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): ~~May~~July 2809, 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 13.0103 EntryMaterial intoModification ato MaterialRights Definitiveof AgreementSecurity Holders.

OnTo ~~May~~the ~~28,~~extent ~~2026,~~required ~~Generation~~by ~~Income~~Item ~~Properties, Inc~~3.03 ~~(the “Company”) announced the pricing~~ of aForm ~~“best efforts” public offering of (i) 23~~8-K,~~825,000~~ ~~shares~~the ofinformation ~~its~~contained ~~common~~in ~~stock,~~Item ~~par value $0~~5.0103 ~~per~~of ~~share~~this ~~(or~~Current ~~pre-funded~~Report ~~warrants~~on inForm ~~lieu thereof (the “Pre~~8-~~Funded~~K ~~Warrants”))~~is ~~and~~incorporated ~~(ii)~~herein ~~warrants~~by ~~to purchase up to 23,825,000 shares of common stock (the “Warrants”), at a combined public offering price of $0~~reference.~~21 per Share and accompanying Warrant (the “Offering”).~~

EachItem Pre-Funded Warrant has an exercise price of $05.000103 perAmendments share upon issuance for one share of common stock and will expire when exercised in full. Each Warrant has an exercise price of $0.21 per share (subject to adjustmentArticles as more fully described in the Warrant), is exercisable upon issuance for one share of commonIncorporation stock and will expire five years following the date of issuance. If at any time during the two-year period following the issuance of the Warrants the Company implements a share split, share dividend, reverse stock split or similarBylaws; event,Change the exercise price of the Warrants will be reduced to the lowest volume weighted average price during the five business days before and five business days after the event, subject to a floor exercise price of $0.0562 per share. For each such adjustment of the exercise price, the number of shares issuable upon exercise of a Warrant shall be increased such that the aggregate exercise price payable under the Warrant, after taking into account the decrease in theFiscal exercise price, shall be equal to the aggregate exercise price for all shares issuable pursuant to the Warrant on the date of the issuance of the WarrantYear.

InCompletion connection with the Offering, on May 28, 2026, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain purchasers party thereto. The Purchase Agreement contains customary representations, warranties and agreements of the Company and the purchasers and customary indemnification rights and obligations of the parties. Pursuant to the Purchase Agreement, the Company agreed not to issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of common stock or any securities convertible into or exercisable or exchangeable 1-for-10 ~~shares~~Reverse ofStock common stock or file any registration statement or prospectus, or any amendment or supplement thereto for 30 days after the closing date of the Offering, subject to certain exceptions. The Company also agreed not to effect or enter into an agreement to effect any issuance of common stock or any securities convertible into or exercisable or exchangeable for shares of common stock involving a Variable Rate Transaction (as defined in the Purchase Agreement) 30 days after the closing date of the Offering, subject to certain exceptions.Split

InOn ~~connection~~July ~~with the Offering~~9, ~~on May 28,~~ 2026, ~~the~~Generation ~~Company~~Income ~~entered~~Properties, ~~into~~Inc. ~~a placement agency agreement~~ (the “~~Placement Agency Agreement~~Company”) ~~with~~completed ~~Maxim~~its ~~Group~~previously ~~LLC,~~announced asreverse ~~placement~~stock ~~agent(the~~split ~~“Placement~~of ~~Agent”).~~shares Atof the ~~closing, the~~ Company’s ~~paid~~common stock (the ~~Placement~~“Common ~~Agent~~Stock”) at a ~~cash~~ratio ~~fee~~ of ~~7.0%~~one ofshare ~~the~~for ~~aggregate~~every ~~gross~~ten ~~proceeds~~shares ~~raised~~outstanding in (the ~~Offering~~“Reverse Stock Split”). The ~~Company~~Reverse ~~also~~Stock ~~agreed~~Split totook ~~reimburse~~legal ~~the~~effect ~~Placement~~at ~~Agent~~5:00 ~~for~~p.m. ~~all~~Eastern ~~out-of-pocket~~Time ~~costs~~on ~~and~~July ~~expenses~~9, ~~(including~~2026 (the ~~Placement~~“Effective ~~Agent’s~~Time”) ~~legal~~and ~~counsel’s~~automatically ~~legal~~converted ~~fees)~~every ~~incurred~~ten inshares ~~connection~~of ~~with~~Common ~~the~~Stock ~~Offering~~outstanding inat anthat ~~aggregate~~time ~~amount~~into upone toshare ~~$85,000.~~of Common Stock.

