Generation Income Properties Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits

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

GENERATION INCOME PROPERTIES, INC.

(Exact name of Registrant as Specified in Its Charter)

(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:

Securities registered pursuant to Section 12(b) of the Act:

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 information contained under Item 2.03 below is hereby incorporated by reference into this Item 1.01.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On February 12, 2026, GIPVA 2510 Walmer Ave., LLC (the “Borrower”), an indirect subsidiary of Generation Income Properties, Inc. (the “Company”), entered into a loan transaction for a $125,000 loan that is evidenced by a Promissory Note, dated February 12, 2026 (the "Promissory Note"), payable to QCCR Investments, LLC ("Lender"). Lender is an affiliate of Richard D. Russell, a director of the Company. The proceeds of the loan are being used to fund costs associated with the Company’s appeal of the decision by the staff of The Nasdaq Stock Market LLC to deny the Company’s request for continued listing on the The Nasdaq Capital Market, as described in the Company’s Current Report on Form 8-K filed on February 6, 2026. All principal under the Promissory Note, together with accrued but unpaid interest at an interest rate of 12% per annum and an origination fee of 3% of the principal amount, will be due on the date that is 9 months from the date of the Promissory Note or, if earlier, the date of the sale of the real estate held by Borrower, which consists of the Company’s real estate asset located at 2510 Walmer Ave. The Promissory Note may be repaid without penalty at any time. The Promissory Note is guaranteed by the Company’s operating partnership, Generation Income Properties, LP (the “Guarantor”), and is secured by 100% of Guarantor’s equity interest in the Borrower.

The foregoing summary of the terms and conditions of the Promissory Note does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which is attached as exhibits hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

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 that 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 not guarantees of future results and conditions but rather are subject to various risks and uncertainties. Such statements are based on management’s current expectations and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Investors are cautioned that there can be no assurance actual results or business conditions will not differ materially from those projected or suggested in such forward-looking statements as a result of various factors. 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 other 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.

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.