In the event that we have a disagreement with a partner as to the resolution of a particular issue to come before the partnership, or as to the management or conduct of the business of the partnership in general, we may not be able to resolve such disagreement in our favor and such disagreement could have a material adverse effect on our interest in the partnership.
Our inability to sell a property when we desire to do so could adversely impact our liquidity and adversely affect our ability to payresume the payment of cash distributions to you.
The real estate market is affected by many factors, such as general economic conditions, availability of financing, interest rates, supply and demand, and other factors that are beyond our control. We cannot predict whether we will be able to sell any property for the price or on the terms set by us, or whether any price or other terms offered by a prospective purchaser would be acceptable to us. We may be required to expend funds to correct defects or to make improvements before a property can be sold. We may not have adequate funds available to correct such defects or to make such improvements. Moreover, in acquiring a property, we may agree to restrictions that prohibit the sale of that property for a period of time or impose other restrictions, such as a limitation on the amount of debt that can be placed or repaid on that property. We cannot predict the length of time needed to find a willing purchaser and to close the sale of a property. Our inability to sell a property when we desire to do so may cause us to reduce our selling price for the property, and could adversely impact our ability to resume or pay distributions to you.you in the future. Furthermore, our ability to dispose of certain of our properties is subject to certain limitations imposed by our tax protection agreements.
If the U.S. economy were to continue to experience adverse economic conditions as a result of the coronavirus or otherwise,conditions, such as high unemployment levels, such conditions may have an impact on the results of operations and financial conditions of our tenants. During periods of economic slowdown, rising interest rates and declining demand for real estate may result in a general decline in rents or an increased incidence of lease defaults. Volatility in the United States and global markets can make it difficult to determine the breadth and duration of the impact of future economic and financial market crises and the ways in which our tenants and our business may be affected. A lack of demand for rental space could adversely affect our ability to gain new tenants, which may affect our growth and profitability. Accordingly, the adverse economic conditions could materially and adversely affect us.
Under various U.S. federal, state and local environmental laws, ordinances and regulations, a current or previous owner or operator of real property may be liable for the cost of removal or remediation of hazardous or toxic substances on, under or in such property, such as mold, asbestos or other conditions. Mold contamination has been linked to a number of health problems, resulting in recent litigation by tenants seeking various remedies, including damages and ability to terminate their leases. Originally occurring in residential property, mold claims have recently begun to appear in commercial properties as well. Several insurance companies have reported a substantial increase in mold-related claims, causing a growing concern that real estate owners might be subject to increasing lawsuits regarding mold contamination. No assurance can be given that a mold condition will not exist at one or more of our properties, with the risk of substantial damages, legal fees and possibly loss of tenants. It is unclear whether such mold claims would be covered by the customary insurance policies we obtain.
Originally occurring in residential property, mold claims have recently begun to appear in commercial properties as well. Several insurance companies have reported a substantial increase in mold-related claims, causing a growing concern that real estate owners might be subject to increasing lawsuits regarding mold contamination. No assurance can be given that a mold condition will not exist at one or more of our properties, with the risk of substantial damages, legal fees and possibly loss of tenants. It is unclear whether such mold claims would be covered by the customary insurance policies we obtain.
Some of our properties are contiguous to other parcels of real property, comprising part of the same commercial center. In connection with such properties, there are significant covenants, conditions and restrictions (“CC&Rs”) restricting the operation of such properties and any improvements on such properties, and related to granting easements on such properties. Moreover, the operation and management of the contiguous properties may impact such properties. Compliance with CC&Rs may adversely affect our operating costs and reduce the amount of funds that we have available to pay distributions.
Our properties may face competition that could reduce the amount of rent paid to us, which would reduce the cash available for future distributions and the amount of distributions.
We expect that our properties will typically be located in developed areas. Therefore, there are and will be numerous other properties within the market area of each of our properties that will compete with us for tenants. The number of competitive properties could have a material effect on our ability to rent space at our properties and the amount of rents charged. We could be adversely affected if additional competitive properties are built in locations competitive with our properties, causing increased competition for customer traffic and creditworthy tenants. This could result in decreased cash flow from tenants and may require us to make capital improvements to properties that we would not have otherwise made, thus affecting cash available for distributions,distributions andin the amount available for distributions to you.future.
Costs of complying with governmental laws and regulations, including those relating to environmental matters, may adversely affect our income and the cash available for any future distributions.
Some of these laws and regulations have been amended so as to require compliance with new or more stringent standards as of future dates. Compliance with new or more stringent laws or regulations or stricter interpretation of existing laws may require material expenditures by us. Future laws, ordinances or regulations may impose material environmental liability. Additionally, several conditions, such as our tenants’ operations, the existing condition of land when we buy it, operations in the vicinity of our properties, such as the presence of underground storage tanks, or activities of unrelated third parties, may affect our properties. In addition, there are various local, state and federal fire, health, life-safety and similar regulations with which we may be required to comply, and that may subject us to liability in the form of fines or damages for noncompliance. Any material expenditures, fines, or damages we must pay will reduce our ability to make distributions in the future and may reduce the value of your investment.
State and federal laws in this area are constantly evolving, and we intend to monitor these laws and take commercially reasonable steps to protect ourselves from the impact of these laws, including obtaining environmental assessments of most properties that we acquire; however, we will not obtain an independent third-party environmental assessment for every property we acquire. In addition, any such assessment that we do obtain may not reveal all environmental liabilities or that a prior owner of a property did not create a material environmental condition not known to us. The cost of defending against claims of liability, of compliance with environmental regulatory requirements, of remediating any contaminated property, or of paying personal injury claims would materially adversely affect our business, assets or results of operations and, consequently, amounts available for future distribution to you.
Our costs associated with complying with the Americans with Disabilities Act may affect cash available for future distributions.
Our properties will be subject to the Americans with Disabilities Act of 1990 (the “Disabilities Act”). Under the Disabilities Act, all places of public accommodation are required to comply with federal requirements related to access and use by disabled persons. The Disabilities Act has separate compliance requirements for “public accommodations” and “commercial facilities” that generally require that buildings and services, including restaurants and retail stores, be made accessible and available to people with disabilities. The Disabilities Act’s requirements could require removal of access barriers and could result in the imposition of injunctive relief, monetary penalties, or, in some cases, an award of damages. We will attempt to acquire properties that comply with the Disabilities Act or place the burden on the seller or other third party, such as a tenant, to ensure compliance with the Disabilities Act. However, we cannot assure you that we will be able to acquire properties or allocate responsibilities in this manner. If we cannot, our funds used for Disabilities Act compliance will reduce the cash available for future distributions and the amount of potential distributions to you.
Net leases may not result in fair market lease rates over time, which could negatively impact our income and reduce the amount of funds available to make future distributions to our stockholders.
A significant portion of our rental income is derived from net leases, which generally provide the tenant greater discretion in using the leased property than ordinary property leases, such as the right to freely sublease the property, to make alterations in the leased premises and to terminate the lease prior to its expiration under specified circumstances. Furthermore, net leases typically have longer lease terms and, thus, there is an increased risk that contractual rental increases in future years will fail to result in fair market rental rates during those years. As a result, our income and future distributions to our stockholdersstockholders, if we resume making them, could be lower than they would otherwise be if we did not engage in net leases.
We make acquisitions and operate our business in part through the utilization of leverage pursuant to loan agreements with various financial institutions. These loan agreements contain standard affirmative and negative covenants, including prohibitions on additional liens on the collateral, financial reporting obligations and maintenance of insurance, in addition to Debt Service Coverage Ratios ("DSCR") covenants. Loan documents we enter into may contain covenants that limit our ability to further mortgage the property, discontinue insurance coverage, or replace our property manager. These covenants, as well as any future covenants we may enter into through further loan agreements, could limit our operational flexibility and/or could inhibit our financial flexibility in the future and prevent distributions to stockholders. As of December 31, 2024,2025, we were in compliance with all covenants with the exception of one property-level debt service coverage ratio ("DSCR") covenant for PNC for 15091 SW Alabama 20, LLC. In January 2024, Pratt and Whitney Automation vacated the property at the end of their lease and the property remained vacant for six months, thereafter. In August 2024, the Company entered into a lease with Auburn University for approximately 50 percent of the property's leasable space. During the six months of physical and economic vacancy, the property's mortgage DSCR was below the required 1.25 threshold resulting in a covenant deviation. According to the governing loan documents, failing to meet DSCR coverage requirements is a technical default triggering the risk of forfeiture of the property, accelerating the repayment of the remaining outstanding balance of the loan at the lender's discretion. Subsequent to the report date, the Company executed a PSA to sell the property for $7.2 million with the transaction expected to close in May 2025 as detailed in the Exhibit 10.68.covenants.
As a result of our recurring losses, our projected cash needs, and our current liquidity, substantial doubt exists about the Company’s ability to continue as a going concern one year after the date that these financial statements are issued. In August 2024 the Company modified terms for two secured mortgage loans set to expire in September 2024 and October 2024. As of December 31, 2024,2025, the principal balances of the modified secured loans were $7.1approximately $6.9 million and $4.4$4.3 million at 6.15% annual interest with maturity dates extended to August 2029. The Company’s ability to continue as a going concern is contingent upon continued successful execution of management’s plan to improve the Company’s liquidity and profitability.
We could be delisted from Nasdaq for failure to comply with the Minimum Stockholders' Equity Requirement, the Minimum Bid Requirement or other applicable continued listing requirements and standards of Nasdaq, which would seriously harm the liquidity of our stock and our ability to raise capital.
