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): ~~January~~February 285, 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

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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 3.01 . Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

OnAs ~~January~~previously 28reported, ~~2026~~on August 20, 2025, the Listing Qualifications department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notified Generation Income Properties, Inc. (the “Company”) ~~received~~that ait ~~letter~~was ~~from~~not in compliance with the minimum stockholders’ equity requirement for continued listing on The Nasdaq ~~Stock~~Capital Market. Nasdaq ~~LLC~~Listing Rule 5550(b)(1) (the “~~Nasdaq~~Equity Requirement”) ~~indicating~~requires ~~that~~companies ~~the~~listed ~~Company’s~~on ~~consolidated~~The ~~closing~~Nasdaq ~~bid~~Capital ~~price~~Market ~~has~~to ~~been~~maintain ~~below~~a minimum of $~~1.00~~2,500,000 ~~per~~in ~~share~~stockholders’ equity for 35continued ~~consecutive~~listing ~~business~~or ~~days~~meet asthe alternative compliance standards relating to the market value of ~~January~~listed ~~27,~~securities ~~2026,~~or ~~and~~net ~~that,~~income ~~therefore,~~from continuing operations. In the Company’s isQuarterly ~~not~~Report inon ~~compliance~~Form ~~with~~10-Q ~~Nasdaq~~for ~~Listing~~the ~~Rule~~quarter ~~5550(~~ended June 30, 2025, the Company reported a) stockholders’ equity deficit of (2$965,694), which is below the ~~minimum~~stockholders’ ~~bid~~equity ~~price~~ requirement for continued listing. onAdditionally, ~~The~~as of the date of this report, the Company does not meet either of the alternative continued listing standards under the Nasdaq ~~Capital~~Listing ~~Market~~Rules. ~~The~~Specifically, ~~notice~~it does not ~~result~~have a market value of listed securities of at least $35 million, nor has it reported net income of at least $500,000 from continuing operations in the ~~immediate~~most ~~delisting~~recently completed fiscal year or in two of the ~~Company’s~~last ~~common~~three ~~stock~~most ~~from~~recently ~~The~~completed ~~Nasdaq~~fiscal ~~Capital Market~~years.

~~Pursuant~~On toFebruary ~~Nasdaq~~5, ~~Listing~~2026, ~~Rule~~following ~~5810(c)(3)(A),~~the Staff’s review of the Company’s ~~has~~plan ~~automatically~~to ~~been~~regain ~~afforded~~compliance awith ~~180-calendar~~the ~~day~~Equity ~~grace~~Requirement ~~period~~submitted on October 6, or2025 ~~until~~and ~~July~~January 628, 2026, tothe ~~regain~~Company ~~compliance.~~received ~~The~~a ~~continued~~letter ~~listing~~(the ~~standard~~“Notice”) ~~will~~indicating bethat ~~met if~~ the ~~consolidated~~Staff ~~closing~~has ~~bid~~determined ~~price~~to ofdeny the Company’s ~~common~~request ~~stock~~for iscontinued atlisting ~~least~~on $1The Nasdaq Capital Market.00 ~~per~~Pursuant ~~share~~to ~~for~~the Notice, the Staff determined that the Company did not provide a ~~minimum~~definitive ofplan ~~ten~~evidencing ~~consecutive~~its ~~business~~ability ~~days~~to ~~during~~achieve near term compliance with the ~~180-calendar~~continued ~~day~~listing ~~grace~~requirements or sustain such compliance over an extended period of time.

IfAs ~~the~~a ~~Company is not in compliance by July 27~~result, ~~2026,~~unless the Company ~~may~~requests bean ~~afforded~~appeal aof ~~second~~the ~~180-calendar~~Staff’s ~~day~~determination ~~period~~by toFebruary ~~regain~~12, ~~compliance.~~2026, Totrading ~~qualify,~~of the Company’s ~~would~~common bestock ~~required~~and towarrants ~~meet~~will ~~the~~be ~~continued~~suspended ~~listing~~at ~~requirement~~the ~~for~~opening ~~market value~~ of ~~publicly~~business ~~held~~on ~~shares~~February ~~and~~17, ~~all other initial listing standards for The Nasdaq Capital Market~~2026, ~~except~~and ~~for~~a ~~the~~Form ~~minimum~~25-NSE ~~bid~~will ~~price~~be ~~requirement.~~filed Inwith ~~addition,~~ the ~~Company~~Securities ~~would~~and beExchange ~~required~~Commission ~~to notify Nasdaq of its intention to cure~~ (the ~~minimum~~“SEC”), ~~bid~~which ~~price~~will ~~deficiency~~remove ~~during~~ the ~~second~~Company’s ~~compliance~~securities ~~period~~from bylisting ~~effecting~~and aregistration ~~reverse~~on ~~stock split, if necessary~~Nasdaq.

