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Industrial Properties, Inc.","extra_info":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/parties/14986555/","id":14986555,"attorneys":[{"attorney":"https://www.courtlistener.com/api/rest/v4/attorneys/10064003/","attorney_id":10064003,"date_action":null,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/69564418/","docket_id":69564418,"role":1},{"attorney":"https://www.courtlistener.com/api/rest/v4/attorneys/10064003/","attorney_id":10064003,"date_action":null,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/69564418/","docket_id":69564418,"role":2}],"party_types":[{"docket":"https://www.courtlistener.com/api/rest/v4/dockets/69564418/","docket_id":69564418,"name":"Plaintiff","date_terminated":null,"extra_info":"Individually and on Behalf of All Others Similarly Situated","highest_offense_level_opening":"","highest_offense_level_terminated":"","criminal_counts":[],"criminal_complaints":[]}],"date_created":"2025-01-21T19:54:31.745446-08:00","date_modified":"2025-01-21T19:54:31.745456-08:00","name":"Alain Giraudon","extra_info":""}],"entries":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/465587891/","id":465587891,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/69564418/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/480795508/","id":480795508,"tags":[],"absolute_url":"/docket/69564418/72/giraudon-v-innovative-industrial-properties-inc/","date_created":"2026-05-28T23:40:28.794135-07:00","date_modified":"2026-07-03T17:17:14.580511-07:00","sha1":"f94a5ae34f16bafea23068f91f2e28a8c1eaa1ab","page_count":44,"file_size":321344,"filepath_local":"recap/gov.uscourts.mdd.574670/gov.uscourts.mdd.574670.72.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.mdd.574670/gov.uscourts.mdd.574670.72.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"      Case 1:25-cv-00182-GLR           Document 72    Filed 05/27/26    Page 1 of 44\n\n\n\n                         IN THE UNITED STATES DISTRICT COURT\n                            FOR THE DISTRICT OF MARYLAND\n\n ALAIN GIRAUDON, individually and              *\n on behalf of all others similarly situated,\n                                               *\n           Plaintiffs,\n                                               *     Civil Action No. GLR-25-182\n v.\n                                               *\n INNOVATIVE INDUSTRIAL\n PROPERTIES, INC., et al.,                     *\n\n           Defendants.                  *\n                                       ***\n                                MEMORANDUM OPINION\n\n       THIS MATTER is before the Court on Defendants Innovative Industrial Properties,\n\nInc. (\u201cIIPR\u201d), Alan Gold, Paul Smithers, David Smith, Benjamin C. Regin, and Catherine\n\nHastings\u2019 (collectively, \u201cDefendants\u201d) Motion to Dismiss (ECF No. 60). The Motion is\n\nripe for disposition, and no hearing is necessary. See Local Rule 105.6 (D.Md. 2025). For\n\nthe reasons set forth below, the Court will grant the Motion.\n\n                                  I.    BACKGROUND\n\n       This litigation arises from alleged violations of the Securities Exchange Act of 1934\n\n(\u201cSEA\u201d). (Am. Compl. \u00b6 1, ECF No. 50). Lead Plaintiff City of Birmingham Retirement\n\nand Relief System (\u201cBirmingham\u201d) brings this action individually and on behalf of all\n\nothers who acquired IIPR securities between February 26, 2024, and March 28, 2025, (the\n\n\u201cClass Period\u201d). (Id. at 4).1\n\n\n\n       1\n        Unless otherwise noted, citations to page numbers refer to the pagination assigned\nby the Court\u2019s Case Management/Electronic Files (\u201cCM/ECF\u201d) system.\n\f      Case 1:25-cv-00182-GLR        Document 72      Filed 05/27/26     Page 2 of 44\n\n\n\nA.     Factual Background2\n\n       IIPR is a publicly traded real estate investment trust that invests in and rents\n\nproperties to state-licensed cannabis companies, primarily. (Id. \u00b6\u00b6 13, 21). Via sale-\n\nleaseback transactions, IIPR purchases properties from these companies, then leases those\n\nproperties back to the companies. (Id. \u00b6 56). The tenant-companies pay rent monthly, and\n\na portion of the rent proceeds\u2014IIPR\u2019s primary source of income\u2014goes to IIPR\u2019s investors\n\nas dividends and stock buybacks. (Id. \u00b6\u00b6 2, 22).\n\n       IIPR\u2019s focus on the cannabis industry involves some risk. Most significantly, the\n\nsale of recreational cannabis remains illegal under federal law, exposing IIPR\u2019s tenants to\n\nunfavorable tax treatment and lower profitability. (Id. \u00b6\u00b6 57\u201358). IIPR also has\n\nacknowledged some recent industry drawbacks: declining cannabis prices; increased labor\n\nand production costs; labor shortages; and \u201cglobal supply chain issues.\u201d (Id. \u00b6 59). Despite\n\nthese risks, Defendant Gold\u2014IIPR\u2019s co-founder and Executive Chairman, (id. \u00b6 14)\u2014\n\nstated that the sale-leaseback model has produced \u201cabove average returns\u201d for IIPR, (id.\n\n\u00b6 57). Indeed, the federal illegality of selling recreational cannabis precludes cannabis\n\ncompanies from obtaining traditional bank loans, which enables IIPR, operating as a sort\n\nof non-traditional bank for the cannabis companies, to charge higher rents than the\n\ncompanies may have paid in interest on traditional bank loans. (Id.).\n\n\n\n\n       2\n       Unless otherwise noted, the Court takes the following facts from the Consolidated\nClass Action Complaint (ECF No. 50) and accepts them as true. See Erickson v. Pardus,\n551 U.S. 89, 94 (2007).\n\n                                             2\n\f      Case 1:25-cv-00182-GLR         Document 72       Filed 05/27/26    Page 3 of 44\n\n\n\n       IIPR\u2019s investors, including Birmingham, were aware of the risks involved in IIPR\u2019s\n\nbusiness model. (Id. \u00b6 60). As such, they valued the risk mitigation efforts that IIPR said it\n\nimplemented: \u201crobust due diligence practices\u201d; monitoring tenants\u2019 finances; visits to\n\ntenants\u2019 operation sites; and meetings with tenants. (Id.). According to Birmingham, even\n\nas some tenants experienced losses and increased expenses during the Class Period, IIPR\n\nmade new investments in its tenants and assured its investors that it continued to monitor\n\nits tenants\u2019 finances regularly. (Id. \u00b6\u00b6 60\u201361). Birmingham now alleges that these\n\nassurances were materially false or misleading. (Id. \u00b6\u00b6 64\u201365).\n\n       1.     The Defaulting Tenants\n\n       Birmingham asserts that four of IIPR\u2019s largest tenants\u2014PharmaCann, Inc.\n\n(\u201cPharmaCann\u201d), 4Front Ventures Corp. (\u201c4Front\u201d), Gold Flora, LLC, and Tilt Holdings,\n\nInc. (\u201cTilt\u201d) (collectively, the \u201cDefaulting Tenants\u201d)\u2014were struggling during the Class\n\nPeriod and that IIPR misled investors into believing Defendants were monitoring the\n\nsituation closely and that business remained good. (Id. \u00b6\u00b6 3\u20134, 27). Specifically, before and\n\nduring the Class Period, the Defaulting Tenants were failing to pay taxes and invoices,\n\nwarning investors that the companies may not be able to continue as going concerns,\n\nexperiencing \u201cmounting expenses\u201d and \u201climited cash flow,\u201d and struggling to raise capital.\n\n(See id. \u00b6\u00b6 67\u201374). Eventually, in March 2025, all four companies defaulted on their\n\nobligations to IIPR, and the price of IIPR\u2019s common stock plummeted as a result. (Id.\n\n\u00b6\u00b6 82\u201383).\n\n\n\n\n                                              3\n\f      Case 1:25-cv-00182-GLR          Document 72       Filed 05/27/26   Page 4 of 44\n\n\n\n              a.      PharmaCann, Inc.\n\n       PharmaCann, a vertically integrated cannabis company, was IIPR\u2019s \u201clargest and\n\nlongest-standing tenant.\u201d (Id. \u00b6 29). It had eleven leases with IIPR that constituted 17% of\n\nIIPR\u2019s total contractual rent as of December 31, 2024. (Id. \u00b6 30). Birmingham points to one\n\nof those leases as having a financial disclosure agreement that required PharmaCann to\n\nprovide IIPR audited annual financial statements, unaudited quarterly financial statements,\n\nand copies of \u201cbudgets, forecasts and investor materials\u201d\u2014information that would not have\n\nbeen available to the public. (Id. \u00b6 32). In February 2024, IIPR added a \u201ccross-default\n\nprovision\u201d to PharmaCann\u2019s leases such that a default under any one of PharmaCann\u2019s\n\nleases would trigger a default under all its leases. (Id. \u00b6 33).\n\n       Before and during the Class Period, PharmaCann was unable to pay its taxes in\n\nmultiple states, which led to tax liens against it totaling approximately $500,000 by March\n\n2025. (Id. \u00b6 67). PharmaCann also failed to pay many vendors and third parties, prompting\n\none vendor to file a lawsuit in December 2024 for over $1,000,000 in unpaid invoices. (Id.\n\n\u00b6 68(a)). PharmaCann defaulted on six of its leases in December 2024, which triggered\n\ndefaults under all eleven leases. (Id. \u00b6 82). IIPR and PharmaCann reached an agreement to\n\nresolve the defaults in January 2025. (Id.). PharmaCann defaulted again under nine of its\n\nleases in March 2025, and IIPR announced its plan to evict PharmaCann. (Id.).\n\n              b.      4Front Ventures Corp.\n\n       4Front \u201cowns, operates, and manages cannabis cultivation and manufacturing\n\nfacilities\u201d in a few states. (Id. \u00b6 34). It had four leases with IIPR that constituted 5.7% of\n\nIIPR\u2019s total contractual rents as of December 31, 2024. (Id. \u00b6 35). Birmingham points to\n\n                                               4\n\f      Case 1:25-cv-00182-GLR         Document 72       Filed 05/27/26    Page 5 of 44\n\n\n\none of 4Front\u2019s leases as having a financial disclosure provision that required 4Front and\n\nthe tenant-subsidiary of 4Front to provide IIPR audited quarterly financial documents and\n\nconsolidated annual financial statements\u2014non-public information. (Id. \u00b6 36).\n\n       4Front failed to pay all its tax obligations for the 2022 to 2023 period. (Id. \u00b6 67).\n\nConsequently, in April 2024, Illinois and California filed tax liens against 4Front for\n\n$1,561,245 and $19,648 in back taxes, respectively, and in January 2025, the U.S.