Our common stock is currently listed on The Nasdaq Capital Market (“Nasdaq”). In order to maintain that listing, we must maintain compliance with Nasdaq’s continued listing requirements and standards. There can be no assurances that we will be able to comply with the applicable listing requirements and standards of Nasdaq.
Minimum Stockholders’ Equity Requirement
In August 2025, we received notice from the Listing Qualifications staff of Nasdaq (the “Staff”) notifying us that we no longer maintained at least $2.5 million in stockholders’ equity, as required under Nasdaq Listing Rule 5550(b)(1) (the “Equity Requirement”) and that we also did not meet any other alternative standard. On October 6, 2025, we submitted to the Staff a written plan to become compliant with the Equity Requirement and were given until February 5, 2026, to regain compliance. Because we were unable to regain compliance by such date, on February 5, 2026, the Staff provided written notification that the trading of our common stock and warrants would be suspended at the open of business on February 17, 2026 unless the Company appealed the Staff’s determination to the Nasdaq Hearings Panel. We thereafter timely appealed the Staff’s determination, and on March 24, 2026, a hearing was held before the Nasdaq Hearings Panel, during which time we requested an extension of time and submitted a plan to regain compliance with both the Equity Requirement and Minimum Bid Requirement (as described below) by August 2026, with such plan consisting of a combination of property sales, capital raises, and a reverse stock split. As of the date of the filing of this Form 10-K, we had not yet been informed as to whether the Nasdaq Hearings Panel has decided to grant an extension of time to regain compliance, and it is possible that we will not be granted a further extension, whereupon our common stock and warrants would be delisted. Even if we are granted an extension of time to regain compliance, there is no assurance that we will be able to actually regain compliance during such period.
Minimum Bid Requirement
On January 28, 2025, we received notice from Nasdaq that, because the closing bid price for our common stock had fallen below $1.00 per share for 30 consecutive business days, we no longer complied with the minimum bid price requirement pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Requirement”). We were provided an initial compliance period of 180 calendar days, or until July 27, 2026, to regain compliance with the Minimum Bid Requirement. To regain compliance, the closing bid price of our common stock must meet or exceed $1.00 per share for a minimum of 10 consecutive business days prior to July 27, 2026.
We intend to continue to actively monitor the closing bid price of our common stock and will evaluate available options to regain compliance with the Minimum Bid Requirement. Specifically, we have confirmed to Nasdaq at the hearing held on March 24, 2026 that, if necessary, we will implement a reverse stock split of our outstanding common stock prior to July 27, 2026 to attempt to regain compliance. There can be no assurance that we will regain compliance with the Minimum Bid Requirement during the 180-day compliance period or maintain compliance with the other Nasdaq listing requirements.
Potential Consequences of Delisting
There is no assurance that we will be able to meet Nasdaq’s listing requirements or comply with the requisite Nasdaq requirements to maintain our listing of common stock and warrants on Nasdaq. In the event that our common stock and warrants are delisted from Nasdaq, as a result of our failure to comply with the Equity Requirement or the Minimum Bid Requirement or as a result of our failure to continue to comply with any other requirement for continued listing on Nasdaq, and we are not able to list our securities on Nasdaq or any other national securities exchange, we could face significant material adverse consequences, including:
• a decline of the market price of our common stock;
• a limited availability of market quotations for our common stock;
• reduced liquidity for our common stock;
• a determination that our common stock is a “penny stock,” which will require brokers trading in our common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;
• a limited amount of news and analyst coverage for us;
• a decreased ability to issue additional securities or obtain additional financing in the future; and
• the incurring of additional costs under state blue sky laws in connection with any sales of our securities.
If our common stock is delisted by Nasdaq, our common stock may be eligible to trade on an over-the-counter quotation system where an investor may find it more difficult to sell our stock or obtain accurate quotations as to the market value of our common stock. In the event our common stock is delisted from Nasdaq, we may not be able to list our common stock on another national securities exchange or obtain quotation on an over-the-counter quotation system.
We can provide no assurance that our common stock and warrants will continue to meet Nasdaq listing requirements. If we fail to comply with the continuing listing standards of Nasdaq, our securities could be delisted.
Our shares of common stock and warrants are currently listed on the Nasdaq Capital Market ("Nasdaq"). For our securities to continue to be listed on the Nasdaq, we must meet the current Nasdaq continued listing requirements. If we were unable to meet these requirements, our securities could be delisted from the Nasdaq. Any such delisting of our securities could have an adverse effect on the market price of, and the efficiency of the trading market for, our securities, not only in terms of the number of shares and warrants that can be bought and sold at a given price, but also through delays in the timing of transactions and less coverage of us by securities analysts, if any. Also, if in the future we were to determine that we need to seek additional equity capital, it could have an adverse effect on our ability to raise capital in the public or private equity markets.
Management's Discussion & Analysis (MD&A)
New heading “Our Near-Term and Long-Term Strategy”
New heading “Other Recent Developments”
New heading “Lloyd M. Bernstein / Series B-2 Preferred Units”
New heading “LC2-NNN Pref, LLC”
Removed heading “Corporate and Administrative”
Removed heading “Agreement with LMB Owenton I, LLC”
Removed heading “Income on Investment in Tenancy in Common”
Largest changes
“On August 10, 2023, we entered into a $21.0 million loan agreement with Valley National Bank ("Valley") to finance the acquisition of the Modiv Portfolio. The outstanding principal amount of the loan bears interest at an annual rate for each 30-day interest period equal to the compounded average of the secured overnight financing rate published by Federal Reserve Bank of New York for the thirty-day period prior to the last day of each 30-day interest rate for the applicable interest rate period plus 3.25%, with interest payable monthly after each 30-day interest period. …”see in full comparison
“In August 2025, we received notice from the Listing Qualifications staff of Nasdaq (the “Staff”) notifying us that we no longer maintained at least $2.5 million in stockholders’ equity, as required under Nasdaq Listing Rule 5550(b)(1) (the “Equity Requirement”) and that we also did not meet any other alternative standard. On October 6, 2025, we submitted to the Staff a written plan to become compliant with the Equity Requirement and were given until February 5, 2026, to regain compliance. …”see in full comparison
“Interest expense, net increased by $1,484,734, or approximately 35%, year over year. The increase was driven primarily by $808,953 of default interest recognized in connection with the payoff of the cross-collateralized mortgage loan secured by the Company's Washington, D.C., Tampa, Florida, and Huntsville, Alabama properties, which is non-recurring in nature. Additional contributing factors include partial-year interest on debt assumed in connection with three NNN property acquisitions completed February 6, 2025, a new $1.1 million mortgage loan on the Company's Washington, D.C. …”see in full comparison
“On October 14, 2022, we entered into a loan transaction that is evidenced by a secured non-convertible promissory note to Brown Family Enterprises, LLC, a preferred equity partner and therefore a related party, for $1.5 million that is due on October 14, 2024, and bears a fixed interest rate of 9%, simple interest. Interest is payable monthly. The loan may be repaid without penalty at any time. …”see in full comparison
“Net cash provided by operating activities was $929,474 and $1,022,362 during the twelve months ended December 31, 2025 and 2024, respectively, a decrease of $92,888. The modest decline reflects the net effect of five property dispositions completed throughout 2025, which reduced rental income and operating cash flows from those assets, partially offset by partial-year contributions from three NNN properties acquired in February 2025. …”see in full comparison
“There is no assurance that we will be able to meet Nasdaq’s listing requirements or comply with the requisite Nasdaq requirements to maintain our listing of common stock and warrants on Nasdaq. …”see in full comparison
Full comparison: every changed paragraph (89)
Annualized cash base rental income in place as of December 31, 2024.2025. Our leases do not include tenant concessions or abatements.abatements, except for Dollar Tree in Morrow, Georgia which had 2-months free rent in Q3 2025, and 7-Eleven in Washington, DC, which had 2 months free rent in Q4 2025.
Prior tenant terminated the lease and vacated on January 31, 2024, space was relet to a new tenant in August 2024.
(5)
Our Near-Term and Long-Term Strategy
Historically, our long-term objective has been to acquire and manage a diversified portfolio of high-quality net leased properties that generates predictable cash flows and capital appreciation over market cycles. We have generally sought to identify properties in submarkets with high barriers to entry for development and where valuation is frequently influenced by local real estate market conditions and tenant needs. Notwithstanding our long-term strategy to grow our assets through additional property acquisitions, our strategy over the next twelve months will focus on improving our balance sheet and increasing our stockholder equity and liquidity by methodically and opportunistically marketing and selling a select group of up to 18 of our income-producing properties. The goal of this near-term strategy is to enable us to obtain proceeds that, together with proceeds from anticipated equity capital-raising transactions, will enable us to substantially reduce our preferred stock obligations and certain commercial debt and better position us for growth capital and less and less-expensive debt financing in the future. We have already initiated this process and have begun marketing these 18 properties through a broker with significant experience in selling single-tenant commercial net lease properties, and these sales (if made) will be in addition to the 5 property sales that we made in 2025. We believe that if we are able to successfully execute on this near-term sale strategy, the Company and our balance sheet will be better positioned to attract growth capital and less-expensive debt financing that will provide a foundation for resuming the growth of our asset base.
(6)
Two tenants occupy this single property.
