GIPR Generation Income Properties Inc

 

A

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 21, 2023

 

GENERATION INCOME PROPERTIES, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

Maryland		001-40771		47-4427295
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)
		401 East Jackson Street, Suite 3300 Tampa, Florida		33602
		(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (813)-448-1234

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		GIPR		The Nasdaq Stock Market LLC
Warrants to purchase Common Stock		GIPRW		The Nasdaq Stock Market LLC

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

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Item 1.01 Entry into a Material Definitive Agreement

On July 21, 2023, Generation Income Properties, Inc. (the “Company”), through its operating partnership Generation Income Properties L.P. (the “Operating Partnership”), amended and restated its previously disclosed Secured Promissory Note, dated October 14, 2022 (the "Note"), payable to Brown Family Enterprises, LLC ("Lender"), and the related Security Agreement with the Lender, dated October 14, 2022 (the “Security Agreement”), to reflect an increase in the Note and the loan evidenced thereby (the “Loan”) from $1.5 million to $5.5 million and extend the maturity date thereof from October 14, 2024 to October 14, 2026. Except for the increase in the amount of the Loan and Note and the extension of the maturity date thereof, no changes were made to the original Note and Security Agreement.

The foregoing summary of the terms and conditions of the Amended and Restated Promissory Note and the Amended and Restated Security Agreement with Lender does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, which are attached as exhibits hereto and incorporated herein by reference.

 

Item 2.03 Creation of a Direct Financial Obligations or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information contained under Item 1.01 above is hereby incorporated by reference into this Item 2.03.

 

 

Item 9.01 Financial Statements and Exhibits

 

	(d)	Exhibits.

 

Exhibit No.		Description
10.1		Amended and Restated Secured Promissory Note dated July 21, 2023
10.2		Amended and Restated Security Agreement dated July 21, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

Forward-Looking Statements

 

This Current Report on Form 8-K may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainty. Words such as “anticipate,” “estimate,” “expect,” “intend,” “plan,” and “project” and other similar words and expressions are intended to signify forward-looking statements. Forward-looking statements are not guarantees of future results and conditions but rather are subject to various risks and uncertainties. Such statements are based on management’s current expectations and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Investors are cautioned that there can be no assurance actual results or business conditions will not differ materially from those projected or suggested in such forward-looking statements as a result of various factors. Please refer to the risks detailed from time to time in the reports we file with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC, as well as other filings on Form 10-Q and periodic filings on Form 8-K, for additional factors that could cause actual results to differ materially from those stated or implied by such forward-looking statements. We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, unless required by law.

 

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

		GENERATION INCOME PROPERTIES, INC.
Date: July 26, 2023		By:		/s/ Allison Davies
				Allison Davies
				Chief Financial Officer

 

 

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THE SECURED PROMISSORY NOTE REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURED PROMISSORY NOTE, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR THE MAKER RECEIVES AN OPINON OF COUNSEL FROM THE HOLDER OF THIS SECURED PROMISSORY NOTE REASONABLY SATISFACTORY TO THE MAKER STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT.

$5,500,000.00 July 21, 2023

 

FOR VALUE RECEIVED, and subject to the terms and conditions set forth herein, Generation Income Properties, L.P., a Delaware limited partnership (the “Maker”), hereby unconditionally promises to pay to the order of Brown Family Enterprises LLC or its assigns (the “Noteholder,” and together with the Maker, the “Parties”), the principal amount of Five Million Five Hundred Thousand U.S. Dollars ($5,500,000) (the “Loan”), together with all accrued interest thereon, as provided in this Amended and Restated Secured Promissory Note (the “Note,” as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms).

 

This Note amends and restates in its entirety that certain Secured Promissory Note, dated October 14, 2022, in the original principal amount of $1,500,000 made by Maker in favor of Noteholder (the “Original Note”) in order to (i) reflect and memorialize an increase in the amount of the Loan from $1,500,000 (the “Old Loan Amount”) to $5,500,000 (the “New Loan Amount”), and (ii) change the Maturity Date. For purposes of Section 4 below, (i) from and after the date of the Original Note and through and including the date of this Note, interest accrued only upon the Old Loan Amount, and (ii) from and after the date of this Note, interest shall accrue on the New Loan Amount. The accrued but unpaid interest on this Note as of the date hereof is $0. This Note is executed and delivered in substitution for, and in replacement of, the Original Note; provided, however, that this Note is a continuation of existing indebtedness of the Maker to Noteholder and shall in no way be construed to constitute a novation or satisfaction of the indebtedness evidenced by the Original Note.

 

“Applicable Rate” means the rate equal to nine percent (9%).

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“Business Day” means a day other than a Saturday, Sunday, or other day on which commercial banks in the State of Florida are authorized or required by law to close.

“Default” means any of the events specified in Section 6 which constitute an Event of Default or which, upon the giving of notice, the lapse of time, or both, pursuant to Section 6 would, unless cured or waived, become an Event of Default.

“Event of Default” has the meaning set forth in Section 6.