\n\ngovernment filed a tax lien against 4Front for $15,000,000. (Id.). 4Front also failed to pay\n\nthird parties, leading to at least three lawsuits in 2024\u2014one for $68,000 in unpaid invoices,\n\nanother for $25,000 in unpaid marketing fees, and a third for over $100,000 in unpaid\n\ninvoices. (Id. \u00b6 68(b)). 4Front experienced net losses and had negative working capital in\n\n2022, 2023, and 2024 (during the Class Period) and warned its investors that auditors\n\ndoubted whether 4Front could continue as a going concern. (Id. \u00b6\u00b6 69\u201370). 4Front\n\nstruggled to cover its expenses and attempted to obtain a $10,000,000 loan from a specialty\n\nfinance firm in 2023 but received only $4,400,000 \u201cdue to its inability to satisfy certain\n\ncovenants.\u201d (Id. \u00b6 73(b)). Ultimately, 4Front defaulted on its rent obligations in March\n\n2025, and IIPR announced its intent to evict 4Front. (Id. \u00b6 83).\n\n              c.     Gold Flora, LLC\n\n       Gold Flora, like PharmaCann, is a vertically integrated cannabis company. (Id.\n\n\u00b6 38). It had three leases with IIPR that constituted 2.9% of IIPR\u2019s total contractual rent as\n\nof December 31, 2024. (Id. \u00b6 39). Like PharmaCann and 4Front, Gold Flora struggled to\n\npay its vendors, resulting in lawsuits. (Id. \u00b6 68(c)). In September 2024, a California court\n\nentered a $6,000,000 judgment against Gold Flora for failure to pay the consideration in\n\n                                              5\n\f      Case 1:25-cv-00182-GLR         Document 72        Filed 05/27/26   Page 6 of 44\n\n\n\nan asset purchase agreement, and in October 2024, a supplier sued Gold Flora for more\n\nthan $250,000 in unpaid invoices. (Id.). Gold Flora also suffered from net losses and had\n\nnegative working capital in 2022, 2023, and 2024 (during the Class Period), and it warned\n\ninvestors of auditors\u2019 doubts that Gold Flora could continue as a going concern. (Id. \u00b6\u00b6 69\u2013\n\n70). Gold Flora struggled to raise funding to pay off its debts and, faced with limited\n\noptions, secured a private loan of $6,900,000 with a high interest rate of about 40%. (Id.\n\n\u00b6 73(a)). By March 27, 2025, Gold Flora owed over $52,000,000 to lenders and over\n\n$60,000,000 to unsecured creditors and filed a petition for dissolution. (Id. \u00b6 68(d)). Gold\n\nFlora ultimately defaulted on its rent obligations to IIPR in March 2025, and IIPR\n\nannounced its intent to evict Gold Flora. (Id. \u00b6 83).\n\n              d.     Tilt Holdings, Inc.\n\n       Tilt is \u201ca business solutions provider to the global cannabis industry\u201d that had two\n\nleases with IIPR constituting 2.2% of IIPR\u2019s total contractual rent as of December 31, 2024.\n\n(Id. \u00b6 42\u201343). Tilt, like 4Front and Gold Flora, reported net losses and had negative\n\nworking capital in 2022, 2023, and 2024 (during the Class Period) and warned investors of\n\nauditors\u2019 doubts that it could continue as a going concern. (Id. \u00b6\u00b6 69\u201370). Tilt also had\n\ndifficulties raising capital after a change in one supplier\u2019s payment terms in 2023 forced\n\nTilt to obtain additional financing and seek waivers from default provisions in other\n\nagreements. (Id. \u00b6 73(c)). Tilt was still paying default rates of 24% and 25% as of\n\nDecember 31, 2024. (Id.). Tilt eventually defaulted on its obligations to IIPR alongside the\n\nother Defaulting Tenants in March 2025, and IIPR announced its intent to evict Tilt. (Id.\n\n\u00b6\u00b6 82\u201383).\n\n                                              6\n\f       Case 1:25-cv-00182-GLR         Document 72       Filed 05/27/26     Page 7 of 44\n\n\n\n       2.     Defendants\u2019 Statements During the Class Period\n\n       Birmingham alleges that, as the Defaulting Tenants\u2019 financial conditions declined,\n\nDefendants made either materially false or materially misleading statements regarding\n\nIIPR\u2019s oversight of its tenants and its investments in the Defaulting Tenants during the\n\nClass Period. (Id. at 29, 67). Birmingham specifically points to statements in IIPR\u2019s U.S.\n\nSecurities and Exchange Commission (\u201cSEC\u201d) filings, press releases, earnings conference\n\ncalls, and analyst and media reports as the bases of its allegations. (Id. at 4).\n\n              a.      Oversight and Monitoring of Tenants\n\n       On February 27, 2024, IIPR filed a Form 10-K with the SEC (\u201cFY23 10-K\u201d) in\n\nwhich it stated that it \u201cutilitze[d] rigorous underwriting standards for evaluating\n\nacquisitions and potential tenants to ensure that they meet our strategic and financial\n\ncriteria,\u201d \u201cevaluate[d] the credit quality of [its] tenants and any guarantors on an ongoing\n\nbasis,\u201d \u201cmonitor[ed] the payment history data for all of [its] tenants and, in some\n\ninstances, . . . monitor[ed] [its] tenants by periodically conducting site visits and meeting\n\nwith the tenants to discuss their operations.\u201d (Id. \u00b6\u00b6 86\u201387, 89). The FY23 10-K also stated\n\nthat IIPR\u2019s management team \u201cperform[ed] due diligence investigations of [IIPR\u2019s]\n\npotential tenants, related guarantors and their properties, operations and prospects, of\n\nwhich there is generally little or no publicly available operating and financial information.\u201d\n\n(Id. \u00b6 91).\n\n       On March 4, 2024, IIPR published a \u201cCompany Presentation\u201d on its website. (Id.\n\n\u00b6 95). One slide in the presentation covered IIPR\u2019s \u201cUnderwriting & Monitoring\u201d\n\nprocesses, which included \u201c[e]valuation of financial projections,\u201d \u201c[d]etailed review of\n\n                                               7\n\f      Case 1:25-cv-00182-GLR         Document 72       Filed 05/27/26    Page 8 of 44\n\n\n\nfinancial statements, strategic initiatives, and growth plans,\u201d [q]uarterly reviews and\n\nrequests for information pertaining to financials and ongoing operations of all properties,\u201d\n\nand \u201c[m]eetings with tenants to talk through operations and financials.\u201d (Id. at 34).\n\n       On August 6, 2024, Defendants held a conference call with investors and investment\n\nanalysts in which Defendants Gold, Regin (IIPR\u2019s Chief Investment Officer, (id. \u00b6 17)),\n\nand Smithers (IIPR\u2019s co-founder, President, and Chief Executive Officer, (id. \u00b6 15))\n\ncommented on IIPR\u2019s \u201chighly selective\u201d underwriting process, the continued success of\n\nthe sale-leaseback concept, and the \u201cquality and strength of [their] tenants\u201d as \u201csome of the\n\nbest operators in the industry,\u201d (id. \u00b6\u00b6 101, 103, 106, 110, 114).\n\n       On November 7, 2024, Defendants held an earnings call with investors and\n\ninvestment analysts. (Id. \u00b6 117). Analysts asked about tenants that paid partial or no rent in\n\nthe past, how Defendants handled those situations, and Defendants\u2019 decision to continue\n\ninvesting in those tenants\u2019 businesses. (Id. \u00b6\u00b6 118, 127, 134). Gold and Smithers\n\nemphasized their continued monitoring of their tenants and discussed their varying\n\napproach to unusual issues, like supply chain issues during the COVID-19 pandemic,\n\nversus their \u201caggressive\u201d approach when a tenant stops paying rent altogether. (Id. \u00b6\u00b6 119,\n\n123). Gold also, in response to a question about Defendants\u2019 continued investments in\n\ntenants even though issues seemed to arise just as quickly as they were resolved, stated that\n\n\u201cwe\u2019ve been paid a very high adjusted rate of return for what we believe is a very\u2014a much\n\nlower risk\u2014risk profile.\u201d (Id. \u00b6\u00b6 127\u201328). Regin further defended Defendants\u2019 investments\n\nin tenants that had faced some issues recently, explaining that they \u201clook at each of these\n\n\n\n                                              8\n\f      Case 1:25-cv-00182-GLR          Document 72       Filed 05/27/26     Page 9 of 44\n\n\n\nsituations individually, and we\u2019re looking to maximize [the] value of our portfolio, and we\n\nfeel very positive about the future resolution for these issues.\u201d (Id. \u00b6 131).\n\n       On December 20, 2024, IIPR announced that PharmaCann defaulted on all its\n\nleases. (Id. \u00b6 139). Birmingham alleges that \u201cDefendants moved quickly to assure investors\n\nthat matters with PharmaCann were being handled appropriately and being resolved\n\nquickly.\u201d (Id. \u00b6 140). Then, on January 30, 2025, IIPR issued a press release stating that it\n\nreached an agreement with PharmaCann to resolve the defaults. (Id. \u00b6 141). IIPR reiterated\n\nthe resolution of those defaults in another press release on February 19, 2025. (Id. \u00b6 145).\n\nThen on February 21, 2025, IIPR filed a Form 10-K with the SEC (the \u201cFY24 10-K\u201d),\n\nreporting its financial results for the fourth quarter and 2024 overall. (Id. \u00b6 149). The FY24\n\n10-K explained that PharmaCann defaulted in December 2024 and that IIPR and\n\nPharmaCann resolved the defaults in January 2025 by amending PharmaCann\u2019s leases such\n\nthat rent was reduced or abated for all its properties. (Id.). IIPR stated that it used security\n\ndeposits to cover the two months of defaulted rent. (Id.). According to Birmingham, the\n\nFY24 10-K also \u201creiterated the many misstatements made in the FY23 10-K . . . .\u201d (Id.).\n\n       On February 20, 2025, Defendants held another conference call in which Smithers\n\ntold investors and investment analysts that Defendants \u201creached a comprehensive\n\nresolution to PharmaCann\u2019s defaults that included, among other things, PharmaCann\n\nrecommencing rent payments on 9 of 11 leases in February, a required capital infusion by\n\nPharmaCann investors and a junior secured note issued to [IIPR].\u201d (Id. \u00b6\u00b6 152\u201353). When\n\nasked about the risk for Defendants\u2019 tenant base moving forward, particularly for the year\n\n2026, Gold suggested that such concerns were premature, and that Defendants were\n\n                                               9\n\f      Case 1:25-cv-00182-GLR         Document 72       Filed 05/27/26     Page 10 of 44\n\n\n\nmonitoring the maturity of their tenants\u2019 debts closely. (Id. \u00b6\u00b6 156\u201357). Gold and Regin\n\nalso reiterated Defendants\u2019 commitment to monitoring and working closely with their\n\ntenants. (Id. \u00b6\u00b6 161, 164, 168, 172).