Recent Developments regarding Nasdaq Listing
In August 2025, we received notice from the Listing Qualifications staff of Nasdaq (the “Staff”) notifying us that we no longer maintained at least $2.5 million in stockholders’ equity, as required under Nasdaq Listing Rule 5550(b)(1) (the “Equity Requirement”) and that we also did not meet any other alternative standard. On October 6, 2025, we submitted to the Staff a written plan to become compliant with the Equity Requirement and were given until February 5, 2026, to regain compliance. Because we were unable to regain compliance by such date, on February 5, 2026, the Staff provided written notification that the trading of our common stock and warrants would be suspended at the open of business on February 17, 2026 unless the Company appealed the Staff’s determination to the Nasdaq Hearings Panel. We thereafter timely appealed the Staff’s determination, and on March 24, 2026, a hearing was held before the Nasdaq Hearings Panel, during which time we requested an extension of time and submitted a plan to regain compliance with both the Equity Requirement and Minimum Bid Requirement (as described below) by August 2026, with such plan consisting of a combination of property sales, capital raises, and a reverse stock split. As of the date of the filing of this Annual Report on Form 10-K, we had not yet been informed as to whether the Nasdaq Hearings Panel has decided to grant an extension of time to regain compliance, and it is possible that we will not be granted a further extension, whereupon our common stock and warrants would be delisted. Even if we are granted an extension of time to regain compliance, there is no assurance that we will be able to actually regain compliance during such period.
On January 28, 2025, we received notice from Nasdaq that, because the closing bid price for our common stock had fallen below $1.00 per share for 30 consecutive business days, we no longer complied with the minimum bid price requirement pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Requirement”). We were provided an initial compliance period of 180 calendar days, or until July 27, 2026, to regain compliance with the Minimum Bid Requirement. To regain compliance, the closing bid price of our common stock must meet or exceed $1.00 per share for a minimum of 10 consecutive business days prior to July 27, 2026. We intend to continue to actively monitor the closing bid price of our common stock and will evaluate available options to regain compliance with the Minimum Bid Requirement. Specifically, we have confirmed to Nasdaq at the hearing held on March 24, 2026 that, if necessary, we will implement a reverse stock split of our outstanding common stock prior to July 27, 2026 to attempt to regain compliance. There can be no assurance that we will regain compliance with the Minimum Bid Requirement during the 180-day compliance period or maintain compliance with the other Nasdaq listing requirements.
There is no assurance that we will be able to meet Nasdaq’s listing requirements or comply with the requisite Nasdaq requirements to maintain our listing of common stock and warrants on Nasdaq. In the event that our common stock and warrants are delisted from Nasdaq, as a result of our failure to comply with the Equity Requirement or the Minimum Bid Requirement or as a result of our failure to continue to comply with any other requirement for continued listing on Nasdaq, and we are not able to list our securities on Nasdaq or any other national securities exchange, we could face significant material adverse consequences, including:
• a decline of the market price of our common stock;
• a limited availability of market quotations for our common stock;
• reduced liquidity for our common stock;
• a determination that our common stock is a “penny stock,” which will require brokers trading in our common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;
• a limited amount of news and analyst coverage for us;
• a decreased ability to issue additional securities or obtain additional financing in the future; and
• the incurring of additional costs under state blue sky laws in connection with any sales of our securities.
If our common stock is delisted by Nasdaq, our common stock may be eligible to trade on an over-the-counter quotation system where an investor may find it more difficult to sell our stock or obtain accurate quotations as to the market value of our common stock. In the event our common stock is delisted from Nasdaq, we may not be able to list our common stock on another national securities exchange or obtain quotation on an over-the-counter quotation system.
Other Recent Developments
On February 6, 2025, the Company, through its Operating Partnership, acquired interests in three single-tenant net-leased retail properties through a contribution transaction for total consideration of approximately $11.2 million, consisting of Operating Partnership units issued to the contributors and the assumption of approximately $7.0 million of existing mortgage indebtedness secured by the properties. The acquired properties are located in Cleveland, Tennessee; Kernersville, North Carolina; and Sanford, Florida and are leased to Dollar General, Tractor Supply Company, and Zaxby's, respectively, under long-term triple-net leases with contractual rent escalations and renewal options.
Dispositions
During the twelve months ended December 31, 2025, the Company disposed of five properties for aggregate gross proceeds of approximately $24.3 million. The dispositions consisted of the Starbucks - Tampa, Florida and former Pratt & Whitney Automation - Huntsville, Alabama properties sold on May 29, 2025; the former Irby Construction - Plant City, Florida property sold on October 30, 2025; and the Best Buy - Grand Junction, Colorado and exp U.S. Services - Maitland, Florida properties sold on December 5 and December 15, 2025, respectively. Net proceeds were used primarily to repay property-level mortgage indebtedness. The Company recognized a gain on sale of real estate of approximately $1.9 million in connection with these transactions.
On August 29, 2024, we acquired a 30,465 square foot retail property in Ames, Iowa for $5.5 million occupied by Best Buy with a remaining lease of approximately 6 years at an annual base rent of $405,470. Future minimum rent reflected in the above table, accordingly.
The Company's dividend for common stockholders remains suspended, as announced by the Board of Directors on July 3, 2024. No dividends were declared or paid to common stockholders during the twelve months ended December 31, 2025.
On February 6, 2025, the Operating Partnership issued 698,465 Series B-2 Preferred Units at $6.00 per unit, valued in aggregate at approximately $4.2 million, to the contributors of the three NNN properties acquired on that date. The Series B-2 Preferred Units carry a cumulative annual distribution of $0.33 per unit, payable monthly in arrears, and are redeemable beginning on the second anniversary of closing.
On January 29, 2024 the Company exchanged all shares of its Series A Redeemable Preferred Stock to 2,794,597 shares of our common stock according to the following allocation:
2,623,153 shares out of the 2,794,597 shares of our common stock were distributed by Modiv OP and subsequently distributed by Modiv to the holders of its common stock;
the remaining 171,444 shares of our common stock issued to Modiv OP will be held by Modiv OP.
On August 7, 2025, the Company exercised its first of two twelve-month extension options under the GIP SPE Operating Agreement with LC2-NNN Pref, LLC, extending the mandatory redemption date from August 10, 2025 to August 10, 2026. In connection with the extension, the Company paid an extension fee of $141,000 and the preferred equity return increased from 15.5% to 18% per annum. The Preferred Interest is presented as temporary equity at a redemption value of $14.1 million plus accrued preferred interest of $4.2 million as of December 31, 2025.
The Brown Family Enterprises, LLC preferred equity redemption date for the Norfolk, Virginia properties remains February 8, 2027, presented as temporary equity at an aggregate redemption value of $3.0 million as of December 31, 2025.
On July 24, 2024, the Operating Partnership of Generation Income Properties, Inc., entered into a Fifth Amendment to the Amended and Restated Limited Partnership Agreement of the Operating Partnership (the “LPA Amendment”), pursuant to which the Company, as the general partner of the Operating Partnership, issued partnership interests to LMB Owenton I LLC (“Contributor”) in the form of Series B-1 Preferred Units (the “Series B-1 Preferred Units”).
Also on July 24, 2024, the Operating Partnership and the Contributor entered into a Contribution and Exchange Agreement (the “Contribution Agreement”) pursuant to which the Contributor contributed 155,185 Common Units in exchange for 155,185 Series B-1 Preferred Units. If and when determined by the Company, as general partner of the Operating Partnership, in its sole discretion, holders of the Series B-1 Preferred Units will be paid cash distributions in the amount of $0.117 per Series B-1 Preferred Unit per quarter, subject to prior payment of any preferred return on senior preferred units of the Operating Partnership. The Contributor will have the right to cause the Operating Partnership to redeem the Series B-1 Preferred Units after two (2) years for either (i) cash in an amount equal to $7.15 per Series B-1 Preferred Unit or (ii) a number of shares of common stock of the Company equal to the number of Series B-1 Preferred Units being redeemed multiplied by 1.00, plus, in each case, an amount equal to all dividends accrued and unpaid thereon.
On July 25, 2024, the Operating Partnership entered into First Amendments to the Second Amended and Restated Limited Liability Company Agreements, dated as of February 8, 2023, for each of the Norfolk, Virginia properties, GIPVA 2510 Walmer Ave, LLC and GIPVA 130 Corporate Blvd, LLC to revise the redemption date of Brown Family Enterprises, LLC membership interests from February 8, 2025 to February 8, 2027.
Corporate and Administrative
On July 19, 2024, we determined that MaloneBailey LLP (“MaloneBailey”) would no longer serve as the Company’s independent registered public accounting firm and would be dismissed effective as of July 19, 2024. The decision to change independent registered public accounting firms was approved by the Board of Directors and the Audit Committee of the Company on July 19, 2024.
On July 19, 2024, we ratified the appointment of CohnReznick LLP (“CohnReznick”) as the Company's new independent registered public accounting firm to audit and review the Company’s financial statements.
On April 25, 2025, the Company entered into a $1.0 million secured promissory note with Brown Family Enterprises, LLC bearing interest at 16% per annum for the first 90 days, reverting to 9% thereafter. The note was subsequently amended on October 27, 2025 and December 15, 2025, extending the maturity date to January 30, 2026 and incurring aggregate extension fees of $82,000. As of December 31, 2025, the outstanding principal balance of $1.0 million, together with accrued interest, remained unpaid. We have been able to retire this obligation in full as of the date of this Form 10-K.
On May 29, 2025, the Company's President and CEO provided a $610,000 loan to the Company bearing interest at 5.75% per annum to fund closing costs associated with the May 2025 property dispositions. The loan was extended to December 31, 2025 and remained unpaid as of that date and as of the date of the filing of this Form 10-K.
On June 13, 2025, the Company entered into a $1.1 million loan agreement with Valley National Bank secured by the Company's 7-Eleven store in Washington, D.C., bearing interest at a fixed rate of 6.50% per annum with a maturity date of June 13, 2030, subject to tenant lease renewal conditions.