InThe ~~addition,~~Reverse ~~the~~Stock ~~Company’s~~Split ~~directors~~affected ~~and~~all ~~executive~~holders ~~officers~~of ~~have~~Common ~~entered~~Stock ~~into~~uniformly ~~a lock-up agreement whereby each director~~ and ~~officer~~did ~~has~~not ~~agreed,~~affect ~~subject~~any tocommon ~~certain~~stockholder’s ~~exceptions,~~percentage ~~not~~ownership tointerest ~~offer,~~in ~~issue,~~the ~~sell~~Company, ~~contract~~except tofor ~~sell,~~de ~~encumber,~~minimis ~~grant~~changes ~~any~~as ~~option~~a ~~for~~result ~~the sale~~ of orthe ~~otherwise~~issuance ~~dispose~~ of ~~any~~fractional shares, ofas ~~common~~described ~~stock~~under or“Charter ~~other~~Amendment” ~~securities~~below. ~~convertible~~Holders ~~into~~of orCommon ~~exercisable~~Stock orwere ~~exchangeable~~not ~~for~~required ~~common~~to ~~stock~~take ~~for~~any action as a ~~period~~result of ~~90 days following~~ the ~~closing~~Reverse ~~date~~Stock ofSplit. ~~the~~Their ~~Offering~~accounts ~~without~~were ~~the~~automatically ~~prior~~adjusted ~~written~~to ~~consent~~reflect of the ~~Placement~~number ~~Agent,~~of ~~subject~~shares ~~to certain exceptions~~owned.

~~The~~At ~~shares~~the ofmarket ~~common~~open ~~stock,~~on ~~the~~July ~~Pre-Funded~~10, ~~Warrants~~2026 ~~and~~ (the ~~Warrants~~first ~~described~~business ~~above~~day ~~and~~after the ~~underlying~~Effective ~~shares~~Time), ofthe ~~common~~Common ~~stock~~Stock ~~were~~will ~~offered~~begin ~~pursuant~~trading toon ~~the~~a ~~Registration~~split-adjusted ~~Statement~~basis on ~~Form~~The ~~S-11~~Nasdaq ~~(File~~Capital ~~No.~~Market ~~333-296210)~~under ~~which~~a ~~was~~new ~~declared~~CUSIP ~~effective~~number by(37149D402). ~~the~~The ~~Securities~~Company’s ~~and~~trading ~~Exchange~~symbol ~~Commission~~for onits ~~May~~Common ~~28,~~Stock ~~2026~~will remain unchanged.

~~The~~As ~~closing~~a ~~of the Offering occurred on June 1, 2026. The Company received~~ net ~~proceeds~~result of ~~approximately~~the ~~$4.4~~Reverse ~~million,~~Stock ~~after deducting offering expenses payable by the Company~~Split, ~~including~~ the ~~placement~~number ~~agent fees. The Company intends to use the net proceeds from the offering to redeem a portion~~ of ~~the~~shares ~~$13 million~~ of ~~preferred~~Common ~~equity~~Stock ~~held~~issued ~~in a subsidiary~~ and ~~for~~outstanding ~~working~~decreased ~~capital~~from ~~and other general corporate purposes. In addition~~10, ~~on June 1~~304,015 ~~2026,~~shares ~~the~~to ~~Company~~approximately ~~entered into a warrant agency agreement with its transfer agent~~1, ~~Continental Stock Transfer & Trust Company~~030,402 ~~who~~shares ~~will act~~ as ~~warrant~~of ~~agent for~~ the ~~Company,~~Effective ~~setting~~Time. ~~forth~~The ~~the~~total ~~terms~~number ~~and conditions~~ of ~~the~~authorized ~~Warrants~~shares ~~sold~~of inCommon ~~the~~Stock ~~offering~~will ~~(the~~remain ~~“Warrant Agency Agreement”)~~unchanged.