“Governmental Authority” means the government of any nation or any political subdivision thereof, whether at the national, state, territorial, provincial, municipal, or any other level, and any agency, authority, instrumentality, regulatory body, court, central bank, or other entity exercising executive, legislative, judicial, taxing, regulatory, or administrative powers or functions of, or pertaining to, government.

“Interest Payment Date” means the last day of each month. “Loan” has the meaning set forth in the introductory paragraph.

“Maker” has the meaning set forth in the introductory paragraph.

“Maturity Date” means the earlier of (a) October 14, 2026 and (b) the date on which all amounts under this Note shall become due and payable pursuant to Section 7.

“Note” has the meaning set forth in the introductory paragraph.

“Noteholder” has the meaning set forth in the introductory paragraph.

“Parties” has the meaning set forth in the introductory paragraph.

“Person” means any individual, corporation, limited liability company, trust, joint venture, association, company, limited or general partnership, unincorporated organization, Governmental Authority, or other entity.

“Security Agreement” means the Security Agreement, amended and restated as of the date hereof, by and between the Maker and Noteholder, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.

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Generation Income Properties, L.P.

401 East Jackson Street, Suite 3300

Tampa, FL 33602

Attn: David Sobelman

Email: ds@gipreit.com

(b) If to Noteholder:

Brown Family Enterprises LLC

2909 West Bay to Bay Blvd, Suite 500

Tampa, FL 33629

Email: cbrown@harmony.solutions

Notices if (i) mailed by certified or registered mail or sent by hand or overnight courier service shall be deemed to have been given when received; and (ii) sent by email during the recipient's normal business hours shall be deemed to have been given when sent (and if sent after normal business hours shall be deemed to have been given at the opening of the recipient's business on the next Business Day).

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[SIGNATURE PAGE FOLLOWS]

 

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WITNESS WHEREOF, the Maker has executed this Note as of the first date set forth above.

GENERATION INCOME PROPERTIES, L.P.

By: Generation Income Properties, Inc., a Maryland corporation, its General Partner

 

By: /s/ David Sobelman

David Sobelman, President

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AMENDED AND RESTATED SECURITY AGREEMENT

THIS AMENDED AND RESTATED SECURITY AGREEMENT, dated as of July 21, 2023 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), is made by and among Generation Income Properties, L.P., a Delaware limited partnership (the “Grantor”), in favor of Brown Family Enterprises, a Florida limited liability company (the “Secured Party”).

WHEREAS, the Secured Party previously made a loan to the Grantor in the aggregate principal amount of $1,500,000.00, as evidenced by that certain Secured Promissory Note dated October 14, 2022 issued by the Grantor in favor of the Secured Party (the “Original Note”);

WHEREAS, the Original Note was secured by certain collateral as set forth in that certain Security Agreement dated October 14, 2022 by and between Grantor and Secured Party (the “Original Security Agreement”);

WHEREAS, the Secured Party is loaning to Grantor an additional amount of $4,000,000.00 (the “Additional Loan Amount”);

WHEREAS, on the date hereof, the Grantor has entered into an Amended and Restated Secured Promissory Note in the aggregate principal amount of $5,500,000.00 (as amended, supplemented or otherwise modified from time to time, the “Note”) in favor of the Secured Party evidencing Secured Party’s loan to the Grantor under the Original Note as well as Secured Party’s loan to the Grantor of the Additional Loan Amount; and

WHEREAS, under the terms of this Agreement, the Grantor desires to amend and restate the Original Security Agreement to extend the security interest in the Collateral, as defined herein, to the Additional Loan Amount.

NOW THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

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[SIGNATURE PAGE FOLLOWS]

 

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IN WITNESS WHEREOF, the undersigned Grantor and Secured Party have executed this Amended and Restated Security Agreement as of the date first above written.

GRANTOR:

GENERATION INCOME PROPERTIES, L.P.

By: Generation Income Properties, Inc., a

Maryland corporation, its General Partner

 

 

 

By:_/s/ David Sobelman _

David Sobelman, President

 

 

SECURED PARTY:

 

BROWN FAMILY ENTERPRISES LLC

 

 

By:_/s/ Christian Brown

Name:_Christian Brown

Title: Manager

[Signature Page to Amended and Restated Security Agreement]

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v3.23.2

Document and Entity Information	Jul. 21, 2023
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 21, 2023
Entity Registrant Name	GENERATION INCOME PROPERTIES, INC.
Entity Central Index Key	0001651721
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity File Number	001-40771
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	47-4427295
Entity Address, Address Line One	401 East Jackson Street
Entity Address, Address Line Two	Suite 3300
Entity Address, City or Town	Tampa
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33602
City Area Code	(813)
Local Phone Number	448-1234
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	GIPR
Security Exchange Name	NASDAQ
Warrants
Document Information [Line Items]
Title of 12(b) Security	Warrants to purchase Common Stock
Trading Symbol	GIPRW
Security Exchange Name	NASDAQ

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