Concurrent with the May 2025 dispositions, the Company repaid in full the cross-collateralized loan previously secured by the Washington, D.C., Tampa, Florida, and Huntsville, Alabama properties, resulting in a loss on extinguishment of debt of $926,398, consisting of $286,218 of unamortized debt issuance costs and $640,180 of prepayment premiums and liquidation fees.
On February 12, 2026, one of our subsidiaries entered into a loan transaction for a $125,000 loan from QCCR Investments, LLC, an affiliate of Richard D. Russell, a director of the Company. The proceeds of the loan were used to fund costs associated with the Company’s appeal of the decision by the staff of The Nasdaq Stock Market LLC to deny the Company’s request for continued listing on the The Nasdaq Capital Market, as described in the Company’s Current Report on Form 8-K filed on February 6, 2026. All principal under the loan, together with accrued but unpaid interest at an interest rate of 12% per annum and an origination fee of 3% of the principal amount, will be due on November 12, 2026, if earlier, the date of the sale of the Company’s real estate asset located at 2510 Walmer Ave in Norfolk, Virginia. The loan is secured by 100% of the Company’s equity interest in the Company’s subsidiary that holds Walmer Ave property.
We modified terms for two secured mortgage loans set to expire in September 2024 and October 2024. As of September 30, 2024 the principal balances of the modified secured loans were $7.2 million and $4.4 million at 6.15% annual interest with maturity dates extended to August 2029.
Lloyd M. Bernstein / Series B-2 Preferred Units
On February 6, 2025, in connection with the acquisition of three single-tenant NNN properties, the Operating Partnership issued 698,465 Series B-2 Preferred Units at $6.00 per unit to the contributing members of LMB Lewiston, LLC, LMB Ft. Kent, LLC, and LMB Auburn Hills I, LLC, valued in aggregate at approximately $4.2 million. The Series B-2 Preferred Units carry a cumulative annual distribution of $0.33 per unit, payable monthly in arrears. Beginning on the second anniversary of closing, holders may elect to redeem their units for a redemption amount as defined in the Amended and Restated Agreement of Limited Partnership. The non-controlling interest is presented as temporary equity at a redemption value of $4,209,154 as of December 31, 2025.
LC2-NNN Pref, LLC
In connection with the acquisition of the Modiv Portfolio in August 2023, LC2-NNN Pref, LLC holds a preferred equity interest in GIP SPE with an initial investment of $14.1 million, carrying a cumulative distribution preference of 15.5% per annum. On August 7, 2025, the Company exercised its first twelve-month extension option, extending the mandatory redemption date from August 10, 2025 to August 10, 2026. In connection with the extension, the Company paid an extension fee of $141,000 and the preferred equity return increased from 15.5% to 18% per annum, of which the current preferred return remained at 5% per annum and the accrued preferred return increased from 10.5% to 13% per annum. The Preferred Interest is presented as temporary equity at a redemption value of $14,100,000 plus accrued but unpaid preferred interest of $4,189,142 as of December 31, 2025.
Agreements with Brown Family Enterprises, LLC
Brown Family Enterprises, LLC holds Class A Preferred Units in the Company's two Norfolk, Virginia property subsidiaries at an aggregate redemption value of $3,000,000, with a redemption date of February 8, 2027. The Company is required to pay a 7% IRR monthly and will share 16% of equity in each subsidiary upon a capital transaction. The non-controlling interest is presented as temporary equity at $3,000,000 as of December 31, 2025.
Brown Family Enterprises, LLC also serves as a lender to the Company under two outstanding loan arrangements. The first is a secured promissory note with an outstanding balance of $5,500,000 bearing interest at 9% per annum, maturing October 14, 2026. The second is the above-described $1,000,000 secured promissory note originated on April 25, 2025, bearing interest at 16% per annum for the first 90 days, reverting to 9% thereafter, which was subsequently amended twice to extend the maturity to January 30, 2026, incurring aggregate extension fees of $82,000. As of December 31, 2025, both loans remained outstanding with aggregate principal of $6,500,000 unpaid. The $5,500,000 loan matures October 14, 2026 and the Company is actively evaluating refinancing options. See Debt Financing above for further detail.
On February 8, 2023, the Operating Partnership entered into new Amended and Restated Limited Liability Company Agreements for the Norfolk, Virginia properties, GIPVA 2510 Walmer Ave, LLC ("GIPVA 2510") and GIPVA 130 Corporate Blvd, LLC ("GIPVA 130"), in which the Operating Partnership, as the sole member of GIPVA 2510 and GIPVA 130, admitted a new preferred member, Brown Family Enterprises, LLC, through the issuance of preferred membership interests in the form of Class A Preferred Units of GIPVA 2510 and GIPVA 130. GIPVA 2510 and GIPVA 130 (the “Virginia SPEs”) hold the Company’s Norfolk, Virginia properties. In addition, both of the Virginia SPEs and Brown Family Enterprises, LLC entered into Unit Purchase Agreements in which GIPVA 2510 issued and sold 180,000 Class A Preferred Units at a price of $10.00 per unit for an aggregate price of $1,800,000, and GIPVA 130 issued and sold 120,000 Class A Preferred Units at a price of $10.00 per unit for an aggregate price of $1,200,000. The Operating Partnership is the general manager of the subsidiary while Brown Family Enterprises, LLC is a preferred equity member. Pursuant to the agreement, the Company is required to pay the preferred equity member a 7% IRR paid on a monthly basis and will share in 16% of the equity in each of the Virginia SPEs upon a capital transaction resulting in distributable proceeds. Brown Family Enterprises, LLC has the right to redeem the preferred equity at redemption value. On July 25, 2024, we entered into First Amendments to the Second Amended and Restated Limited Liability Company Agreements, dated as of February 8, 2023, for each of these entities revising the redemption date from February 8, 2025 to February 8, 2027. Because of the redemption right, the non-controlling interest is presented as temporary equity at an aggregated redemption value of $3,000,000 as of December 31, 2024.
Agreement with LMB Owenton I, LLC
On February 7, 2023, the Operating Partnership entered into a Unit Issuance Agreement and Amendment to Contribution and Subscription Agreement with LMB Owenton I LLC in which the Operating Partnership and LMB Owenton I LLC agreed to delay the Contributor’s right to require the redemption of the Contributor’s GIP LP Units in the Operating Partnership until after 36 months on January 14th, 2025 and for a reduced redemption price of $7.15 per GIP LP Unit. Such agreement was made in consideration of the issuance to LMB Owenton I LLC of an additional 44,228 GIP LP Units in the Operating Partnership, resulting in Contributor owning an aggregate of 155,185 GIP LP Units in the Operating Partnership at redemption value of $1,109,570 as of December 31, 2024.
For twelve months ended December 31, 2024,2025, total revenue from operations was $9,762,636$9,739,942 as compared to $7,632,600$9,762,636 for the twelve months ended December 31, 2023.2024. The revenue increasedecrease of $2,130,036$22,694 for the twelve-months ended December 31, 2024,2025, resulted from having a full year versus five monthsproperty ofsales, operatingoffset theby propertiesthree acquiredproperty acquisitions in theFebruary Modiv acquisition during 20242025, and 2023,lease respectively.concessions to facilitate lease renewals and extensions.
General and administrative expense increased by $375,137,$81,780, or approximately 22%,4%, year over yearyear, asreflecting thean Companyincrease engagedin incrementalconsulting fees and higher fees from existing professional servicesservice supportproviders forsupporting audit, tax, and financial reporting and other professional services. Approximately, $300,000 of the increase comprises nonrecurring or transaction specific expenditures.functions.
Building expenses decreased by $144,097, or approximately 5%, year over year. The three properties acquired in February 2025 are structured as triple-net leases under which tenants bear substantially all operating expenses, contributing minimal incremental building costs. This was further aided by the removal of operating costs associated with five property dispositions completed during 2025.
Depreciation and amortization increased by $230,514, or approximately 5%, year over year, reflecting partial-year depreciation on three single-tenant NNN properties acquired on February 6, 2025 (Dollar General, Tractor Supply, and Zaxby's), partially offset by the cessation of depreciation on five properties disposed of during 2025.
Interest expense, net increased by $1,484,734, or approximately 35%, year over year. The increase was driven primarily by $808,953 of default interest recognized in connection with the payoff of the cross-collateralized mortgage loan secured by the Company's Washington, D.C., Tampa, Florida, and Huntsville, Alabama properties, which is non-recurring in nature. Additional contributing factors include partial-year interest on debt assumed in connection with three NNN property acquisitions completed February 6, 2025, a new $1.1 million mortgage loan on the Company's Washington, D.C. 7-Eleven property originated June 13, 2025, and interest and extension fees on a $1.0 million related-party loan from Brown Family Enterprises, LLC entered into in April 2025. These increases were partially offset by the retirement of mortgage indebtedness associated with five property dispositions completed during 2025 and a decrease in guaranty fee expense from $387,056 in 2024 to $316,298 in 2025. During the twelve months ended December 31, 2025, the Company incurred a guaranty fee expense of $316,298 payable to our President and CEO, of which $510,642 remained payable as of December 31, 2025.
Compensation costs increased by $179,946, or approximately 17%, primarily due to restricted stock compensation and increase in contractual increase in executive salary per the amended and restated employment agreement dated August 24, 2024.