\n\n       Birmingham alleges that all these statements were materially false or misleading\n\nbecause Defendants \u201cmisled investors into believing that IIPR performed sufficiently\n\nrobust and comprehensive due diligence on, and monitoring of, its tenants\u201d when in fact\n\ntheir tenants were struggling financially. (Id. \u00b6 173) In Birmingham\u2019s view, Defendants\n\neither did not conduct the monitoring that they told investors they had, or Defendants did\n\nconduct such monitoring and concealed or misrepresented the truth of the tenants\u2019 financial\n\nsituations. (Id. \u00b6 173)\n\n              b.      Investments in the Defaulting Tenants\n\n       In its February 26, 2024 press release and FY23 10-K, IIPR stated that it amended\n\none of its lease agreements with PharmaCann \u201cto increase the improvement allowance by\n\n$16.0 million, adjust base rent accordingly and extend the lease term.\u201d (Id. \u00b6\u00b6 176, 178).\n\nRegin mentioned this lease amendment during the February 27, 2024 conference call. (Id.\n\n\u00b6 184). IIPR also \u201ctouted a new amendment to 4Front\u2019s lease\u201d in the FY23 10-K that\n\nreduced the base rent for nine months (until September 30, 2024), deferred the payback of\n\nthe security deposit, and increased the base rent for the rest of the lease term. (Id. \u00b6 180).\n\n       During the February 27, 2024 conference call, Regin informed investors and\n\nanalysts that IIPR executed a lease amendment with PharmaCann to provide an additional\n\n$16 million of construction funding for a property in New York \u201cas PharmaCann executes\n\non its strategy to expand production capacity after being awarded an adult-use production\n\n                                              10\n\f      Case 1:25-cv-00182-GLR          Document 72     Filed 05/27/26    Page 11 of 44\n\n\n\nlicense\u201d in late 2023. (Id. \u00b6 184). One analyst asked what Defendants were \u201cseeing on the\n\nground\u201d in New York and asked how they \u201cexpect[ed] the market to evolve going\n\nforward.\u201d (Id. \u00b6 187). Regin stated that Defendants were \u201chappy to see the additional retail\n\nlicenses being issued\u201d and that, despite \u201csome historical challenges,\u201d Defendants \u201cvery\n\nmuch like[d] the position that [their] tenant partners [were] in\u201d in New York. (Id.). Regin\n\ncommented that there was a \u201ctremendous amount of value in\u201d PharmaCann\u2019s New York\n\nproperty and said, \u201cI think it sets PharmaCann up very well to take advantage of the\n\nwholesale opportunities that we\u2019re going to see.\u201d (Id.).\n\n       During the same conference call, Defendant Hastings\u2014IIPR\u2019s Chief Operating\n\nOfficer, (id. \u00b6 18)\u2014explained that IIPR amended one of 4Front\u2019s leases for a property in\n\nIllinois to reduce the base rent through September 2024 because the property had been\n\n\u201cunder development since August 2021\u201d and \u201cexperienced significant delays to get\n\npermanent power delivered to the building,\u201d (id. \u00b6 190). Hastings said the building secured\n\npermanent power in January 2024 and that Defendants \u201clook[ed] forward to this project\u2019s\n\ncompletion in the near future.\u201d (Id.). Hastings also reported that IIPR extended the term of\n\nall four of its leases with 4Front. (Id.).\n\n       On May 8, 2024, IIPR released its financial results for the first quarter of 2024. (Id.\n\n\u00b6 193). IIPR filed its Form 10-Q with the SEC (the \u201c1Q24 10-Q\u201d) the following day. (Id.).\n\nThe 1Q24 10-Q reported IIPR\u2019s $16 million construction funding investment in\n\nPharmaCann\u2019s New York property and the extension of the lease on that property. (Id.\n\n\u00b6 194). The 1Q24 10-Q also reported the extensions of 4Front\u2019s leases and the January\n\n2024 amendment to 4Front\u2019s lease on the Illinois property that had construction delays.\n\n                                             11\n\f     Case 1:25-cv-00182-GLR         Document 72      Filed 05/27/26     Page 12 of 44\n\n\n\n(Id. \u00b6 196). Additionally, the 1Q24 10-Q stated that in April 2024, IIPR amended 4Front\u2019s\n\nlease on the Illinois property \u201cto provide an additional improvement allowance of $1.6\n\nmillion\u201d and to adjust the base rent. (Id.). Finally, the 1Q24 10-Q announced a new lease,\n\nexecuted in March 2024, with a tenant later identified as Gold Flora. (Id. \u00b6 198).\n\n       On May 9, 2024, Defendants held a conference call with investors and analysts to\n\ndiscuss IIPR\u2019s 2024 first quarter results. (Id. \u00b6 201). Regin Stated that IIPR executed two\n\nnew leases with Gold Flora. (Id. \u00b6 202). In discussing these and other new leases, Regin\n\ncommented on \u201cthe strength of the [tenant-]operators and the credit upgrades\u201d that\n\nDefendants felt they received from the new leases. (Id.). Regin also mentioned the\n\nadditional $1.6 million that IIPR invested in 4Front\u2019s Illinois property \u201cto round out\n\ndevelopment\u201d of that facility. (Id. \u00b6 205).\n\n       On August 5, 2024, IIPR released its financial results for the second quarter of 2024.\n\n(Id. \u00b6 208). IIPR filed its Form 10-Q with the SEC (the \u201c2Q24 10-Q\u201d) the following day.\n\n(Id.). Birmingham highlights the same information in the 2Q24 10-Q as in the 1Q24 10-Q\n\nregarding the $16 million investment in PharmaCann\u2019s New York property, the extension\n\nof that lease, the extension of 4Front\u2019s four leases, and the amendments to 4Front\u2019s lease\n\non the Illinois property, including the $1.6 million improvement allowance. (Id. \u00b6\u00b6 209,\n\n211). The 2Q24 10-Q also stated that IIPR executed two new leases with Gold Flora in\n\nMarch 2024 (as reported in the 1Q24 10-Q) and May 2024. (Id. \u00b6 213).\n\n       On November 6, 2024, IIPR released its financial results for the third quarter of\n\n2024. (Id. \u00b6 216). IIPR filed its Form 10-Q with the SEC (the \u201c3Q24 10-Q\u201d) the following\n\nday. (Id.). The 3Q24-10-Q repeated the same information from the 1Q24 10-Q and the\n\n                                              12\n\f        Case 1:25-cv-00182-GLR        Document 72       Filed 05/27/26     Page 13 of 44\n\n\n\n2Q24 10-Q regarding the investments in PharmaCann\u2019s and 4Front\u2019s properties, the\n\namendments to some of those leases, and the new leases with Gold Flora. (Id. \u00b6\u00b6 217, 219,\n\n221).\n\n         Birmingham alleges that by \u201ctouting\u201d their investments in the Defaulting Tenants\n\nwithout disclosing the Defaulting Tenants\u2019 dire financial situations, Defendants misled\n\ninvestors into believing that those investments would bring in more revenue when in fact\n\nthe Defaulting Tenants were on their way to defaulting on their rent obligations. (Id. \u00b6 220).\n\n         3.     IIPR Stock Fluctuations\n\n         After reporting its financial results for the third quarter of 2024, IIPR issued a press\n\nrelease on November 6, 2024, explaining that it applied $1.4 million of security deposits\n\ntowards unpaid rents on four properties leased to 4Front, one property leased to Tilt, and\n\none property leased to another tenant. (Id. \u00b6 225). The press release also stated that IIPR\n\ncollected partial rent payments from 4Front, Tilt, and another tenant in October 2024 and\n\napplied $0.9 million in security deposits to those rents. (Id.). On November 6, 2024, IIPR\u2019s\n\ncommon stock price fell $9.34 per share (7.06%) down to $123 per share. (Id. \u00b6 227).\n\n         On November 7, 2024, IIPR held an earnings call in which it reported revenue of\n\n$76.5 million, which was less than the consensus estimate of $77.5 million and less than\n\nthe $77.8 million in revenue reported for the same period in 2023. (Id. \u00b6 224). Birmingham\n\nalleges that IIPR blamed the 2023 to 2024 revenue decrease, in part, on $1.3 million of\n\nuncollected rents and fees during the third quarter of 2024. (Id.). During the earnings call,\n\nSmith also explained that IIPR applied the rest of 4Front\u2019s security deposits, $0.5 million,\n\nto cover October rents and that IIPR expected to collect rent from 4Front that was \u201cwell\n\n                                                13\n\f     Case 1:25-cv-00182-GLR        Document 72       Filed 05/27/26    Page 14 of 44\n\n\n\nbelow what [was] contractually do [sic] for the fourth quarter.\u201d (Id. \u00b6 226). On November\n\n7, 2024, IIPR\u2019s common stock price fell another $12.93 per share (10.51%) down to about\n\n$110.70 per share. (Id. \u00b6 227). According to Birmingham, investment analysts believed the\n\ndrop in IIPR\u2019s stock price was the result of the unpaid rents and raised concerns regarding\n\nIIPR\u2019s \u201cemergent tenant issues.\u201d (Id. \u00b6 228).\n\n       On December 20, 2024, IIPR issued a press release explaining that, on December\n\n19, PharmaCann defaulted on six of its eleven leases, resulting in $4.2 million in unpaid\n\nrent, fees, and tax and insurance payments. (Id. \u00b6\u00b6 230\u201331). IIPR applied security deposits\n\nto cover the unpaid rent and imposed late penalties, plus interest. (Id.). The press release\n\nfurther stated that, due to the recent lease amendments, the six defaults triggered defaults\n\nunder all eleven of PharmaCann\u2019s leases, and that IIPR intended to \u201cenforce its rights under\n\nthe Leases aggressively,\u201d potentially through eviction proceedings. (Id. \u00b6\u00b6 232\u201333). After\n\nthe press release was issued on December 20, 2024, IIPR\u2019s common stock price fell $21.68\n\nper share (22.74%) to about $73.66 per share. (Id. \u00b6 234). Investment analysts expressed\n\nconcerns regarding \u201cthe magnitude of PharmaCann\u2019s default\u201d and the \u201c[h]ealth of IIPR\u2019s\n\n[t]enant [b]ase,\u201d particularly as to whether other tenants were in \u201csimilar distress.\u201d (Id.\n\n\u00b6\u00b6 235\u201337).\n\n       On January 30, 2024, IIPR issued another press release reporting that IIPR resolved\n\nthe PharmaCann defaults by, among other things, covering rent for December 2024 and\n\nJanuary 2025 with security deposits and imposing penalties. (Id. \u00b6 239). Investment\n\nanalysts considered this a \u201cwelcome, but partial remedy of investor concerns.