IfThe ~~the~~ Company ~~does~~intends ~~not regain compliance within the allotted 180-day compliance period and is not eligible for a second 180-day compliance period, the Company’s common stock would be subject~~ to ~~delisting~~submit ~~unless it requested~~ a hearing ~~before~~request anto ~~independent~~the Nasdaq Hearings Panel. A(the ~~request~~“Panel”), ~~for~~which arequest ~~hearing~~is ~~would~~expected to stay any ~~suspension or~~ delisting action ~~pending~~by the Staff at least until the hearing process concludes and any ~~additional~~ extension ~~period~~ granted by the ~~Nasdaq Hearings~~ Panel expires.

~~The~~There ~~Company~~can ~~intends~~be tono ~~monitor~~assurance that the ~~closing~~Panel ~~bid~~will ~~price~~grant of the Company’s ~~common~~request ~~stock~~for ~~and~~continued ~~consider~~listing ~~its~~or ~~available~~that, ~~options~~if toit ~~resolve~~is, the ~~non-~~Company will be able to regain compliance with the ~~minimum~~applicable ~~bid~~Nasdaq ~~price~~listing ~~requirement~~requirements. ~~The~~If the Company’s ~~receipt~~common ofstock ~~the~~and ~~notice~~warrants ~~does~~are ~~not~~delisted, ~~affect~~it could be more difficult to buy or sell the Company’s ~~business,~~common ~~operations~~stock orand ~~reporting~~warrants ~~requirements~~or ~~with~~to ~~the~~obtain ~~Securities~~accurate quotations, and ~~Exchange~~the ~~Commission.~~price ~~However,~~of ~~there~~the ~~can~~Company’s becommon nostock ~~assurance~~and ~~that~~warrants ~~the~~could ~~Company~~suffer ~~will~~a bematerial ~~able~~decline. toDelisting ~~regain~~could ~~compliance~~also ~~with~~impair the ~~minimum~~Company’s ~~bid~~ability ~~price~~to ~~requirement~~raise orcapital ~~will~~and ~~otherwise~~trigger bedefaults inand ~~compliance~~penalties ~~with~~under ~~other~~outstanding ~~Nasdaq~~agreements ~~listing~~or ~~criteria~~securities of the Company.

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. ~~These~~that ~~statements~~ 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~~in ~~not~~this ~~guarantees~~report ofinclude, ~~future results and conditions~~ but ~~rather~~ are ~~subject~~not limited to, ~~various risks and uncertainties. Such~~ statements ~~are~~regarding ~~based on~~ the Company’s ~~current~~intent ~~expectations~~or ~~and~~ability ~~are subject~~ to aregain ~~number~~compliance ofwith ~~risks~~the ~~and~~Equity ~~uncertainties~~Requirement, ~~that~~the ~~could~~Company’s ~~cause~~intention ~~actual results~~ to ~~differ~~appeal ~~materially~~the ~~from~~Staff’s ~~those~~determination, ~~described in~~ the ~~forward-looking~~Company’s ~~statements.~~expectation ~~Investors are cautioned~~ that ~~there~~a ~~can~~request befor noa ~~assurance~~Panel ~~that~~hearing ~~actual~~would ~~results~~stay ordelisting ~~business~~of ~~conditions~~its ~~will~~common ~~not~~stock ~~differ~~and ~~materially~~warrants ~~from~~pending ~~those~~the ~~projected~~conclusion ~~or suggested in such forward-looking statements as a result~~ of ~~various~~the ~~risks~~hearing ~~and~~process, ~~uncertainties. Investors should refer to~~ the ~~risks~~timing ~~detailed~~of ~~from~~any ~~time~~hearing tobefore ~~time in~~ the ~~reports~~Panel, the ~~Company~~outcome ~~files~~of ~~with~~ the ~~SEC, including the Company~~Panel’s ~~Annual~~review ~~Report~~of onany ~~Form~~Company ~~10-K~~appeal ~~for~~of the ~~year~~Staff’s ~~ended December 31~~determination, ~~2024, as well as other filings on Form 10-Q~~ and ~~periodic~~any ~~filings~~courses onof ~~Form~~action ~~8-K, for additional factors that could cause actual results~~ to ~~differ~~regain ~~materially~~compliance ~~from~~with ~~those~~The ~~stated~~Nasdaq orCapital ~~implied~~Market’s bycontinued ~~such~~listing ~~forward-looking statements~~requirements. ~~The~~These ~~Company disclaims any intention or obligation to update or revise any~~ forward-looking statements, ~~whether~~are ~~as a result of new information, future events, or otherwise, unless required by law.~~

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based on current expectations and assumptions that are subject to known and unknown risks and uncertainties that could cause actual outcomes or results to differ materially from those anticipated or implied by the forward-looking statements. These risks and uncertainties include, without limitation, the possibility that the Company may not satisfy the Equity Requirement during any applicable compliance period or at any time in the future, may otherwise fail to maintain compliance with Nasdaq’s listing standards, that Nasdaq may not grant any relief from delisting, or that the Company may be unable to meet the conditions for any such relief, as well as the other factors described in the Company’s filings with the SEC. 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, 2024 filed with the SEC on March 28, 2025, as well as subsequent 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: January 30, 2026	By:	/s/ David Sobelman
Date: February 6, 2026	By:	/s/ David Sobelman
		David Sobelman
		Chief Executive Officer
		President and Chief Executive Officer

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