Building expenses increased by $974,424, or approximately 57%, resulting from full year operations during 2024 versus five months of the integrated Modiv properties in 2023. Key expenditures increased as follows, property taxes approximately $548,000, repairs, maintenance and janitorial approximately $315,000, and utilities approximately $78,000 year over year.
What changed in the latest 10-Q
Risk Factors
New heading “New Nasdaq Rule regarding Market Value of Listed Securities”
New heading “We have significant near-term debt maturities and liquidity needs and may not be able to refinance or repay these obligations on acceptable terms, or at all.”
New heading “Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.””
New heading “If we are not able to timely redeem the remaining LC2 Preferred Equity in GIP SPE, the redemption amount of the LC2 Preferred Equity may materially increase and LC2 will have the right to take over the management of GIP SPE in a way that may materially adversely affect our equity interest in GIP SPE.”
Largest changes
“Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.””see in full comparison
“On January 13, 2026, Nasdaq filed a proposed rule change with the Securities and Exchange Commission, or SEC, to adopt a new continued listing requirement requiring the maintenance of a minimum Market Value of Listed Securities, or MVLS, of at least $5.0 million. Under the proposal, a company that fails to maintain an MVLS of at least $5 million for 30 consecutive business days would be subject to suspension and delisting proceedings with no cure right and limited appeal rights. The rule change applies to companies listed on the Nasdaq Capital Market, including the Company. …”see in full comparison
“As we do not currently maintain a MVLS of at least $5.0 million and, to the extent our MVLS does not exceed $5.0 million within 30 consecutive business days of the MVLS rule retaking effect, we expect to be in violation of the new rule, which could trigger an immediate suspension and delisting from Nasdaq. A delisting under this rule would have adverse consequences on our common stock, including reduced liquidity, limited market quotations, diminished analyst coverage, and impaired ability to raise capital. …”see in full comparison
“Our ability to continue as a going concern depends on the successful execution of management’s plan to improve our liquidity and profitability, and there can be no assurance that these efforts will be successful. If we are unable to improve our liquidity and operating results, generate sufficient cash flow, repay or refinance our indebtedness when due, or otherwise continue as a going concern, we may be required to curtail operations, sell assets, restructure our indebtedness or pursue other alternatives on unfavorable terms. …”see in full comparison
“We have incurred recurring losses, have significant projected cash needs and currently have limited liquidity. As a result, substantial doubt exists about our ability to continue as a going concern for one year after the date our financial statements are issued, and our independent registered public accounting firm’s report includes an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern.”see in full comparison
“We have significant near-term debt maturities and liquidity needs and may not be able to refinance or repay these obligations on acceptable terms, or at all.”see in full comparison
Full comparison: every changed paragraph (17)
There have been no material changes from the risk factors previously disclosed in Item 1A. Risk Factors of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as amended.amended, except as disclosed below.
In August 2025, we received notice from the Listing Qualifications staff of Nasdaq (the “"Staff”") notifying us that we no longer maintained at least $2.5 million in stockholders’stockholders' equity, as required under Nasdaq Listing Rule 5550(b)(1) (the “"Equity Requirement”") and that we also did not meet any other alternative standard. On October 6, 2025, we submitted to the Staff a written plan to become compliant with the Equity Requirement and were given until February 5, 2026, to regain compliance. Because we were unable to regain compliance by such date, on February 5, 2026, the Staff provided written notification that the trading of our common stock and warrants would be suspended at the open of business on February 17, 2026 unless the Company appealed the Staff’sStaff's determination to the Nasdaq Hearings Panel.Panel (the "Panel"). We thereafter timely appealed the Staff’sStaff's determination, and on March 24, 2026, a hearing was held before the Nasdaq Hearings Panel, during which time we requested an extension of time and submitted a plan to regain compliance with both the Equity Requirement and Minimum Bid Requirement (as described below) by August 2026, with such plan consisting of a combination of property sales, capital raises, and a reverse stock split. By decision dated April 17, 2026, the Nasdaq Hearings Panel granted us an extension through August 4, 2026, to evidence compliance and stated that this extension represents the full extent of the Panel’sPanel's discretion. ThereOn canAugust 10, 2026, the Company received formal notification from Nasdaq confirming that the Company has regained compliance with the Equity Requirement. As stated in Nasdaq’s notification, the Company will be nosubject assuranceto a mandatory panel monitor for a period of one year from August 10, 2026. If, within that weone-year monitoring period, the Nasdaq Listing Qualifications staff (the “Staff”) finds the Company is again out of compliance with the Equity Rule, then the Staff will regainissue compliancea bydelist Augustdetermination 4,letter, 2026.and the Company will have an opportunity to request a new hearing with the initial Panel or a newly convened hearing panel if the initial Panel is unavailable.
On January 28, 2025, we received notice from Nasdaq that, because the closing bid price for our common stock had fallen below $1.00 per share for 30 consecutive business days, we no longer complied with the minimum bid price requirement pursuant to Nasdaq Listing Rule 5550(a)(2) (the “"Minimum Bid Requirement”"). We were provided an initial compliance period of 180 calendar days, or until July 27, 2026, to regain compliance with the Minimum Bid Requirement.Requirement, Towhich regain compliance,required the closing bid price of our common stock mustto meet or exceed $1.00 per share for a minimum of 10 consecutive business days prior to that date. We did not regain compliance by July 27, 2026.
On August 6, 2026, we received written notice from the Staff that the Company is not eligible for a second 180-calendar-day compliance period with respect to the Minimum Bid Requirement because we do not meet the $1,000,000 minimum market value of publicly held shares requirement for continued listing on the Nasdaq Capital Market under Listing Rule 5550(b)(1)(A). The Staff notified us that this additional deficiency will serve as a further basis for delisting our securities from Nasdaq and will be considered by the Panel together with the pending matter regarding the Equity Requirement described above. We were given until August 13, 2026 to submit our views on this additional deficiency to the Panel in writing. There can be no assurance that the Panel will grant continued listing to our common stock and warrants in light of this additional basis for delisting.
New Nasdaq Rule regarding Market Value of Listed Securities
On January 13, 2026, Nasdaq filed a proposed rule change with the Securities and Exchange Commission, or SEC, to adopt a new continued listing requirement requiring the maintenance of a minimum Market Value of Listed Securities, or MVLS, of at least $5.0 million. Under the proposal, a company that fails to maintain an MVLS of at least $5 million for 30 consecutive business days would be subject to suspension and delisting proceedings with no cure right and limited appeal rights. The rule change applies to companies listed on the Nasdaq Capital Market, including the Company. The proposed rule was approved by the SEC on July 22, 2026, and was subsequently stayed on July 29, 2026, pending review by the SEC. It’s not certain whether or when the MVLS rule will retake effect.
As we do not currently maintain a MVLS of at least $5.0 million and, to the extent our MVLS does not exceed $5.0 million within 30 consecutive business days of the MVLS rule retaking effect, we expect to be in violation of the new rule, which could trigger an immediate suspension and delisting from Nasdaq. A delisting under this rule would have adverse consequences on our common stock, including reduced liquidity, limited market quotations, diminished analyst coverage, and impaired ability to raise capital. We can provide no assurance that we will be able to regain compliance with this new MVLS requirement or that any actions we may take to increase our MVLS, such as additional capital raising, will be successful or will not have other adverse effects on our stockholders.
We intend to continue to actively monitor the closing bid price of our common stock and will evaluate available options to regain compliance with the Minimum Bid Requirement. Specifically, we have confirmed to Nasdaq at the hearing held on March 24, 2026 that, if necessary, we will implement a reverse stock split of our outstanding common stock prior to July 27, 2026 to attempt to regain compliance. There can be no assurance that we will regain compliance with the Minimum Bid Requirement during the 180-day compliance period or maintain compliance with the other Nasdaq listing requirements.
We have significant near-term debt maturities and liquidity needs and may not be able to refinance or repay these obligations on acceptable terms, or at all.
As of June 30, 2026, we had approximately $5.5 million of debt maturing in October 2026 related to loans from Brown Family Enterprises. We are pursuing refinancing and other capital solutions to address these obligations; however, there can be no assurance that we will be able to refinance or repay such indebtedness on acceptable terms, in a timely manner, or at all.
Our ability to meet these obligations depends on, among other things, our ability to execute on our liquidity initiatives, including refinancing or extending existing indebtedness, optimizing portfolio performance and selectively disposing of assets. Over the next twelve months, we expect to prioritize strengthening our balance sheet and liquidity by opportunistically marketing and selling a select group of income-producing properties.
If we are unable to successfully implement these initiatives, we may face liquidity constraints and could be required to pursue alternatives such as asset sales on unfavorable terms, restructuring our indebtedness or curtailing operations, any of which could materially adversely affect our business, financial condition and results of operations.
Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.”
We have incurred recurring losses, have significant projected cash needs and currently have limited liquidity. As a result, substantial doubt exists about our ability to continue as a going concern for one year after the date our financial statements are issued, and our independent registered public accounting firm’s report includes an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern.
Our ability to continue as a going concern depends on the successful execution of management’s plan to improve our liquidity and profitability, and there can be no assurance that these efforts will be successful. If we are unable to improve our liquidity and operating results, generate sufficient cash flow, repay or refinance our indebtedness when due, or otherwise continue as a going concern, we may be required to curtail operations, sell assets, restructure our indebtedness or pursue other alternatives on unfavorable terms. Any of these events could materially adversely affect our business, financial condition and the value of our securities.
If we are not able to timely redeem the remaining LC2 Preferred Equity in GIP SPE, the redemption amount of the LC2 Preferred Equity may materially increase and LC2 will have the right to take over the management of GIP SPE in a way that may materially adversely affect our equity interest in GIP SPE.