\u201d (Id. \u00b6 241).\n\n\n\n                                            14\n\f      Case 1:25-cv-00182-GLR         Document 72        Filed 05/27/26     Page 15 of 44\n\n\n\nThat day, IIPR\u2019s common stock price increased $6.71 per share (10.11%) to about $73.05\n\nper share. (Id. \u00b6 240).\n\n       On March 14, 2025, after the markets closed, IIPR issued a press release stating that\n\nPharmaCann defaulted on nine of its eleven leases for the month of March 2025, leading\n\nto $2.7 million in unpaid rent, fees, and tax and insurance payments. (Id. \u00b6 242). As in\n\nDecember 2024, IIPR explained that it intended to \u201cenforce its rights under the Leases\n\naggressively,\u201d potentially through eviction proceedings. (Id.). IIPR\u2019s common stock price\n\nfell $5.41 per share (7.7%) to $64.21 by March 17, 2025. (Id. \u00b6 243). Investment analysts\n\nexpressed concerns regarding the second default, suggested that \u201cother tenants might be\n\nfacing similar difficulties,\u201d and advised against investing in IIPR at that time. (Id. \u00b6 244).\n\n       On March 28, 2025, after the markets closed, IIPR issued another press release\n\nstating that 4Front, Gold Flora, and Tilt defaulted, leading to $13.1 million in unpaid rent,\n\nfees, and tax and insurance payments. (Id. \u00b6 246). Again, IIPR stated that it intended to\n\n\u201cpursue its rights under such leases aggressively,\u201d including through eviction, if necessary.\n\n(Id.). According to Birmingham, \u201cIIPR presented these defaults as part of \u2018a significant\n\ntenant replacement and renewal initiative aimed at enhancing the performance of its real\n\nestate portfolio and driving long-term value for shareholders.\u2019\u201d (Id. \u00b6 247). IIPR\n\nacknowledged that challenges in the cannabis industry \u201cnegatively impacted the ability of\n\ncertain of [its] tenants to make their lease payments,\u201d and stated that it \u201cbelieves that it will\n\nbe better served by proactively seeking to refresh a substantial portion of its tenant base\n\nwith more financially viable long-term tenants to better position [IIPR] for sustainable\n\ngrowth and improved financial performance.\u201d (Id.) After IIPR issued this press release, its\n\n                                               15\n\f      Case 1:25-cv-00182-GLR        Document 72       Filed 05/27/26     Page 16 of 44\n\n\n\ncommon stock price fell $9.66 per share (15.15%) to $54.09 per share by March 31, 2025.\n\n(Id. \u00b6 248).\n\n       Birmingham contends that Defendants engaged in a \u201cfraudulent scheme to\n\nartificially inflate the price of [IIPR\u2019s] securities\u201d through allegedly false or misleading\n\nstatements and that, once \u201cDefendants\u2019 prior misrepresentations and other fraudulent\n\nconduct were revealed\u201d in November 2024 through March 2025, IIPR\u2019s stock price\n\nplummeted. (Id. \u00b6 250).\n\nB.     Procedural Background\n\n       On January 17, 2025, Alain Giraudon filed a Class Action Complaint in this Court,\n\nindividually and on behalf of all others who acquired IIPR securities during the Class\n\nPeriod, alleging violations of the SEA. (Compl. at 1\u20132, 18\u201322, ECF No. 1). The Court later\n\nappointed Birmingham as Lead Plaintiff. (Apr. 22, 2025 Mem. Op. at 11, ECF No. 38; Apr.\n\n4, 2025 Order at 2, ECF No. 39). On June 23, 2025, Birmingham filed an Amended\n\nComplaint, alleging two counts against all Defendants for: violations of \u00a7 10(b) of the SEA\n\nand SEC Rule 10b-5 (Count I); and violations of \u00a7 20(a) of the SEA (Count II). (Am.\n\nCompl. \u00b6\u00b6 274\u201380). Defendants filed the instant Motion to Dismiss on August 22, 2025.\n\n(ECF No. 60). Birmingham filed an Opposition on October 21, 2025, (ECF No. 65), and\n\nDefendants filed a Reply on November 20, 2025, (ECF No. 68).\n\n                                  II.   DISCUSSION\n\nA.     Standard of Review\n\n       The purpose of a Rule 12(b)(6) motion is to \u201ctest[] the sufficiency of a complaint,\u201d\n\nnot to \u201cresolve contests surrounding the facts, the merits of a claim, or the applicability of\n\n                                             16\n\f      Case 1:25-cv-00182-GLR         Document 72        Filed 05/27/26     Page 17 of 44\n\n\n\ndefenses.\u201d King v. Rubenstein, 825 F.3d 206, 214 (4th Cir. 2016) (quoting Edwards v. City\n\nof Goldsboro, 178 F.3d 231, 243 (4th Cir. 1999)). A complaint fails to state a claim if it\n\ndoes not contain \u201ca short and plain statement of the claim showing that the pleader is\n\nentitled to relief,\u201d Fed.R.Civ.P. 8(a)(2), or does not \u201cstate a claim to relief that is plausible\n\non its face,\u201d Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (quoting Bell Atl. Corp. v.\n\nTwombly, 550 U.S. 544, 570 (2007)). A claim is facially plausible \u201cwhen the plaintiff\n\npleads factual content that allows the court to draw the reasonable inference that the\n\ndefendant is liable for the misconduct alleged.\u201d Id. \u201cThreadbare recitals of the elements of\n\na cause of action, supported by mere conclusory statements, do not suffice.\u201d Id. Though\n\nthe plaintiff is not required to forecast evidence to prove the elements of the claim, the\n\ncomplaint must allege sufficient facts to establish each element. Goss v. Bank of Am.,\n\nN.A., 917 F.Supp.2d 445, 449 (D.Md. 2013) (quoting Walters v. McMahen, 684 F.3d 435,\n\n439 (4th Cir. 2012)), aff\u2019d, 546 F.App\u2019x 165 (4th Cir. 2013).\n\n       In considering a Rule 12(b)(6) motion, a court must examine the complaint as a\n\nwhole, accept the factual allegations in the complaint as true, and construe the factual\n\nallegations in the light most favorable to the plaintiff. See Albright v. Oliver, 510 U.S. 266,\n\n268 (1994); Lambeth v. Bd. of Comm\u2019rs of Davidson Cnty., 407 F.3d 266, 268 (4th Cir.\n\n2005). But the court need not accept unsupported or conclusory factual allegations devoid\n\nof any reference to actual events, United Black Firefighters v. Hirst, 604 F.2d 844, 847 (4th\n\nCir. 1979), or legal conclusions couched as factual allegations, Iqbal, 556 U.S. at 678\n\n(quoting Twombly, 550 U.S. at 555).\n\n\n\n                                               17\n\f     Case 1:25-cv-00182-GLR        Document 72       Filed 05/27/26    Page 18 of 44\n\n\n\nB.     Analysis\n\n       Defendants move to dismiss the Amended Complaint for failure to state a claim.\n\n(Defs.\u2019s Mem. L. Supp. Mot. Dismiss [\u201cMot. Dismiss\u201d] at 18\u201336, ECF No. 60-1).3 As\n\nexplained in greater detail below, the Court finds that Birmingham fails to allege facts\n\nsufficient to satisfy the elements of its two claims and will dismiss the Amended\n\nComplaint.\n\n       1.     Count I \u2013 Violations of \u00a7 10(b) of the SEA and SEC Rule 10b-5\n\n       In Count I of the Amended Complaint, Birmingham asserts violations of \u00a7 10(b) of\n\nthe SEA and SEC Rule 10b-5 against all Defendants. (Am. Compl. \u00b6\u00b6 274\u201378). \u201cSection\n\n10(b) of the [SEA] prohibits the use of \u2018any manipulative or deceptive device or\n\ncontrivance\u2019 in connection with the sale of a security in violation of the SEC rules.\u201d Yates\n\nv. Mun. Mortg. & Equity, LLC, 744 F.3d 874, 884 (2014) (quoting 15 U.S.C. \u00a7 78j(b)).\n\nSEC Rule 10b-5, in turn, makes it unlawful:\n\n\n\n       3\n         Defendants first move to dismiss the Amended Complaint as prolix. (Mot. Dismiss\nat 15). A plaintiff\u2019s compliance with Rule 8\u2019s \u201cshort and plain statement\u201d requirement is\nleft to the Court\u2019s discretion. Plumhoff v. Cent. Mortg. Co., 286 F.Supp.3d 699, 702\n(D.Md. 2017) (quoting Stone v. Warfield, 184 F.R.D. 553, 555 (D.Md. 1999)).\nBirmingham\u2019s Amended Complaint is lengthy, but Defendants consented to, and the Court\ngranted, Birmingham\u2019s request to file the excess pages. (See Mot. File Excess Pages at 1\u2013\n2, ECF No. 49; June 24, 2025 Order, ECF No. 53). Although the Amended Complaint is\nsometimes repetitive, it is not so redundant, disorganized, or uninterpretable to warrant\ndismissal under Rule 8, particularly given the heightened pleading standard Birmingham\nmust satisfy. Contra Plumhoff, 286 F.Supp.3d at 704 (dismissing complaint under Rule 8\nbecause it was \u201cway too long, detailed and verbose for either the Court or the defendants\nto sort out the nature of the claims or evaluate whether the claims are actually supported\nby any comprehensible factual basis\u201d (quoting Belanger v. BNY Mellon Asset Mgmt.,\nLLC, 307 F.R.D. 55, 58 (D.Mass 2015))). The Court, therefore, will not dismiss the\nAmended Complaint on this ground.\n\n                                            18\n\f     Case 1:25-cv-00182-GLR         Document 72       Filed 05/27/26     Page 19 of 44\n\n\n\n              (a) To employ any device, scheme, or artifice to defraud,\n              (b) To make any untrue statement of a material fact or to omit\n              to state a material fact necessary in order to make the\n              statements made, in the light of the circumstances under which\n              they were made, not misleading, or\n              (c) To engage in any act, practice, or course of business which\n              operates or would operate as a fraud or deceit upon any person.\n\n17 C.F.R. \u00a7 240.10b-5. To state a claim under \u00a7 10(b), a plaintiff must allege: \u201c(1) a\n\nmaterial misrepresentation or omission by the defendant; (2) scienter; (3) a connection\n\nbetween the misrepresentation or omission and the purchase or sale of a security; (4)\n\nreliance upon the misrepresentation or omission; (5) economic loss; and (6) loss causation.\u201d\n\nYates, 744 F.3d at 884 (quoting Stoneridge Inv. Partners v. Scientific\u2013Atlanta, Inc., 552\n\nU.S. 148, 157 (2008)). The plaintiff also must satisfy the heightened pleading requirements\n\nof Federal Rule of Civil Procedure 9(b) and the Private Securities Litigation Reform Act\n\n(\u201cPSLRA\u201d). Rule 9(b) requires a plaintiff to \u201cstate with particularity the circumstances\n\nconstituting fraud,\u201d which include \u201cthe time, place, and contents of the false\n\nrepresentations, as well as the identity of the person making the misrepresentation and what\n\nhe obtained thereby.