GIPRWHIGH SIGNALRISK10-K

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

The addition of specific delisting warning language indicates the company is in serious non-compliance with Nasdaq listing standards, which would severely impair stock liquidity and capital raising ability. The suspension of regular monthly cash distributions as of July 2024, combined with worsening operational performance, suggests deteriorating financial health that threatens the company's ability to meet exchange requirements and maintain investor confidence.

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

Operating losses widened dramatically by 36% from -$5.1M to -$7.0M, while net losses increased 24% from -$8.3M to -$10.3M, indicating significant operational deterioration. The company's financial distress is further evidenced by its suspension of regular monthly distributions to shareholders in July 2024, marking a clear shift from its historical distribution policy. This combination of deepening losses and halted shareholder distributions signals serious liquidity constraints and operational challenges that likely contribute to the Nasdaq compliance issues.

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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