INNOVATIVE INDUSTRIAL PROPERTIES INC
For the period ended Dec 31, 2025. Filed Feb 24, 2026.
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FY2025 · Filed Feb 24, 2026
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Item 8. Report of Independent Registered Public Accounting Firm
Report of Independent Registered Public Accounting Firm
Stockholders and Board of Directors
Park City, Utah
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Innovative Industrial Properties, Inc. (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and our report dated February 24, 2026 expressed an unqualified opinion thereon.
Going Concern Uncertainty
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has a significant outstanding debt obligation that matures within one year of the issuance date of the consolidated financial statements that raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to this matter are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Real Estate Acquisitions - Fair Value of Assets Acquired
As described in Note 6 to the consolidated financial statements, the Company completed one real estate property acquisition, which totaled approximately $7.9 million during the year ended December 31, 2025. As described in Note 2 to the consolidated financial statements, the assets acquired are initially measured based upon their relative fair values. The Company may engage third-party valuation specialists to assist in the estimation of the fair value of land by reviewing comparable sales within the same submarket and/or region, and the estimation of the fair value of buildings and improvements as if the property was vacant utilizing a direct capitalization approach and takes into consideration current replacement costs and other relevant market data.
We identified the estimation of the fair values used in the allocation of the land and buildings and improvements acquired for the 2025 property acquisition as a critical audit matter. The principal considerations for our determination included significant judgments used to evaluate certain assumptions used in the fair values of land and buildings and improvements acquired, including the comparable sales of land, and current replacement cost of the buildings and improvements for the real estate asset acquisition. Auditing these elements involved especially challenging auditor judgment due to the nature and extent of audit effort required to address these matters, including the extent of specialized skill or knowledge needed.
Utilizing personnel with specialized knowledge and skills in valuation to assist in the evaluation of the fair values used in the allocation of land and buildings and improvements acquired, including the comparable sales of land, and current replacement cost of the buildings and improvements taking into consideration the comparison of these assumptions to market data.
Life Science Investments– Identification of Financial Instruments
As described in Note 7 to the consolidated financial statements, the Company entered into a securities purchase agreement to purchase up to $170.0 million of Series G Cumulative Redeemable Preferred Stock (“IQHQ Preferred Stock”) of IQHQ, Inc. (“IQHQ”), together with corresponding warrants to purchase common equity units of IQHQ (“IQHQ Warrant”), and became a member of a lender syndicate, funding its $100.0 million commitment to IQHQ (“IQHQ Credit Facility”). In evaluating the securities purchase agreement, the Company identified the following financial instruments: IQHQ Preferred Stock, IQHQ Warrant, forward contract, and IQHQ Credit Facility to allocate the total consideration of their investment.
We identified the evaluation for the identification of financial instruments related to the securities purchase agreement as a critical audit matter. Auditing the Company’s evaluation of the identification of financial instruments within the agreement involved especially complex auditor judgment, including the extent of effort and expertise needed.
Utilizing firm personnel with expertise in the relevant technical accounting to assist in (i) evaluating relevant terms of the relevant agreement in relation to the appropriate accounting literature and (ii) assessing the appropriateness of conclusions reached by the Company.
Life Science Investments- Fair Value of Financial Instruments
As described in Notes 2 and 10 to the consolidated financial statements, life science investments consist of an investment in the IQHQ Preferred Stock, the IQHQ Warrant, forward contract and IQHQ Credit Facility, which are initially measured based upon their relative fair values and allocated among the total consideration. The Company engaged a third-party valuation specialist to assist in the estimation of the fair value of the financial instruments using various models.
We identified the estimation of the fair values used in the allocation of the financial instruments for the life science investments as a critical audit matter. Auditing certain assumptions used in the estimation of the fair values, such as discount rates and volatility, involved especially challenging auditor judgment due to the nature and extent of audit effort required to address these matters, including the extent of specialized skill or knowledge needed.
Utilizing personnel with specialized knowledge and skills in valuation to assist in assessing the reasonableness of certain assumptions, such as discount rates and volatility, using relevant market data.
/s/ BDO USA, P.C.
We have served as the Company’s auditor since 2016.
San Diego, California
February 24, 2026
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