\u201d Weidman v. Exxon Mobil Corp., 776 F.3d 214, 219 (4th Cir. 2015)\n\n(quoting Harrison v. Westinghouse Savannah River Co., 176 F.3d 776, 784 (4th Cir.\n\n1999)). Likewise, the PSLRA demands a heightened level of specificity:\n\n              [As to any misleading statements or omissions,] the complaint\n              shall specify each statement alleged to have been misleading,\n              the reason or reasons why the statement is misleading, and, if\n              an allegation regarding the statement or omission is made on\n              information and belief, the complaint shall state with\n              particularity all facts on which that belief is formed.\n\n              [As to scienter,] the complaint shall, with respect to each act or\n              omission alleged to violate this chapter, state with particularity\n\n                                             19\n\f     Case 1:25-cv-00182-GLR           Document 72    Filed 05/27/26     Page 20 of 44\n\n\n\n              facts giving rise to a strong inference that the defendant acted\n              with the required state of mind.\n\n15 U.S.C. \u00a7 78u-4(b)(1), (b)(2)(A).\n\n       Here, Defendants challenge the sufficiency of the Amended Complaint as to\n\nelements one (material misrepresentation or omission) and two (scienter).4 (Mot. Dismiss\n\nat 19, 28\u201329). The Court will address each element in turn.\n\n              a.     Material Misrepresentation or Omission\n\n       As to the first element, Birmingham points to thirty-four statements Defendants\n\nmade during the Class Period as allegedly material misrepresentations or omissions. (See\n\nAm. Compl. \u00b6\u00b6 87, 89, 91, 95, 103, 106, 110, 114, 119, 123, 128, 131, 141, 145, 149, 153,\n\n161, 168, 177, 178, 180, 184, 190, 194, 196, 198, 202, 205, 209, 211, 213, 217, 219, 221).\n\nTo be actionable, these statements and omissions must meet three requirements: (1) they\n\nmust be factual (i.e., \u201cdemonstrable as being true or false\u201d); (2) the statements must be\n\nfalse or the alleged omissions \u201cmust render the statement[s] misleading\u201d; and (3) the\n\nstatements or omissions must be material. In re Marriot Int\u2019l, Inc. Customer Data Sec.\n\nBreach Litig., 543 F.Supp.3d 96, 110 (D.Md. 2021) (quoting Longman v. Food Lion, Inc.,\n\n197 F.3d 675, 682 (4th Cir. 1999)). As to materiality:\n\n              A statement or omission of fact is material if there is a\n              substantial likelihood that a reasonable purchaser or seller of a\n              security (1) would consider the fact important in deciding\n              whether to buy or sell the security or (2) would have viewed\n\n       4\n        In one sentence, Defendants argue briefly that Birmingham also fails to establish\nelements four (reliance) and six (loss causation). (Mot. Dismiss at 33\u201334). Defendants,\nhowever, provide no legal analysis to support this contention, either in their Motion or in\ntheir Reply, and the Court will not provide such analysis for them. (See generally id.;\nReply).\n\n                                             20\n\f     Case 1:25-cv-00182-GLR        Document 72     Filed 05/27/26    Page 21 of 44\n\n\n\n             the total mix of information made available to be significantly\n             altered by disclosure of the fact.\n\nId. (quoting Longman, 197 F.3d at 683). Regarding omitted information, \u201cSection 10(b)\n\nand Rule 10b-5 \u2018do not create an affirmative duty to disclose any and all material\n\ninformation.\u2019\u201d In re Marriot, 543 F.Supp.3d at 111 (quoting Matrixx Initiatives, Inc. v.\n\nSiracusano, 563 U.S. 27, 44 (2011)). But disclosure is required \u201cwhen necessary to\n\nmake . . . statements made, in the light of the circumstances under which they were made,\n\nnot misleading.\u201d Id. (quoting Matrixx, 563 U.S. at 44). Thus, \u201ccompanies can control what\n\nthey have to disclose under [\u00a7 10(b) and Rule 10b-5] by controlling what they say to the\n\nmarket.\u201d Id. (quoting Matrixx, 563 U.S. at 45).\n\n                    i.     Statements about Tenant Oversight and Due Diligence\n\n      As described above, Birmingham alleges that Defendants made material\n\nmisrepresentations and omissions during the Class Period regarding their due diligence\n\npractices and monitoring of their tenants. (See Am. Compl. at 29\u201366). The focus of these\n\nstatements, generally, is that Defendants \u201cutilize[d] rigorous underwriting standards,\u201d\n\nconducted thorough due diligence investigations of potential tenants, and were \u201caware of\n\nwhat[] [was] going on with [their] tenants\u201d during the Class Period. (Am. Compl. \u00b6\u00b6 87,\n\n119; see id. at 29\u201366). Birmingham alleges that these statements were materially false or\n\nmisleading because at the time they were made, the Defaulting Tenants were struggling\n\nfinancially, which adequate due diligence and monitoring would have revealed, and\n\nbecause they gave investors the false impression that Defendants conducted sufficient\n\n\n\n\n                                           21\n\f     Case 1:25-cv-00182-GLR          Document 72      Filed 05/27/26     Page 22 of 44\n\n\n\noversight \u201csuch that IIPR would have known the true financial condition of the Defaulting\n\nTenants well before those tenants defaulted.\u201d (Id. \u00b6 88).\n\n       To start, some of the challenged statements constitute \u201cpuffery\u201d or opinions and,\n\nconsequently, are not actionable. In re Marriot, 543 F.Supp.3d at 111 (\u201cStatements of\n\nopinion or puffery generally are not actionable.\u201d). Statements of puffery are \u201cloosely\n\noptimistic statements that are so vague, so lacking in specificity, or so clearly constituting\n\nthe opinions of the speaker, that no reasonable investor could find them important to the\n\ntotal mix of information available.\u201d In re Emergent BioSolutions Inc. Secs. Litig., No.\n\nDLB-21-955, 2023 WL 5671608, at *16 (D.Md. Sep. 1, 2023) (quoting Sinnathurai v.\n\nNovavax, Inc., No. TDC-21-2910, 2022 WL 17585715, at *18 (D.Md. Dec. 12, 2022)).\n\nSuch statements are unactionable unless they are worded as guarantees or the speaker does\n\nnot reasonably believe their statement. In re Marriot, 543 F.Supp.3d at 119 (quoting IBEW\n\nLocal Union No. 58 Pension Tr. Fund & Annuity Fund v. Royal Bank of Scot. Grp., PLC,\n\n783 F.3d 383, 392 (2d Cir. 2015)).\n\n       Here, Gold stated during the August 6, 2024 earnings call that \u201cthe sale-leaseback\n\nconcept is our basic business model that we\u2019ve been following since [sic] for the last 8\n\nyears, and it seems to be\u2014it has continued to produce what we think are below average\n\nrisks with above average returns.\u201d (Am. Compl. \u00b6 103). Also during that call, Regin stated,\n\n\u201cwe really feel that we have some of the best operators in the industry in our portfolio and\n\nhave continued to support them over the years,\u201d and Smithers later stated, \u201cwe believe that\n\nthere are tenants that because of supply chain issues or getting up to speed with the\n\nchanging environment that there will be some difficulties. But in general, we\u2019re very\u2014as\n\n                                             22\n\f     Case 1:25-cv-00182-GLR         Document 72       Filed 05/27/26     Page 23 of 44\n\n\n\n[Regin] and [Hastings] has [sic] indicated, we\u2019re very pleased with the quality and strength\n\nof our tenants.\u201d (Id. \u00b6\u00b6 110, 114). Additionally, during the November 7, 2024 earnings call,\n\nGold stated, \u201c[t]he difference [between IIPR and other real estate companies] is we\u2019ve been\n\npaid a very high adjusted rate of return for what we believe is a very\u2014a much lower risk\u2014\n\nrisk profile.\u201d (Id. \u00b6 128). These statements, which \u201cutilize[e] opinion and exaggeration\u201d to\n\ndescribe the strengths of IIPR\u2019s tenants and business model generally are not worded as\n\nguarantees, and Birmingham does not allege that Defendants did not believe these opinions\n\nat the time they expressed them. In re Emergent, 2023 WL 5671608, at *16 (quoting Dunn\n\nv. Borta, 369 F.3d 421, 431 (4th Cir. 2004)). The statements, therefore, are unactionable\n\nunder \u00a7 10(b).\n\n       Statements of opinion, like statements of puffery, are unactionable under \u00a7 10(b),\n\nunless (1) \u201cthe speaker does not actually hold the stated belief\u201d; (2) the statement \u201ccontains\n\nan embedded statement of fact that is false\u201d; or (3) \u201cthe statement omits material facts about\n\nthe speaker\u2019s \u2018inquiry into or knowledge concerning a statement of opinion\u2019 and those\n\nfacts \u2018conflict with what a reasonable investor would take from the statement itself.\u2019\u201d In re\n\nMarriot, 543 F.Supp.3d at 119 (quoting Omnicare, Inc. v. Laborers Dist. Council Const.\n\nIndus. Pension Fund, 575 U.S. 175, 184\u201385 (2015)). As to the third category, \u201c[t]he\n\ninvestor must identify particular (and material) facts going to the basis for the issuer\u2019s\n\nopinion . . . whose omission makes the opinion statement at issue misleading to a\n\nreasonable person reading the statement fairly and in context.\u201d Omnicare, 575 U.S. at 194.\n\n\n\n\n                                             23\n\f     Case 1:25-cv-00182-GLR         Document 72        Filed 05/27/26     Page 24 of 44\n\n\n\n       In this case, during the November 7, 2024 earnings call, Regin stated:\n\n              I just wanted to touch on your question on [4Front]. I mean we\n              did make an investment in the Illinois facility to round out\n              construction there. We do have four individual leases with\n              [4Front], but that is by far the largest, and there was significant\n              delays in construction, which understandably had an impact on\n              the overall cash flow.\n\n              That asset is in Illinois, which is one of the top 5 markets in the\n              U.S. We feel very confident in the Illinois market. And as\n              [Smithers] described, we look at each of these situations\n              individually, and we\u2019re looking to maximize value of our\n              portfolio, and we feel very positive about the future resolution\n              for these issues [in the Illinois facility].