In connection with the Company's purchase in August 2023 of a portfolio of properties from Modiv Inc., the Operating Partnership formed GIP SPE to acquire and hold the properties acquired from Modiv. As partial financing for the property acquisition, GIP SPE received a $12.0 million preferred equity investment from LC2, and the GIP SPE Operating Agreement provided that GIP SPE was required to redeem in full all of the LC2 Preferred Equity, including the preferred return thereon, on or before August 10, 2026. On August 10, 2026, GIP SPE and LC2 entered into an amendment to the GIP SPE Operating Agreement extending this redemption deadline from August 10, 2026 to August 31, 2026. The amendment did not extend the date of the Company's remaining 12-month extension option (which, if exercised, would extend the redemption deadline only to August 10, 2027) and did not constitute a determination that the Company had satisfied the conditions required to exercise that option. If those conditions are satisfied prior to August 31, 2026, the Company will have the right to further extend the redemption deadline to August 10, 2027; if not, the redemption deadline will remain August 31, 2026. Through August 1, 2026, GIP SPE has redeemed an aggregate of $13,629,557, leaving a remaining balance of $7,959,915 to be redeemed as of August 1, 2026. The Company is seeking to fund the remaining redemption amount through a combination of the above-described property sales, the proceeds of this Offering, and a potential bridge loan or refinancing transaction, but there is no assurance that the Company will be able to fund all or a portion of the remaining redemption amount before August 31, 2026. If GIP SPE cannot fully redeem the LC2 Preferred Equity on or before August 31, 2026 (or, if the Company's remaining 12-month extension option is validly exercised, August 10, 2027), then LC2 may enforce its rights under the GIP SPE Operating Agreement, which would include the right of LC2 to replace the manager of GIP SPE (and thereby take control of GIP SPE and the properties held by it), list and sell the properties held by GIP SPE without the approval of the Company, increase the preferred return of the LC2 Preferred Equity to an annual cumulative rate of 18%, compounded monthly, and charge and collect an additional fee of 1% of the total capital contributions made by LC2. Any or all of these actions could materially and adversely affect our rights and the value of our equity interest with respect to GIP SPE. As of August 1, 2026, a total of 8 properties are held through GIP SPE.
Management's Discussion & Analysis (MD&A)
New heading “On July 9, 2026, the Company effected a reverse stock split of its common stock at a ratio of 1-for-10. All share and per share amounts disclosed in this Form 10-Q have been adjusted to reflect the reverse split unless otherwise indicated.”
New heading “Sale of 10002 N. Dale Mabry Highway, Tampa, Florida - Starbucks”
New heading “Assets Held for Sale”
New heading “Amendments to Series B-1 and Series B-2 Preferred Units”
New heading “Debt Conversion - Related Party”
New heading “Reverse Stock Split”
New heading “Nasdaq Stockholders’ Equity Compliance”
New heading “Nasdaq Minimum Bid Requirement Compliance”
Removed heading “Valley National Bank — 7-Eleven, Washington, D.C.”
Largest changes
“On August 10, 2026, the Company received formal notification from Nasdaq confirming that the Company has regained compliance with the Equity Requirement. As stated in Nasdaq's notification, the Company will be subject to a mandatory panel monitor for a period of one year from August 10, 2026. …”see in full comparison
“On August 6, 2026, we received written notice from Nasdaq staff that we are not eligible for a second 180-day compliance period to regain compliance with the $1.00 minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Requirement”) because we do not satisfy the $1,000,000 minimum market value of publicly held shares requirement under Listing Rule 5550(b)(1)(A). …”see in full comparison
“On July 9, 2026, the Company effected a reverse stock split of its common stock at a ratio of 1-for-10. All share and per share amounts disclosed in this Form 10-Q have been adjusted to reflect the reverse split unless otherwise indicated.”see in full comparison
“As a result of the Eighth Amendment, Ninth Amendment and Debt Conversion Agreement described above, the Company believes that, as of the date the condensed consolidated financial statements were issued, it has stockholders’ equity in excess of $5 million. Nasdaq will continue to monitor the Company’s ongoing compliance with the applicable stockholders’ equity requirement and, if at the time of its next periodic report the Company does not evidence compliance, the Company may be subject to delisting.”see in full comparison
Full comparison: every changed paragraph (69)
On July 9, 2026, the Company effected a reverse stock split of its common stock at a ratio of 1-for-10. All share and per share amounts disclosed in this Form 10-Q have been adjusted to reflect the reverse split unless otherwise indicated.
We are an internally managed, Maryland corporation focused on acquiring retail, office and industrial real estate located in major U.S. markets. We elected to be taxed as a REIT for federal income tax purposes. Substantially all of the Company’s assets are held by, and operations are conducted through, the Operating Partnership and the Operating Partnership’s direct and indirect subsidiaries. The Company is the general partner of the Operating Partnership and as of MarchJune 31,30, 2026 owned 99.6% of the outstanding common units of the Operating Partnership. The Company formed a Maryland entity GIP REIT OP Limited LLC in 2018 that owns 0.001% of the Operating Partnership.
On June 1, 2026, the Company completed a public offering (the "Offering") of common stock and Common Warrants to purchase shares of common stock (the "Common Warrants"), at a public offering price of $0.21 per share. The Company also offered to each purchaser whose purchase would otherwise result in beneficial ownership exceeding 4.99% (or, at the purchaser's election, 9.99%) of outstanding common stock the option to receive, in lieu of shares, Pre-Funded Warrants (the "Pre-Funded Warrants") exercisable for the same number of shares at a nominal exercise price of $0.0001 per share, with the public offering price per Pre-Funded Warrant equal to the public offering price per share and accompanying Common Warrant, less $0.0001. The Common Warrants have an exercise price of $0.21 per share, are exercisable immediately upon issuance, and expire five years from the date of issuance (June 1, 2031). The Pre-Funded Warrants are exercisable immediately and do not expire until exercised in full. The number of Common Warrants sold did not vary based on the mix of shares and Pre-Funded Warrants purchased; each share or Pre-Funded Warrant sold in the Offering carried one accompanying Common Warrant. If the Company effects a share split, share dividend, reverse stock split or similar event within the two-year period following issuance of the Common Warrants, the exercise price will be reduced to the lowest volume-weighted average price during the five trading days before and after the event, subject to a floor exercise price of $0.0562 per share, with the number of shares issuable proportionately increased to preserve the aggregate exercise price payable.
Pursuant to the Offering, purchasers acquired 22,050,000 Pre-Funded Warrants and 1,775,000 shares of common stock, together with an aggregate of 23,825,000 accompanying Common Warrants, of which 1,775,000 accompanied the shares of common stock and 22,050,000 accompanied the Pre-Funded Warrants, for aggregate gross proceeds of $5,001,060. In connection with the offering, the Company paid the placement agent 7.0% of gross proceeds plus reimbursement of the placement agent's out-of-pocket costs and expenses of $85,000. The Company's directors and executive officers entered into lock-up agreements restricting the sale of common stock for 90 days following closing, subject to certain exceptions.
The Offering closed on June 1, 2026. After deducting the placement agent fee and offering expenses, the Company received net proceeds of $4,565,833.
On July 9, 2026, the Company effected a 1-for-10 reverse stock split of its common stock. The share, per-share and exercise-price amounts discussed above have been adjusted for the reverse stock split.
On July 24, 2026, the Operating Partnership, the Company and the David E. Sobelman Revocable Trust, of which the Company's Chief Executive Officer is trustee, entered into a Debt Conversion Agreement pursuant to which $120,000 of outstanding debt owed by the Operating Partnership to the Sobelman Trust was converted into 162,163 shares of the Company's common stock, at a conversion price of $0.74 per share, the Nasdaq Official Closing Price of the common stock on July 23, 2026.
The following are characteristics of our properties as of MarchJune 31,30, 2026:
Creditworthy Tenants. Approximately 60%58% of our portfolio’s annualized base rent ("ABR") as of MarchJune 31,30, 2026 was derived from tenants that have (or whose parent company has) an investment grade credit rating from a recognized credit rating agency of “BBB-” or better. Our largest tenants are the General Service Administration, Dollar General, and Kohl’s Corporation, PRA Holdings, and City of San Antonio contributed approximately 69%64% of our portfolio’s annualized base rent.
Contractual Rent Growth. Approximately 92% of the leases in our current portfolio (based on ABR as of MarchJune 31,30, 2026) provide for increases in contractual base rent during future years of the current term or during the lease extension periods.
The table below presents an overview of the properties in our portfolio as of MarchJune 31,30, 2026:
Annualized cash base rental income in place as of MarchJune 31,30, 2026. Our leases do not include tenant concessions or abatements, except for Dollar Tree in Morrow, Georgia which had 2-months free rent in Q3 2025.abatements.
From inception through MarchJune 31,30, 2026, we have distributed $5,031,548 to common stockholders.
Nasdaq Listing
As previously reported, on August 20, 2025, the Listing Qualifications department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notified the Company that it was not in compliance with Nasdaq Listing Rule 5550(b)(1) (the “Equity Requirement”), which requires companies listed on The Nasdaq Capital Market to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing or meet the alternative compliance standards relating to the market value of listed securities or net income from continuing operations. The Company thereafter requested a hearing before the Nasdaq Hearings Panel (the “Panel”) to address the deficiency, which was held on March 24, 2026. By decision dated April 17, 2026, the Panel granted the Company an extension through August 4, 2026, to evidence compliance with the Equity Requirement, which the Panel indicated, constitutes the full extent of the Panel’s discretion in this matter. There can be no assurance that the Company will be able to regain compliance with the applicable Nasdaq listing requirements by August 4, 2026.
