As filed with the Securities and Exchange Commission on September 7, 2021
Registration No. 333-258043
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
IIP OPERATING PARTNERSHIP, LP
(Exact name of registrants as specified in their charters)
| | Delaware (State or other jurisdiction of
incorporation or organization) | | | 6798 (Primary Standard Industrial Classification Code Number) | | | 61-1800557 (I.R.S. Employer Identification Number) | |
For co-registrants, see “Table of Co-Registrants” on the following page.
1389 Center Drive, Suite 200
Park City, Utah 84098
(858) 997-3332
(Address, including zip code, and telephone number, including area code, of registrants’ principal executive offices)
Paul E. Smithers
President and Chief Executive Officer
Innovative Industrial Properties, Inc.
1389 Center Drive, Suite 200
Park City, UT 84098
(858) 997-3332
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Carolyn Long, Esq.
Curt Creely, Esq.
FOLEY & LARDNER LLP
3579 Valley Centre Drive,
Suite 300
San Diego, California 92130
Tel: (858) 847-6700
Fax: (858) 792-6773
Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this registration statement.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, 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(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. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or 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.
| | Registrant and Co-Registrants (other than Innovative Industrial Properties, Inc.): | | | Large-accelerated filer ☐
Non-accelerated filer ☒ | | | Accelerated filer ☐
Smaller reporting company ☐ | |
| | | | | | | | Emerging Growth Company ☐ | |
| | Innovative Industrial Properties, Inc.
(a Co-registrant): | | | Large-accelerated filer ☒
Non-accelerated filer ☐ | | | 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. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issue Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐
The registrant and co-registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant and co-registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.
