Registration No. 333-235707
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 4 TO
REGISTRATION STATEMENT ON FORM S-11
FOR REGISTRATION
UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES
GENERATION INCOME PROPERTIES, INC.
(Exact Name of Registrant as Specified in its Governing Instruments)
401 East Jackson Street, Suite 3300
Tampa, Florida 33602
813-448-1234
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant’s Principal Executive Offices)
David Sobelman
President and Chief Executive Officer
401 East Jackson Street, Suite 3300
Tampa, Florida 33602
813-448-1234
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
With copies to:
Curt Creely, Esq. John Wolfel, Esq. FOLEY & LARDNER LLP |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
If any of the Securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | Accelerated filer |
Non-accelerated filer | Smaller reporting company |
| 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 7(a)(2)(B) of the Securities Act.
ADDITION OF EXHIBIT
This Post-Effective Amendment No. 4 to the Registration Statement on Form S-11 (File No. 333-235707) was filed to include as an exhibit to such Form S-11 the consent of MaloneBailey LLP to the use of its report dated April 8, 2024 with respect to the consolidated financial statements of Generation Income Properties, Inc. and its subsidiaries (the “Company”) included in the Annual Report on Form 10-K of the Company for the year ended December 31, 2023 in such registration statement and the related prospectus. The report of MaloneBailey LLP was included in the Prospectus Supplement No. 14 dated April 10, 2024 filed pursuant to Rule 424(b)(3). The consent of MaloneBailey LLP is filed as Exhibit 23.1 herewith.
II-1
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 36. Exhibits
EXHIBIT INDEX
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1.1 | |
2.1^ | |
2.2 | |
2.3 | |
3.1 | |
3.1.1 | |
3.1.2 |
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3.2 | |
4.1 | |
4.2 | |
4.2.1 | |
4.2.2 | |
4.3 | |
4.4 |
II-2
4.5 | |
4.6 | |
4.7 | |
4.8 | |
5.1* | |
8.1 | |
10.1+ | |
10.2+ | |
10.3+ | |
10.4+ | |
10.5+ | |
10.6 | |
10.7 | |
10.8 | |
10.9 | |
10.10 |
II-3
10.11 | |
10.12 | |
10.13 | |
10.14 | |
10.15 | |
10.16 | |
10.16.1 | |
10.17 | |
10.17.1 | |
10.17.2 | |
10.18 | |
10.19 | |
10.20 | |
10.21+ | |
10.22 | |
10.23 |
II-4
| |
10.24 | |
10.25 | |
10.26 | |
10.27 | |
10.28 | |
10.29 | |
10.30 | |
10.31 | |
10.32 | |
10.33 | |
10.34 | |
10.35 | |
10.36 |
II-5
10.37 | |
10.38 | |
10.39 | |
10.40 | |
10.41 | |
10.42 | |
10.43 | |
10.44 | |
10.45 | |
10.46 | |
10.47 | |
10.48 | |
10.49 |
II-6
10.50 | |
10.51 | |
10.52 | |
10.53 | |
10.54 | |
10.57 | |
10.58+ | |
10.59 | |
10.60 | |
10.61 | |
10.60 | |
10.61 | |
10.62 | |
10.63 | |
10.64 | |
10.65 |
II-7
10.66 | |
10.67 | Amended and Restated Secured Promissory Note dated July 21, 2023 (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on July 26, 2023). |
10.68 | Amended and Restated Security Agreement dated July 21, 2023 (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed on July 26, 2023). |
10.69 | |
10.70 | |
10.71^ | |
10.72 | |
10.73^ | |
10.74^ | |
10.75 | Redemption Agreement with Brown Family Enterprises, LLC dated August 8, 2023 for GIPNC 201 Etheridge Road, LLC (incorporated by reference to Exhibit 10.7 of the Company’s Form 8-K filed on August 14, 2023) |
10.76 | |
10.77 | |
10.78 | |
10.79+ | Separation and Release Agreement, dated October 3, 2023 between Generation Income Properties, Inc. and Allison Davies (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on October 4, 2023). |
10.80* | |
21.1 | |
23.1** | Consent of MaloneBailey, LLP |
23.2* | Consent of Foley & Lardner LLP (included in Exhibits 5.1 and 8.1).* |
24.1 | Power of Attorney (included on signature page to registration statement) (incorporated by reference to the Company’s Amendment No.1 to Registration Statement on Form S-11 filed on February 14, 2020) |
II-8
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+ Indicates management contract or compensatory plan.
^ Certain exhibits and schedules to this exhibit have been omitted pursuant to Item 601(a)(5) and/or Item 601(b)(2) of Regulation S-K. The registrant hereby undertakes to furnish copies of any of the omitted schedules and exhibits upon request by the U.S. Securities and Exchange Commission.
* Previously filed as Exhibits to this Form S-11.
** Filed herewith.
II-9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-11 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on the 11th day of April, 2024.
Generation Income Properties, Inc.
By:/s/ David Sobelman
David Sobelman
President and Chief Executive Officer (Principal Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
NAME | CAPACITY | DATE |
/s/ David Sobelman David Sobelman
| President and Chief Executive Officer (Principal Executive Officer) and Chairman of the Board | April 11, 2024 |
/s/ Ron Cook Ron Cook | Vice President of Accounting and Finance (Principal Financial and Accounting Officer) | April 11, 2024 |
/s/ Gena Cheng Gena Cheng
| Director | April 11, 2024 |
* Benjamin Adams
| Director | April 11, 2024 |
* Patrick Quilty | Director
| April 11, 2024 |
* Betsy Peck | Director
| April 11, 2024 |
* Stuart Eisenberg
| Director
| April 11, 2024 |
*The undersigned, by signing his or her name hereto, does execute this Post-Effective Amendment No.4 to the Registration Statement on Form S-11 on behalf of the above-named directors of the registrant pursuant to the Power of Attorney executed by such directors on the signature pages to this registration statement previously filed on February 14, 2020.
By: | /s/ David Sobelman | |
Name: David Sobelman | ||
Title: Attorney-In-Fact |
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