Brown Family Enterprises —- Note Restructuring and LLC Interest TransferTransfers
On February 10, 2026, Brown sold and assigned the note to Silverback Capital Corporation ("Silverback"), an unrelated third party. Concurrent with the assignment, the Company entered into an Amended and Restated Convertible Note with Silverback in the principal amount of $551,437, and issued to Brown a Retained Balance Promissory Note in the principal amount of $600,000, bearing interest at 0% per annum. On March 3, 2026, the Retained Balance Note was satisfied in full through the transfer of one hundred percent (100%) of the limited liability company interests of GIPDC 3707 14th St. LLC (the "DC Entity") to Brown pursuant to an Assignment of Limited Liability Company Interests and Satisfaction Agreement. As a result of the transfer, the Company recognized a loss on transfer of LLC interests in satisfaction of debt of $185,069 during the threesix months ended MarchJune 31,30, 2026. The Company retained a contingent right to receive fifty percent (50%) of net sale proceeds from any future sale of the DC property in excess of a $600,000 return of capital threshold to Brown and continues to serve as exclusive property manager of the DC property. See Note 3 - Real Estate Assets and Note 9 - Debt for additional information.
On June 16, 2026, the Company, Generation Income Properties, LP ("GIP LP"), and Brown Family Enterprises, LLC ("Brown") entered into an Assignment of Limited Liability Company Interests and Termination Agreement (the "Termination Agreement"), pursuant to which Brown assigned, transferred, and conveyed 100% of the limited liability company interests in the DC Entity back to GIP LP, the Company paid Brown $600,000 in cash, and the Original Agreement described above, including the Participation Right and all other rights and obligations thereunder, was terminated in its entirety, with mutual releases exchanged by the parties. The DC Property continues to be encumbered by the mortgage loan held by Valley National Bank, which remained the obligation of the DC Entity throughout and was unaffected by the Termination Agreement.
Silverback Capital Corporation —- Convertible Note
On February 10, 2026, the Company entered into an Amended and Restated Convertible Note with Silverback Capital Corporation (the "Noteholder") in the principal amount of $551,437, bearing interest at 9% per annum and maturing February 24, 2027. The note is convertible into shares of the Company's common stock at a conversion price equal to 80% of the average of the three lowest trading prices of the Company's common stock during the ten trading days preceding conversion, subject to a floor price of $0.10 per share and a 19.99% exchange cap on total shares issuable without stockholder approval. The Company has determined that the note will be settled entirely through the issuance of up to 2,400,000 shares of common stock reserved for conversion. Accordingly, upon issuance, the Company recorded the full principal amount of $551,437 as an increase to stockholders' equity, consisting of $24,000 to common stock at par value of $0.01 per share and $527,437 to additional paid-in capital. No liability has been recorded on the Company's consolidated balance sheet in connection with the note. During the three and six months ended MarchJune 31,30, 2026, 496,930557,000 sharesand 1,053,930 shares, respectively, were delivered to the Noteholder. As of MarchJune 31,30, 2026, the outstanding balance of the convertible note was approximately $401,482$295,040 and 1,903,0701,346,070 shares remain reserved for future delivery under the note. See Note 9 - Debt for additional information.
Valley National Bank — 7-Eleven, Washington, D.C.
On June 13, 2025, GIPDC 3707 14th St. LLC, an indirect subsidiary of the Company, entered into a mortgage loan with Valley National Bank in the original principal amount of $1,100,000, secured by the Company's 7-Eleven net lease retail property located at 3707-3711 14th Street NW, Washington, D.C., bearing interest at a fixed rate of 6.50% per annum. During November 2025, the Company received the $350,000 disbursement of renewal funds following satisfaction of the required lease renewal conditions. As a result of the transfer of GIPDC 3707 14th St. LLC to Brown Family Enterprises, LLC on March 3, 2026, the $1,100,000 Valley National Bank mortgage loan was assumed by the transferee as an obligation of the entity and removed from the Company's consolidated balance sheet. See Note 3 — Real Estate Assets for additional information.
On April 17, 2026, the Company, completed the sale of its Dollar Tree-occupied net lease retail property located in Morrow, Georgia for a purchase price of $1,458,000, subject to customary prorations and adjustments, resulting in net proceeds to the Company of $639,152.
Sale of 10002 N. Dale Mabry Highway, Tampa, Florida - Starbucks
On May 22, 2026, the Company completed the sale of its Starbucks-occupied net lease retail property located at 10002 N. Dale Mabry Highway, Tampa, Florida for a gross purchase price of $2,964,000, resulting in net proceeds to the Company of $1,959,170.
Assets Held for Sale
On April 30, 2026, the Company’s indirect wholly owned subsidiary, GIPCA 991 Nut Tree Road, LLC, entered into an agreement to sell its property located in Vacaville, California, net leased to the United States of America acting through the General Services Administration, for $2,475,000. The Company reclassified the property as held for sale effective April 30, 2026; its carrying amount did not exceed its estimated fair value less costs to sell, and no impairment loss was recognized. The sale closed on July 15, 2026, resulting in net cash proceeds of approximately $2,356,757 and a gain on sale of approximately $301,000. See Note 12 - Subsequent Events.
On June 19, 2026, seven of the Company’s indirect wholly owned subsidiaries entered into an agreement to sell a portfolio of net lease retail properties in Big Spring, Texas; Mount Gilead, Ohio; East Wilton, Maine; Litchfield, Maine; Thompsontown, Pennsylvania; Castalia, Ohio; and Lakeside, Ohio, each occupied by Dollar General, for an aggregate purchase price of $7,320,000. On July 22, 2026, the parties entered into a First Amendment to the Purchase and Sale Agreement, which removed the Litchfield, Maine property and reduced the aggregate purchase price for the remaining six properties to $6,246,221. The Company reclassified the six remaining DG Properties as held for sale effective June 19, 2026, and, based on estimated sales proceeds of $5,871,447, net of transaction costs, recognized an impairment loss of $668,649 in its consolidated statement of operations for the six months ended June 30, 2026.
On June 22, 2026, the Company’s indirect wholly owned subsidiary, GIPIL 3134 W 76th Street, LLC, entered into a Purchase and Sale Agreement to sell its Fresenius-occupied net lease medical property located in Chicago, Illinois for a purchase price of $2,800,000. The Company reclassified the property as held for sale effective June 22, 2026; its carrying amount did not exceed its estimated fair value less costs to sell, and no impairment loss was recognized.
Amendments to Series B-1 and Series B-2 Preferred Units
On July 16, 2026, the Operating Partnership, the Company and LMB Owenton I LLC entered into an Eighth Amendment to the Amended and Restated Limited Partnership Agreement and Series B-1 Standstill and Omnibus Consent, pursuant to which LMB Owenton I LLC irrevocably waived its right to require cash redemption of the Series B-1 Preferred Units. In its place, the holder may tender its Series B-1 Preferred Units for exchange into shares of the Company’s common stock on a one-for-one basis (as adjusted for the Company’s 1-for-10 reverse stock split effected July 9, 2026), unless the Company elects to settle in cash or a combination of cash and stock. The $0.117 per unit quarterly preferred return was unchanged.
Also on July 16, 2026, the Operating Partnership, the Company and Lloyd M. Bernstein entered into a Ninth Amendment to the Amended and Restated Limited Partnership Agreement and Series B-2 Omnibus Consent and Amendment to Related Agreements, pursuant to which Bernstein irrevocably waived his cash redemption rights with respect to the Series B-2 Preferred Units in favor of a right, beginning February 6, 2027, to tender his units for exchange into common stock on a one-for-one basis (as similarly adjusted for the reverse stock split), unless the Company elects to settle in cash or a combination of cash and stock. The Ninth Amendment also increased the Series B-2 Preferred Return from $0.33 to $0.39 per unit per year.
Based on these changes, the Company has determined that, subsequent to the applicable amendment effective date, the Series B-1 and Series B-2 Preferred Units will no longer be redeemable for cash at the holder’s option and will be reclassified from temporary equity to permanent equity. The Company entered into these amendments in connection with its strategy to retain continued listing on the NASDAQ exchange, for which the Company had previously been granted an extension through August 4, 2026.
Debt Conversion - Related Party
On July 24, 2026, the Operating Partnership, the Company and the Sobelman Trust, of which the Company’s Chief Executive Officer is trustee and the holder of the note evidencing a $610,000 executive loan made to the Company in May 2025, entered into a Debt Conversion Agreement pursuant to which $120,000 of the outstanding debt was converted into 162,163 shares of the Company’s common stock at a conversion price of $0.74 per share, the Nasdaq Official Closing Price of the common stock on July 23, 2026. The converted portion of the debt was deemed paid in full and extinguished upon conversion, reducing the outstanding principal balance under the note to $490,000.
Reverse Stock Split
On July 9, 2026, the Company completed a 1-for-10 reverse stock split of the Company’s common stock. The Reverse Stock Split took legal effect at 5:00 p.m. Eastern Time on July 9, 2026, and the Company’s common stock began trading on a split-adjusted basis at market open on July 10, 2026, under a new CUSIP number (37149D402); the Company’s trading symbol, GIPR, did not change.
At the effective time, every ten shares of the Company’s common stock issued and outstanding were automatically reclassified and combined into one issued and outstanding share, without any change in par value per share. No fractional shares were issued; any stockholder otherwise entitled to a fractional share instead received a full additional share to round up to the next whole share. Proportional adjustments were made to all outstanding warrants, restricted stock, restricted stock units, and the exchange ratios applicable to the Operating Partnership’s Series A Redeemable Preferred Units, Series B-1 Preferred Units and Series B-2 Preferred Units.