The ~~foregoing~~Reverse ~~summaries~~Stock ofSplit ~~the~~will ~~Purchase~~also ~~Agreement,~~result ~~the~~in ~~Placement~~proportional ~~Agency~~adjustments ~~Agreement,~~being ~~the~~made ~~Pre-Funded~~to ~~Warrants,~~all ~~the~~outstanding ~~Warrants~~warrants, ~~lock-up~~restricted ~~agreements~~stock, ~~and~~restricted ~~the~~stock ~~Warrant~~units, ~~Agency~~or ~~Agreement~~similar dosecurities ~~not~~entitling ~~purport~~their holders to bereceive ~~complete~~or ~~and~~purchase ~~are~~shares ~~subject~~of toCommon Stock. Specifically, ~~and~~the ~~qualified~~Company’s inpublicly ~~their~~traded ~~entirety~~warrants ~~by,~~are ~~the~~being ~~forms~~adjusted of such ~~documents,~~that ~~which~~each ~~are~~warrant ~~filed~~shall asbe ~~exhibits~~exercisable ~~4.1,~~for 40.2, 10~~.1,~~ ~~10.2,10.3~~shares of Common Stock and the exercise price of the warrants is adjusted on 10.4:1 basis to ~~this~~increase ~~Current~~the ~~Report~~exercise onprice ~~Form~~from ~~8-K,~~$10.00 ~~which~~per ~~are~~share ~~incorporated~~to by$100.00 ~~reference~~per share.

Charter Amendment

In connection with and to implement the Reverse Stock Split, on July 8, 2026, the Company filed Articles of Amendment to its charter with the State Department of Assessments and Taxation of Maryland that provided for a 1-for-10 Reverse Stock Split of the Common Stock, effective at 5:00 p.m. Eastern Time on July 9, 2026 (the “Amendment”). The Amendment became effective on July 9, 2026. No fractional shares of Common Stock will be issued in connection with the Reverse Stock Split. Any fraction of a share of Common Stock that would be created as a result of the Reverse Stock Split will be rounded up to the next whole share.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On July 8, 2026, the Company issued a press release announcing the completion of the Reverse Stock Split. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 7.01 and Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 8.01 Other Events.

The ~~Company~~information ~~issued~~provided ain ~~press~~Item ~~release announcing the pricing of the offering on May 29, 2026~~5.03 ~~A copy of the press release~~ is ~~furnished~~hereby ~~herewith~~incorporated asby ~~Exhibit 99~~reference.1.

The Company has a registration statement on Form S-8 (File No. 333-261098) on file with the Securities and Exchange Commission (the “SEC”). SEC regulations permit the Company to incorporate by reference future filings made with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the offerings covered by registration statements filed on Form S-3, Form S-1 or Form S-8. The information incorporated by reference is considered to be part of the prospectus included within such registration statement. Information in this Item 8.01 of this Current Report on Form 8-K is therefore intended to be automatically

incorporated by reference into such registration statement listed above, thereby amending it. Pursuant to Rule 416(b) under the Securities Act, the amount of undistributed shares of Common Stock deemed to be covered by the effective registration statement of the Company described above is proportionately reduced to give effect to the Reverse Stock Split.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
4.1		Form of Common Stock Purchase Warrant.
3.1		Articles of Amendment of Generation Income Properties, Inc., effective July 9, 2026.
4.2		Form of Pre-Funded Warrant.
99.1		Press Release dated July 8, 2026.
10.1		Placement Agency Agreement, dated May 28, 2026, between the Company and Maxim Group LLC.
104		Cover Page Interactive Data File (embedded with the Inline XBRL document)
10.2*		Securities Purchase Agreement, dated May 28, 2026, between the Company and the purchasers party thereto.
10.3		Form of Lock-up Agreement.
10.4		Warrant Agency Agreement, dated June 1, 2026, between the Company and Continental Stock Transfer & Trust Company.
99.1		Press Release dated May 29, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* The schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.

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:	~~June~~July 110, 2026	By:	/s/ Ron Cook
			Ron CookPrincipal Finance and Accounting Officer

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