\n\n                                            ***\n              This asset, given the size and what we think this is going to\n              produce once this is fully up and running, is going to be very\n              meaningful to their business overall going into 2025. We really\n              like the Illinois market. We think it\u2019s going to be a tremendous\n              boost to their business once . . . [the] Illinois building is fully\n              operational.\n\n(Am. Compl. \u00b6\u00b6 131, 135). Birmingham alleges that these statements are misleading\n\nbecause Regin omitted facts regarding Defendants\u2019 allegedly insufficient due diligence and\n\nthe Defaulting Tenants\u2019 financial situations. (Id. \u00b6\u00b6 132, 136). As explained below,\n\nhowever, Birmingham does not allege sufficient facts demonstrating that Defendants did\n\nnot conduct due diligence or relevant research before Regin expressed this opinion.\n\nBirmingham also does not allege what information Defendants knew about the Defaulting\n\nTenants\u2019 financial situations when Regin made this statement. See Handal v. Innovative\n\nIndus. Props., Inc., 157 F.4th 279, 297 (3d Cir. 2025) (\u201c[I]n the third Omnicare scenario,\n\nthe speaker is aware of what she is omitting or that there is foreseeably material information\n\nthat could affect the veracity of her opinion and that she has failed to investigate.\u201d). Even\n\n                                              24\n\f     Case 1:25-cv-00182-GLR         Document 72      Filed 05/27/26     Page 25 of 44\n\n\n\nassuming Regin knew that 4Front was struggling with taxes, unpaid invoices, and raising\n\ncapital before the November 7 earnings call, this information would not render misleading\n\nRegin\u2019s opinions regarding the business potential of 4Front\u2019s Illinois facility following\n\nIIPR\u2019s construction investment.\n\n       As to the remaining statements, Birmingham\u2019s allegations that Defendants \u201cdid not\n\nhave a rigorous tenant-oversight process\u201d or did not conduct \u201csufficiently robust and\n\ncomprehensive due diligence on, and monitoring of, its tenants\u201d fail for a few reasons.\n\n(Am. Compl. \u00b6 88). To start, in some of the challenged statements, Defendants did not\n\n\u201cpromise[] that [their] diligence would meet any particular standard of thoroughness.\u201d\n\nHandal, 157 F.4th at 295. For example, in the FY23 10-K and FY24 10-K, IIPR states:\n\n              We evaluate the credit quality of our tenants and any\n              guarantors on an ongoing basis. In addition, we monitor the\n              payment history data for all of our tenants and, in some\n              instances, we monitor our tenants by periodically conducting\n              site visits and meeting with the tenants to discuss their\n              operations.\n                                             ***\n              We rely on our management team to perform due diligence\n              investigations of our potential tenants, related guarantors and\n              their properties, operations and prospects, of which there is\n              generally little or no publicly available operating and financial\n              information.\n\n(Am. Compl. \u00b6\u00b6 89, 91, 149).5 Even if Defendants conducted subpar due diligence and\n\n\u201cmissed obvious red flags,\u201d that fact would not render these statements false or misleading\n\n\n\n\n       5\n        Defendants make similar statements in the investor presentation (specifically those\nregarding quarterly reviews and meetings with tenants) and during the February 20, 2025\nearnings call. (Am. Compl. \u00b6\u00b6 95, 114, 119, 168).\n\n                                             25\n\f     Case 1:25-cv-00182-GLR          Document 72      Filed 05/27/26    Page 26 of 44\n\n\n\nbecause they contain no promises that Defendants\u2019 due diligence would meet a certain\n\nstandard. See Handal, 157 F.4th at 295.\n\n      In other statements, Defendants characterize their underwriting and oversight\n\npractices as meeting a certain degree of thoroughness. For example, in the FY23 10-K and\n\nFY24 10-K, IIPR states: \u201cWe utilize rigorous underwriting standards for evaluating\n\nacquisitions and potential tenants to ensure that they met our strategic and financial\n\ncriteria.\u201d (Am. Compl. \u00b6\u00b6 87, 149). Similarly, during the August 6, 2024 earnings call,\n\nRegin stated:\n\n                [Defendants] are still highly selective on the types of\n                opportunities in markets we like with tenants we like as we\n                have been since our inception.\n                                              ***\n                We, of course, will look at new opportunities to work with new\n                operators as we see fit with management teams that we like that\n                have strong financials, track record of performance in the same\n                rigorous underwriting criteria that we\u2019ve used historically for\n                our existing tenants.\n\n(Id. \u00b6\u00b6 106, 110).6 Birmingham, however, relies on mere speculation to reach the\n\nconclusion that Defendants\u2019 due diligence efforts did not meet the standards described in\n\nthe challenged statements. The two cases that Birmingham cites for support are\n\ndistinguishable. (See Lead Pl.\u2019s Opp\u2019n Def.s\u2019 Mot. Dismiss [\u201cOpp\u2019n\u201d] at 20\u201321, ECF No.\n\n65). In In re Genworth Financial Inc. Securities Litigation, 103 F.Supp.3d 759 (E.D.Va.\n\n2015), the defendant told investors in 2013 that it was conducting a \u201cdeep review\u201d of its\n\n\n      6\n        Defendants make similar statements in the investor presentation (specifically those\nregarding \u201cdetailed\u201d reviews of background and management and \u201cdetailed\u201d financial\nunderwriting) and during the February 20, 2025 earnings call. (Am. Compl. \u00b6\u00b6 95, 157,\n161, 164, 172).\n\n                                              26\n\f      Case 1:25-cv-00182-GLR         Document 72       Filed 05/27/26    Page 27 of 44\n\n\n\nbusiness, but the defendant later admitted that its last \u201cdeep review\u201d occurred in 2012 and\n\nthat the scope of the 2013 review was much narrower. Id. at 766\u201367, 772\u201374. Similarly, in\n\nIn re James River Group Holdings, Ltd. Securities Litigation, No. 3:21-cv-444 (DJN), 2023\n\nWL 5538218 (E.D.Va. Aug. 28, 2023), the defendants told investors that they \u201ccontinually\n\nmonitor[ed] reserves using new information\u201d and concluded that their reserves were\n\n\u201creasonable\u201d and \u201cappropriate,\u201d but former employees\u2019 deposition testimonies and the\n\ndefendants\u2019 internal documents showed that the defendants had no internal policy for\n\nmonitoring reserves and that they kept reserves artificially low. Id. at *3\u20134, 11. Here,\n\nBirmingham does not allege that Defendants admitted to not conducting the due diligence\n\nthey described, nor does Birmingham cite to testimony or internal documents\n\ndemonstrating the falsity or misleading nature of Defendants\u2019 due diligence statements.7\n\n       Even if not false, Birmingham alleges that Defendants\u2019 statements are \u201c\u2018materially\n\nmisleading\u2019 half-truths\u201d in that Defendants conducted due diligence and regular monitoring\n\nof its tenants but \u201c\u2018failed to disclose to investors what they knew about the Defaulting\n\nTenants\u2019 and their dire financial positions, which misled investors as to the risk of investing\n\nin IIPR.\u201d (Opp\u2019n at 20 (quoting Am. Compl. \u00b6\u00b6 87\u201388)). This argument fails as well.\n\n\n\n\n       7\n         In another portion of the challenged statements, Defendants do not mention their\ndue diligence practices at all. (See Am. Compl. \u00b6 123 (discussing how Defendants work\nwith tenants who face operating issues); id. \u00b6\u00b6 141, 145, 149, 153 (announcing and\ndiscussing the resolution of PharmaCann\u2019s first default)). Birmingham alleges that these\nstatements are false for the same reason as the due diligence-related statements: because\nIIPR allegedly \u201cdid not have a rigorous tenant-oversight process . . . .\u201d (Id. \u00b6\u00b6 125, 142,\n146, 150, 154). The absence of rigorous due diligence practices, however, would not render\nthese statements false, as Defendants do not mention such practices in these statements.\n\n                                              27\n\f     Case 1:25-cv-00182-GLR         Document 72      Filed 05/27/26     Page 28 of 44\n\n\n\n       First, as to the \u201cred flags\u201d described in the Amended Complaint, Birmingham does\n\nnot allege whether or when Defendants became aware of such information. For example,\n\nBirmingham alleges that:\n\n              no later than January 30, 2024, PharmaCann was unable to pay\n              its state tax obligations in Ohio, New York, and Illinois,\n              resulting in these states filing numerous tax liens against\n              PharmaCann for unpaid taxes totaling nearly half a million\n              dollars by the end of the Class Period. Similarly, 4Front was\n              not paying all of its federal income taxes for the period 2022 to\n              2023, which on January 3, 2025, resulted in the U.S.\n              government filing a tax lien against 4Front for $15,000,000.\n              Illinois and California also placed tax liens on 4Front in April\n              2024 for failure to pay $1,561,245 and $19,648 in back taxes,\n              respectively.\n\n(Am. Compl. \u00b6 67). Birmingham does not allege that Defendants learned of these unpaid\n\ntaxes before, contemporaneously with, or after the filings of the tax liens and, therefore,\n\ndoes not adequately allege that Defendant knew about these tax issues before making any\n\nof the challenged statements. The same can be said regarding the unpaid invoices and\n\nresulting lawsuits, the Defaulting Tenants\u2019 \u201cgoing concern\u201d warnings, and the issues with\n\nraising capital, (see id. \u00b6\u00b6 68\u201373)\u2014Birmingham does not allege when Defendants\n\nallegedly learned of those red flags and, therefore, does not adequately allege that\n\nDefendants knew of this information prior to any of the challenged statements, In re Under\n\nArmour Sec. Litig., 342 F.Supp.3d 658, 680 (D.Md. 2018) (\u201cTo be actionable, a statement\n\nor omission must have been misleading at the time it was made; liability cannot be imposed\n\non the basis of subsequent events.