Generation Income Properties Inc.

Item 1.01 Entry into a Material Definitive Agreement. On September 18, 2026, Generation Income Properties, Inc. (the “Company”) entered into an inducement offer letter agreement (the “Inducement Agreement”) with a holder of outstanding Common Stock Purchase Warrants (the “Existing Warrants”) exercisable for up to 4,074,359 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), which Existing Warrants were issued by the Company in a registered public offering on June 1, 2026, and were exercisable at an exercise price of $1.17 per share immediately prior to the Inducement Agreement. Pursuant to the Inducement Agreement, the Holder agreed to exercise the Existing Warrants for cash at an exercise price of $1.05 per share in consideration for the Company’s agreement to issue new unregistered five-year Common Stock Purchase Warrants (the “New Warrants”) to purchase up to 8,48,718 shares of Common Stock (equal to 200% of the number of shares issuable upon exercise of the Existing Warrants) at an exercise price of $1.05 per share (the “Inducement Transaction”). The New Warrants will be issued on substantially the same terms as the Existing Warrants, except that the New Warrants will be exercisable at any time on or after the Company’s stockholders approve the issuance of the New Warrants and the shares of Common Stock upon the exercise thereof (the “Stockholder Approval Date”) and have an expiration date of five years from the Stockholder Approval Date. The exercise price of the New Warrants will be subject to appropriate adjustment in the event of recapitalization events, stock dividends, stock splits, stock combinations, reclassifications, reorganizations or similar events affecting the Common Stock. The New Warrants will be issued in reliance upon an exemption from registration pursuant to Section 4(a)(2) under the Securities Act of 1933, as amended (the “Securities Act”). The Company has agreed to, as soon as reasonably practicable, but in any event no later than 30 days after the Stockholder Approval Date, file a registration statement covering the resale of the shares of the Company’s Common Stock issued or issuable upon the exercise of the New Warrants. The Company shall use commercially reasonable efforts to cause such registration statement to become effective. The shares of Common Stock issuable under the Existing Warrants were previously registered on Form S-11. Subject to limited exceptions, a holder of New Warrants will not have the right to exercise any portion of its New Warrants if the holder (together with such holder’s affiliates, and any persons acting as a group together with such holder or any of such holder’s affiliates) would beneficially own a number of shares of Common Stock in excess of 4.99% (or, upon election by a holder prior to the issuance of any New Warrants, 9.99%) of the shares of Common Stock then outstanding. At the holder’s option, upon notice to the Company, the holder may increase or decrease this beneficial ownership limitation not to exceed 9.99% of the shares of Common Stock then outstanding, with any such increase becoming effective upon 61 days’ prior notice to the Company. Maxim Group LLC acted as the Company’s exclusive financial advisor in connection with the Inducement Transaction and the Company has agreed to pay them a cash fee equal of $299,465. The Inducement Transaction closed on September 21, 2026. The foregoing summaries of the Inducement Agreement and New Warrants do not purport to be complete and are subject to, and qualified in their entirety by, the documents attached as Exhibits 4.1 and 10.1, respectively, to this Current Report on Form 8-K, which are incorporated herein by reference.