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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): April 10, 2026

 

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.

 

 

 


 

Item 1.01 Entry into a Material Definitive Agreement

The disclosure under Item 2.01 regarding the Purchase and Sale Agreement (as defined below) is incorporated herein by reference.

 

Item 2.01 Completion of Acquisition or Disposition of Assets

On May 22, 2026, GIPFL 10002 N Dale Mabry, LLC, an indirect wholly owned subsidiary of Generation Income Properties, Inc. (the “Company”), completed the sale of its Starbucks-occupied net lease retail property located at 10002 N. Dale Mabry Highway in Tampa, Florida (the “Property”), pursuant to a Purchase and Sale Agreement (the “Purchase and Sale Agreement”), entered into effective as of April 10, 2026, by and between GIPFL 10002 N Dale Mabry, LLC, as seller, and Andrew Livingstone, as purchaser, and subsequently assigned to 10002 N Dale Mabry, LLC, a Florida limited liability company, as permitted assignee. The Property was sold for a purchase price of $2,964,000, subject to customary prorations and adjustments, resulting in net proceeds to the Company of $1,959,170.

The foregoing description of the Purchase and Sale Agreement is qualified in its entirety by the full text of the Purchase and Sale Agreement attached to this Current Report on Form 8-K as Exhibit 10.1.

 

Item 9.01 Financial Statements and Exhibits

 

(b) Pro Forma Financial Information.

The following unaudited pro forma financial information for the Company is attached as Exhibit 99.1 and incorporated by reference herein (“Unaudited Pro Forma Consolidated Financial Statements”):

 

Unaudited Pro Forma Balance Sheet for the Company as of March 31, 2026
Unaudited Pro Forma Condensed Consolidated Statement of Operations for the three months ended March 31, 2026
Unaudited Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 2025

 

The pro forma financial information is based on the historical financial statements of the Company and gives effect to the sale of the Property as if the sale had occurred on January 1, 2025 for the purposes of the unaudited pro forma condensed consolidated statements of operations, and as of March 31, 2026 for the purposes of the unaudited pro forma condensed consolidated balance sheet.

 

 

(c) Exhibits

 

Exhibit No.

 

Description

 

 

 

10.1

 

Purchase and Sale Agreement, entered into effective April 10, 2026, by and between GIPFL 10002 N Dale Mabry, LLC and Andrew Livingstone.

99.1

 

Unaudited Pro Forma Consolidated Financial Statements.

104

 

 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

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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: May 22, 2026

 

By:

 

  /s/ Ron Cook

 

 

 

 

Ron Cook

 

 

 

 

VP Finance and Accounting

 

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