\u201d (quoting In re NAHC, Inc. Sec. Litig., 306 F.3d 1314,\n\n1330 (3d Cir. 2002))).\n\n\n\n\n                                             28\n\f      Case 1:25-cv-00182-GLR         Document 72       Filed 05/27/26    Page 29 of 44\n\n\n\n       Even if Defendants did learn of these red flags prior to making the challenged\n\nstatements, investors also had access to that information through public records (i.e., tax\n\nliens, court filings, and SEC filings). (Opp\u2019n at 12 (stating that \u201cfacts about each Defaulting\n\nTenant\u2019s dire financial distress . . . c[a]me from SEC disclosures, public sources, and court\n\nfilings\u201d)). Disclosure of information that is \u201calready publicly available does not materially\n\nalter the \u2018total mix\u2019 of available information\u201d and, therefore, omission of that information\n\nis immaterial. Smith v. Cir. City Stores, Inc., 286 F.Supp.2d 707, 721 (E.D.Va. 2003); see\n\nalso Hillson Partners Ltd. P\u2019ship v. Adage, Inc., 42 F.3d 204 (4th Cir. 1994) (\u201c\u2018The\n\nsecurities laws require disclosure of information that is not otherwise in the public\n\ndomain,\u2019 not information that has already been publicly\u2014indeed, officially\u2014disclosed by\n\nthe company.\u201d (quoting Sailors v. N. States Power Co., 4 F.3d 610, 613 (8th Cir.1993))).\n\nConsequently, Defendants\u2019 alleged failure to disclose the red flags contemporaneously\n\nwith the challenged statements is excusable because that information was \u201cmade credibly\n\navailable to the market by other sources.\u201d Raab v. Gen. Physics Corp., 4 F.3d 286, 289 (4th\n\nCir. 1993) (quoting In re Apple Computer Sec. Litig., 886 F.2d 1109, 1115 (9th Cir.\n\n1989)); see also In re Constellation Energy Grp., Inc. Secs. Litig., 738 F.Supp.2d 614, 628\n\n(D.Md. 2010) (finding no material misrepresentation in part because plaintiff failed to\n\nallege that defendant \u201cknew more than the market did about [financial services firm\u2019s]\n\nvolatile situation prior to [its] bankruptcy such that [defendant] should have specifically\n\ndisclosed the risks posed by [defendant\u2019s] counterparty relationship to\u201d the financial\n\nservices firm).\n\n\n\n                                              29\n\f     Case 1:25-cv-00182-GLR        Document 72      Filed 05/27/26   Page 30 of 44\n\n\n\n      Second, Birmingham fails to plead materiality as to any non-public information that\n\nDefendants allegedly obtained from the Defaulting Tenants. Birmingham alleges that\n\nDefendants had access to non-public financial information from the Defaulting Tenants\n\ndue to the disclosure requirements in some tenants\u2019 leases. (See Am. Compl. \u00b6\u00b6 32, 36, 40,\n\n44, 75\u201376). Birmingham, however, does not state what information Defendants allegedly\n\nobtained or if it differed from what was available to the market via public record and,\n\nconsequently, has not demonstrated that a reasonable investor \u201cwould have viewed the total\n\nmix of information made available to be significantly altered by disclosure of\u201d that\n\ninformation. In re Marriot, 543 F.Supp.3d at 110 (quoting Longman, 197 F.3d at 683).\n\n      Birmingham also does not allege when Defendants allegedly obtained non-public\n\nfinancial information from the Defaulting Tenants. Birmingham assumes that Defendants\n\nobtained financial information from all four Defaulting Tenants based on disclosure\n\nrequirements in one of IIPR\u2019s leases with PharmaCann and one of its leases with a Gold\n\nFlora subsidiary. (Am. Compl. \u00b6\u00b6 32, 36, 40, 44). Per those two disclosure requirements\u2014\n\nwhich, based on Birmingham\u2019s descriptions, were not exactly the same, (id. \u00b6\u00b6 32, 36)\u2014\n\nBirmingham speculates that all the Defaulting Tenants were required to, and did, provide\n\nquarterly and year-end financial information to Defendants, (id. \u00b6\u00b6 40, 44). Although the\n\nCourt views all allegations in the light most favorable to Birmingham at this stage of the\n\nproceedings, see Albright, 510 U.S. at 268, the Court need not \u201caccept as true allegations\n\nthat are merely conclusory, unwarranted deductions of fact, or unreasonable inferences,\u201d\n\nVeney v. Wyche, 293 F.3d 726, 730 (4th Cir. 2002) (quoting Sprewell v. Golden State\n\nWarriors, 266 F.3d 979, 988 (9th Cir. 2001)); see also Twombly, 550 U.S. at 555 (\u201cFactual\n\n                                           30\n\f      Case 1:25-cv-00182-GLR         Document 72       Filed 05/27/26     Page 31 of 44\n\n\n\nallegations must be enough to raise a right to relief above the speculative level . . . .\u201d). And\n\nthe Court declines to accept as true these conclusory inferences within inferences.\n\n       Finally, Birmingham\u2019s overall argument that Defendants misled investors about the\n\nrisks of investing in IIPR by touting their due diligence and monitoring practices is\n\nunreasonable given the detailed and repeated warnings Defendants made regarding such\n\nrisks, including the possibility that IIPR\u2019s tenants could default. For example, in IIPR\u2019s\n\nFY23 10-K, after stating that its management team conducts due diligence investigations,\n\nIIPR acknowledged the potential limitations of its due diligence efforts and the possibility\n\nof default:\n\n              We may not learn of all the material information we need to\n              know regarding these businesses through our investigations,\n              and these businesses are subject to numerous risks and\n              uncertainties, including but not limited to regulatory risks and\n              the rapidly evolving market dynamics of each state\u2019s regulated\n              cannabis program. As a result, it is possible that we could enter\n              into a sale-leaseback arrangement with tenants or otherwise\n              lease properties to tenants that ultimately are unable to pay rent\n              to us, which could adversely impact our cash available for\n              distributions.\n\n              Many of our existing tenants are, and we expect that many of\n              our future tenants will be, companies with limited histories of\n              operations that are not profitable when they enter triple-net\n              leasing arrangements with us and, therefore, may be unable to\n              pay rent with funds from operations.\n\n                                             ***\n              Some of our tenants may be subject to significant debt\n              obligations and may rely on debt financing to make rent\n              payments to us. Tenants that are subject to significant debt\n              obligations may be unable to make their rent payments if there\n              are adverse changes in their business plans or prospects, the\n              regulatory environment in which they operate or in general\n              economic conditions. In addition, the payment of rent and debt\n\n                                              31\n\f     Case 1:25-cv-00182-GLR           Document 72     Filed 05/27/26     Page 32 of 44\n\n\n\n              service may reduce the working capital available to tenants for\n              the start-up phase of their business. Furthermore, we may be\n              unable to monitor and evaluate tenant credit quality on an on-\n              going basis.\n\n(FY23 10-K at 26, ECF No. 60-5 (emphasis added)).8 IIPR also notified investors of\n\nprevious defaults by other tenants:\n\n              In July 2022, Kings Garden defaulted on its obligations to pay\n              rent at all of the properties it leases with us, and pursuant to a\n              confidential, conditional settlement agreement executed on\n              September 11, 2022 between us and Kings Garden, we\n              terminated the leases for two properties that were in\n              development or redevelopment as of December 31, 2023 and\n              regained possession of those properties. In September 2023,\n              we regained possession of the four remaining properties that\n              Kings Garden had occupied, where Kings Garden paid\n              stipulated rent during its period of occupancy until September\n              20, 2023.\n\n              In November 2022, Parallel defaulted on its obligations to pay\n              rent at one of our properties in Pennsylvania, and we regained\n              possession of that property in October 2023. In February 2023,\n              Parallel also defaulted on its obligations to pay rent at one of\n              our properties in Texas, and we regained possession of that\n              property in March 2023.\n\n              In November 2022, Green Peak defaulted on its obligations to\n              pay rent at one of our properties in Michigan. In March 2023,\n              a receiver was appointed over substantially all of Green Peak\u2019s\n              assets, and we subsequently regained possession of one\n              property that was under redevelopment as a regulated cannabis\n              cultivation and processing facility and three retail properties in\n\n       8\n         The parties do not challenge the authenticity of the documents that Birmingham\nreferences in its Amended Complaint and which Defendants attach as exhibits. The Court,\ntherefore, may rely on these documents when ruling on Defendants\u2019 motion to dismiss. In\nre USEC Sec. Litig., 190 F.Supp.2d 808, 812\u201313 (D.Md. 2002) (\u201cIn ruling on a motion\nto dismiss a securities fraud complaint, the Court is entitled to rely on public documents\nquoted by, relied upon, incorporated by reference in or otherwise integral to the complaint,\nand such reliance does not convert such a motion into one for summary judgment.\u201d), aff\u2019d\nand remanded sub nom., Cohen v. USEC, Inc., 70 F.App\u2019x 679 (4th Cir. 2003).\n\n                                             32\n\f     Case 1:25-cv-00182-GLR         Document 72      Filed 05/27/26     Page 33 of 44\n\n\n\n              Michigan. We also expect to regain possession of the\n              remaining regulated cannabis cultivation and processing\n              facility still occupied by the receiver on March 1, 2024.