Nasdaq Stockholders’ Equity Compliance
As a result of the Eighth Amendment, Ninth Amendment and Debt Conversion Agreement described above, the Company believes that, as of the date the condensed consolidated financial statements were issued, it has stockholders’ equity in excess of $5 million. Nasdaq will continue to monitor the Company’s ongoing compliance with the applicable stockholders’ equity requirement and, if at the time of its next periodic report the Company does not evidence compliance, the Company may be subject to delisting.
On August 10, 2026, the Company received formal notification from Nasdaq confirming that the Company has regained compliance with the Equity Requirement. As stated in Nasdaq's notification, the Company will be subject to a mandatory panel monitor for a period of one year from August 10, 2026. If, within that one-year monitoring period, the Nasdaq Listing Qualifications staff (the "Staff") finds the Company is again out of compliance with the Equity Requirement, the Staff will issue a delist determination letter, and the Company will have an opportunity to request a new hearing with the initial Panel or a newly convened hearing panel if the initial Panel is unavailable. Notwithstanding Nasdaq Listing Rule 5810(c)(2), the Company will not be permitted to provide the Staff with a plan of compliance with respect to a deficiency under the Equity Requirement that arises during the one-year monitoring period, and the Staff will not be permitted to grant additional time for the Company to regain compliance with respect to such deficiency.
Nasdaq Minimum Bid Requirement Compliance
On August 6, 2026, we received written notice from Nasdaq staff that we are not eligible for a second 180-day compliance period to regain compliance with the $1.00 minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Requirement”) because we do not satisfy the $1,000,000 minimum market value of publicly held shares requirement under Listing Rule 5550(b)(1)(A). Staff stated that this additional deficiency is a further basis for delisting our securities and will be considered by the Panel together with the pending matter regarding the Equity Requirement described above. We were given until August 13, 2026 to submit our written views on this additional deficiency to the Panel. On August 13, 2026, we submitted our written views on this additional deficiency to the Panel.
Operating results for the three and six months ended MarchJune 31,30, 2026 compared to the three and six months ended MarchJune 31,30, 2025:
During the three and six months ended MarchJune 31,30, 2026, total revenue from operations waswere $2,184,204,$2,110,654 and $4,294,858, as compared to $2,381,595$2,432,270 and $4,813,865 for the three and six months ended MarchJune 31,30, 2025. Revenue decreased by $197,391$321,616 and $519,007 during the three and six months ended MarchJune 31,30, 2026, respectively, compared with the three and six months ended MarchJune 31,30, 2025, primarily driven by theproperty disposition of two properties during the second quarter of 2025 and three properties during the fourth quarter of 2025.dispositions.
During the three and six months ended MarchJune 31,30, 2026, we incurred total operating expenses of $3,420,896,$3,684,705 and $7,105,601, as compared to $3,857,376$4,805,285 and $8,662,661, for the three and six months ended MarchJune 31,30, 2025. Operating expenses decreased overall by $436,480$1,120,580 and $1,557,060, respectively, as follows:
General, administrative and organizational costs decreasedremained byrelatively $98,935flat, year-over year, with an increase of $106,887 and $7,952, for the three and six months ended MarchJune 31,30, 2026 compared to the same period in 2025, primarily due to reduced professional fees and legal costs compared to the prior year period.costs.
Building expenses decreased by $126,487$58,247 and $184,734 for the three and six months ended MarchJune 31,30, 2026 compared to the same periodperiods in 2025, primarily due to the deconsolidation of the 7-Eleven DC property and the reduction in the portfolio from prior year and current period property dispositions.
Depreciation and amortization decreased by $158,333$206,291 and $364,624 for the three and six months ended MarchJune 31,30, 2026 compared to the same periodperiods in 2025, primarily due to the deconsolidation of the 7-Eleven DC property and the reduction in the portfolio from prior year and current period property dispositions.
Interest expense, net decreased by $200,669$1,065,133 and $1,265,802 for the three and six months ended MarchJune 31,30, 2026 compared to the same periodperiods in 2025, primarily due to reduced outstanding mortgage and non-controlling interests balances resulting from prior year property dispositions.
Compensation costs increased by $147,944$102,204 and $250,148 for the three and six months ended MarchJune 31,30, 2026 compared to the same periodperiods in 2025, primarily due to restricted stock compensation recognized in the 1st quarter ofduring 2026.
During the three and six months ended MarchJune 31,30, 2026 and 2025, we generated a net losslosses of $1,266,147,$983,628 and $1,797,460,$2,249,775, and $3,466,521 and $5,263,981, respectively.
During the three and six months ended MarchJune 31,30, 2026 and 2025, net income attributable to non-controlling interest was $864,988,$97,271 and $934,399,$962,259, and $956,107 and $1,890,506, respectively.
During the three and six months ended MarchJune 31,30, 2026 and 2025, we generated a net losslosses attributable to our shareholders of $2,131,135$1,080,899 and $2,731,859,$3,212,034, and $4,422,628, and $7,154,487, respectively.
We require capital to fund our investment activities and operating expenses. Our capital sources may include net proceeds from offerings of our equity securities, cash flow from operations, proceeds from property dispositions, and borrowings under credit facilities. As of MarchJune 31,30, 2026, we had total cash (unrestricted and restricted) of $323,968,$2,064,161, properties with a gross cost basis of $93,074,787$79,068,624 and outstanding mortgage loans with a principal balance of $48,287,293.$47,754,313.
As a result of our recurring losses, our projected cash requirement to cover operating needs, and our current liquidity, management has concluded that substantial doubt exists with respect to the Company's ability to continue as a going concern within one year after the date these consolidated financial statements were issued. Management's plans to address this uncertainty include additional equity offerings, refinancing and extending terms for preferred equity and loans, optimizing portfolio assets, and potentially divesting where property performance has not met management objectives or where market conditions provide favorable opportunities.
Our President and CEO has personally guaranteed repayment of the $1.2 million loan secured by our Sherwin-Williams - Tampa, FL property and has provided a guaranty of the nonrecourse carveout liabilities and obligations for the GSA and PRA Holdings, Inc. - Norfolk, VA mortgage loans with an aggregate principal balance of approximately $11.1 million. During the three and six months ended MarchJune 31,30, 2026 and 2025, the Company incurred guaranty fee expense of $61,864$60,250 and $97,692,$122,115, respectively, payable to our President and CEO, of which $557,501$632,757 remained payable as of MarchJune 31,30, 2026.
On May 29, 2025, the Company's President and CEO provided a $610,000 loan to the Company to fund closing costs in connection with two property dispositions, bearing interest at 5.75% per annum. The loan was extended to December 31, 2025 and remained unpaid as of MarchJune 31,30, 2026. The Company is workingSubsequent to resolvequarter end, on July 24, 2026, $120,000 of the outstanding balance.debt was converted into 162,163 shares of the Company's common stock, reducing the outstanding principal balance to $490,000. See Note 10 and Note 12 for additional information.
On February 12, 2026, GIPVA 2510 Walmer Ave, LLC, one of our subsidiariessubsidiaries, entered into a $125,000 loan transaction for $125,000 fromwith QCCR Investments, LLC, an affiliate of Richard D. Russell, a directormember of the Company.Company's Allboard principal,of togetherdirectors, with accrued but unpaidbearing interest at 12% per annum and an origination fee of 3% of the principal amount, is due on November 12, 2026, or earlier upon the sale of the Company's real estate asset located at 2510 Walmer Ave in Norfolk, Virginia. The loan is secured by 100% of the Company's equity interest in the subsidiarysubsidiary. thatThe holdsloan was repaid in full, together with accrued interest, during the Walmerthree Avemonths property.ended June 30, 2026.
As of March 31, 2026, the Company has aggregate debt maturities of approximately $11,354,688 due within the next nine months, including the Brown Family Enterprises loans and mortgage loans secured by properties in Sanford, Florida and Cleveland, Tennessee maturing in May 2026. The Company is actively pursuing refinancing arrangements and other capital solutions to address these near-term obligations. There can be no assurance that the Company will be successful in refinancing these obligations on acceptable terms, or at all.
GIPR insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 1 Form 4 filing (1 insider, 1 trade date, 6,960 shares, about $4.0K) and open-market sales in 2 filings (1 insider, 3 trade dates, 28,360 shares, about $11.1K). Net open-market shares: -21,400 (purchases minus sales); net value about -$7.1K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-09-16 | Hrt Financial Lp |
Open-market purchase | 6,960 | $0.57 | $4.0K |
| 2026-09-15 | Hrt Financial Lp |
Open-market sale | 348 | $0.37 | $129 |
| 2026-09-14 | Hrt Financial Lp |
Open-market sale | 25,185 | $0.39 | $9.8K |
| 2026-09-11 | Hrt Financial Lp |
Open-market sale | 2,827 | $0.40 | $1.1K |
| 2026-07-24 | Sobelman David |
Conversion | 162,163 | — | — |
| 2025-03-31 | Adams Benjamin |
Grant/award | 31,250 | — | — |
| 2025-03-31 | Cheng Gena |
Grant/award | 31,250 | — | — |
| 2025-03-31 | Quilty Patrick |
Grant/award | 31,250 | — | — |
| 2025-03-31 | Eisenberg Stuart |
Grant/award | 31,250 | — | — |
Well-known investors holding GIPR (13F)
None of the 59 investors we track reported a position in their latest 13F.