GIPRHIGH SIGNALRISK10-K

GIPR faces potential Nasdaq delisting due to failure to meet minimum stockholders' equity and bid price requirements, while operating losses deepened significantly.

The addition of explicit delisting risk language indicates the company is in active non-compliance with Nasdaq listing standards, which would severely impact liquidity and capital raising ability if delisting occurs. The suspension of regular cash distributions since July 2024, combined with worsening operating losses, suggests deteriorating financial health and cash flow pressures that threaten the company's ability to maintain its public listing status.

Comparing 2026-04-01 vs 2025-03-28View on EDGAR →
FINANCIAL ANALYSIS

Operating losses expanded dramatically from $5.1M to $7.0M, representing a 36% deterioration in core business performance. Net losses also worsened from $8.3M to $10.3M, indicating the company's financial distress is accelerating across all levels of profitability. The combination of deepening losses and the halt of cash distributions signals severe cash flow constraints that are forcing management to preserve liquidity at the expense of shareholder returns.

FINANCIAL STATEMENT CHANGES
Operating Income
P&L
-36.2%
-$5.1M→-$7.0M

Operating income deteriorated sharply — investigate whether driven by one-time charges or structural cost issues.

Net Income
P&L
-23.9%
-$8.3M→-$10.3M

Net income declined 23.9% — review whether driven by operations, interest costs, or non-recurring items.

LANGUAGE CHANGES
NEW — 2026-04-01
PRIOR — 2025-03-28
ADDED
The registrant had 5,448,178 share s of Common Stock, par value $0.01 per share, outstanding as of March 31, 2026.
We could be delisted from Nasdaq for our continued current failure to comply with Nasdaq's minimum stockholders' equity requirement or minimum bid requirement, or other applicable continued listing requirements and standards of Nasdaq, which would seriously harm the liquidity of our stock and our ability to raise capital.
6 Note Regarding Market and Industry Data In this Form 10-K, we present certain market and industry data and statistics.
Prior to July 3, 2024, we made regular cash distributions to our stockholders out of our cash available for distribution, typically on a monthly basis.
Generally, our policy will be to pay distributions from cash flow from operations when possible.
As of December 31, 2025, as the general partner of the Operating Partnership, we owned 99.6% of the outstanding common units in the Operating Partnership and outside investors owned 0.4%.
The following chart shows the structure of the Company as of December 31, 2025: 8 (1) On August 29, 2024, the Company acquired a 30,465 square foot retail property in Ames, Iowa for $5.5 million occupied by Best Buy.
(2) In February 2025, the Company completed the acquisition of the LMB portfolio, further expanding its footprint of tenant-critical real estate assets.
This transaction reflects the Company s continued focus on sourcing under-managed properties with embedded upside and structuring acquisitions in a capital-efficient manner.
The LMB acquisition enhances portfolio diversification while supporting long-term cash flow growth and asset management opportunities.
REMOVED
The registrant had 5,443,188 share s of Common Stock, par value $0.01 per share, outstanding as of March 19, 2025.
Historically, we have made regular cash distributions to our stockholders out of our cash available for distribution, typically on a monthly basis.
Generally, our policy will be to pay distributions from cash flow from operations.
As of December 31, 2024, as the general partner of the Operating Partnership, we owned 88.9% of the outstanding common units in the Operating Partnership and outside investors owned 11.1%.
The following chart shows the structure of the Company as of December 31, 2024: 6 (1) Until August 8, 2023 The Brown Family owned redeemable liability company interests in GIPNC 199 N Etheridge Road LLC.
The Company has since purchased the Brown Family's interest and as of the reporting date owns 100% of the entity.
(2) Until August 8, 2023 Richard Hornstrom and Stephen Brown owned redeemable limited liability company member interests in GIPFL 702 Tillman Place LLC.
Brown s interests, in full, and as of the reporting date, owns 100% of the entity.
(3) Until September 7, 2023 Richard Hornstrom owned a redeemable limited liability company interest in GIPIL 525 S Perryville Rd, LLC.
Hornstrom s interest and as of the reporting date owns 100% of the entity.
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