\n\n(Id. at 27). IIPR references or restates the same warnings and the same or additional default\n\nnotifications in its other SEC filings and at the beginning of each conference call that\n\nBirmingham quotes in the Amended Complaint. (See FY24 10-K at 26\u201328, ECF No. 60-\n\n6; 1Q24 10-Q at 65, ECF No. 60-7; 2Q24 10-Q at 39, ECF No. 60-8; 3Q24 10-Q at 71,\n\nECF No. 60-9; Feb. 27, 2024 Earnings Call at 3, ECF No. 60-11; May 9, 2024 Earnings\n\nCall at 3, ECF No. 60-12; Aug. 6, 2024 Earnings Call at 3, ECF No. 60-13; Nov. 7, 2024\n\nEarnings Call at 3, ECF No. 60-14; Feb. 20, 2025 Earnings Call at 3, ECF No. 60-15).\n\nConducting thorough due diligence does not mean that the risks Defendants warned its\n\ninvestors about would not materialize, and Birmingham provides no allegations to suggest\n\nthat a reasonable investor would believe otherwise. See In re Marriot, 543 F.Supp.3d at\n\n115 (rejecting plaintiff\u2019s argument that defendant\u2019s statements regarding due diligence\n\nrelated to its integration with another entity misled investors into thinking there were \u201cno\n\nissues that would impede the merger\u201d because \u201c\u2018[w]orking hard\u2019 on due diligence and\n\nintegration does not mean that there would be no issues, and Plaintiff provide[d] no factual\n\nallegations to support the proposition that a reasonable investor would believe otherwise\u201d).\n\n       For all the reasons stated above, Birmingham fails to allege sufficient facts showing\n\nthat Defendants\u2019 statements regarding due diligence and monitoring were either false or\n\nmaterially misleading.\n\n\n\n\n                                             33\n\f     Case 1:25-cv-00182-GLR         Document 72      Filed 05/27/26     Page 34 of 44\n\n\n\n                   ii.      Statements about Investments in Defaulting Tenants\n\n       In the second category of statements, Birmingham alleges that Defendants made\n\nmaterial misrepresentations and omissions during the Class Period regarding their\n\ninvestments in the Defaulting Tenants and amendments to their leases. (See Am. Compl.\n\nat 67\u201389). Birmingham alleges that these statements were materially misleading because\n\nsuch statements \u201cput in play the issue of what Defendants knew about [the Defaulting\n\nTenants] that would undercut Defendants\u2019 touting of IIPR\u2019s new investment[s],\u201d and by\n\nfailing to disclose such information, the challenged statements \u201cmisled investors into\n\nbelieving that additional investments in [the Defaulting Tenants] were beneficial to IIPR\u201d\n\nand would \u201cgenerate additional rental revenues, when, in reality, . . . [the Defaulting\n\nTenants were] in dire financial straits and would soon not be able to pay rent.\u201d (Id. \u00b6 179).\n\n       Birmingham\u2019s allegations that these statements are misleading fail for some of the\n\nsame reasons as above. First, information about the red flags was available in the public\n\nrecord. (See Opp\u2019n at 12). Thus, Defendants\u2019 failure to disclose those red flags to its\n\ninvestors contemporaneously with their statements regarding investments in the Defaulting\n\nTenants and amendments to their leases is excusable because information on those red flags\n\nwas \u201cmade credibly available to the market by other sources.\u201d Raab, 4 F.3d at 289\n\n(quoting In re Apple, 886 F.2d at 1115). Second, Birmingham pleads insufficient facts\n\ndemonstrating what non-public information Defendants knew and when they learned that\n\ninformation and, as a result, has not demonstrated that a reasonable investor \u201cwould have\n\nviewed the total mix of information made available to be significantly altered by disclosure\n\nof\u201d that information. In re Marriot, 543 F.Supp.3d at 110 (quoting Longman, 197 F.3d at\n\n                                             34\n\f      Case 1:25-cv-00182-GLR         Document 72       Filed 05/27/26    Page 35 of 44\n\n\n\n683). Birmingham, therefore, has failed to plead sufficient facts to satisfy element one as\n\nto any of the challenged statements.\n\n              a.     Scienter\n\n       Even if Birmingham had satisfied the first element, the Complaint fails on the\n\nsecond element: scienter. \u201cTo meet the scienter requirement for a Section 10(b) and Rule\n\n10b-5 claim, a plaintiff \u2018must show that the defendant acted with \u201ca mental state embracing\n\nintent to deceive, manipulate, or defraud.\u201d\u2019\u201d Id. at 142 (quoting Zak v. Chelsea\n\nTherapeutics Int\u2019l Ltd., 780 F.3d 597, 606 (4th Cir. 2015)). To make this showing, \u201ca\n\nplaintiff must allege that the defendant made the misleading statement or omission\n\nintentionally or with \u2018severe recklessness\u2019 regarding the danger of deceiving the\n\nplaintiff . . . A showing of mere negligence will not suffice.\u201d Id. (quoting Tchrs.\u2019 Ret. Sys.\n\nof LA v. Hunter, 477 F.3d 162, 183\u201384 (4th Cir. 2007)). Recklessness, in this context,\n\nencompasses acts that are \u201cso highly unreasonable and such an extreme departure from the\n\nstandard of ordinary care as to present a danger of misleading the plaintiff to the extent that\n\nthe danger was either known to the defendant or so obvious that the defendant must have\n\nbeen aware of it.\u201d Id. (quoting Matrix Cap. Mgmt. Fund, LP v. BearingPoint, Inc., 576 F.3d\n\n172, 181 (4th Cir. 2009)).\n\n       The PSLRA further imposes a heightened pleading standard for this element: a\n\nplaintiff must allege particularized facts demonstrating a \u201cstrong inference that the\n\ndefendant acted with the required state of mind.\u201d 15 U.S.C. \u00a7 78u-4(b)(2)(A). A \u201cstrong\n\ninference\u201d is \u201cmore than merely plausible or reasonable\u2014it must be cogent and at least as\n\ncompelling as any opposing inference of nonfraudulent intent.\u201d Tellabs v. Makor Issues &\n\n                                              35\n\f     Case 1:25-cv-00182-GLR          Document 72       Filed 05/27/26      Page 36 of 44\n\n\n\nRts., Ltd., 551 U.S. 308, 314 (2007). The plaintiff must satisfy this pleading requirement\n\nas to each individual defendant and, for corporate defendants, the plaintiff must\n\ndemonstrate that at least one authorized agent of the corporation acted with the requisite\n\nstate of mind. In re Marriot, 543 F.Supp.3d at 142 (citing Tchrs.\u2019 Ret. Sys. of LA, 477 F.3d\n\nat 183\u201384).\n\n       To determine whether a plaintiff has satisfied this standard, a court must engage in\n\na holistic analysis, considering \u201cwhether all of the facts alleged, taken collectively, give\n\nrise to a strong inference of scienter, not whether any individual allegation, scrutinized in\n\nisolation, meets that standard.\u201d Tellabs, 551 U.S. at 323. Additionally, the court\u2019s analysis\n\nmust be comparative, considering \u201cnot only inferences urged by the plaintiff . . . but also\n\ncompeting inferences rationally drawn from the facts alleged.\u201d Id. at 314. A complaint will\n\nsurvive this analysis only \u201cif the malicious inference is at least as compelling as any\n\nopposing innocent inference.\u201d Yates, 744 F.3d at 885 (quoting Zucco Partners, LLC v.\n\nDigimore Corp., 552 F.3d 981, 991 (9th Cir. 2009)).\n\n       Here, Birmingham alleges that there is a strong inference of scienter because:\n\n              (1) Defendants repeatedly told investors that they were\n              engaged in oversight of IIPR\u2019s tenants through due diligence\n              and ongoing monitoring; (2) there were myriad red flags with\n              the finances at four of IIPR\u2019s largest tenants, which showed\n              that these tenants were at high risk of default; (3) IIPR\u2019s\n              \u201crobust due diligence\u201d and \u201congoing monitoring,\u201d as the\n              process was explained by Defendants, should have detected\n              these red flags; therefore, it is plausible to infer either (a) IIPR\n              was not doing the oversight it represented to investors, and\n              Defendants\u2019 statements like \u201cwe have said that we are\n              monitoring all of our tenants, and we are monitoring all our\n              tenants\u201d ([Am. Compl.] \u00b6 165) were intentionally meant to\n              deceive; or (b) the oversight did happen and Defendants either\n\n                                              36\n\f     Case 1:25-cv-00182-GLR         Document 72      Filed 05/27/26     Page 37 of 44\n\n\n\n              chose not to share the known red flags with investors or\n              disregarded those red flags.\n\n(Opp\u2019n at 29). In support of this argument, Birmingham cites Gold, Regin, Smithers, and\n\nHastings\u2019 (collectively, the \u201cIndividual Defendants\u201d) senior positions at IIPR and IIPR\u2019s\n\nsmall size; their personal involvement in the tenant oversight process and the preparation,\n\nfiling, and review of IIPR\u2019s SEC filings; the alleged nature of due diligence investigations\n\nas a \u201ccore operation\u201d of IIPR\u2019s business; and Gold, Smithers, and Hastings\u2019 alleged\n\nfinancial motives to engage in fraud. (Opp\u2019n at 30\u201333; Am. Compl. \u00b6\u00b6 252\u201354). Even when\n\nviewed holistically, these allegations do not support a strong inference of scienter.\n\n       Birmingham is correct that, as stated in several challenged statements, the Individual\n\nDefendants held senior positions within IIPR and were involved in due diligence\n\ninvestigations and monitoring of potential and current tenants. (See, e.g., March 4, 2024\n\nPresentation at 17, ECF No. 60-16 (identifying Individual Defendants as members of\n\n\u201cSenior Management Team\u201d); FY23 10-K at 26 (\u201cWe rely on our management team to\n\nperform due diligence investigations of our potential tenants, related guarantors and their\n\nproperties, operations and prospects . . . .\u201d); Feb. 20, 2025 Earnings Call at 9, 13 (\u201c[W]e\n\nare, of course, watching each of our tenants and working with them very\n\nclosely. . . . [W]e\u2019re watching all of our tenants. We are doing deep dives into every single\n\none of our tenants, including the strongest ones and the single state operators.\u201d)).\n\nDefendants do not dispute that due diligence is a core operation of IIPR, nor do they dispute\n\nthat the Individual Defendants assisted in preparing, filing, and reviewing IIPR\u2019s SEC\n\n\n\n\n                                             37\n\f     Case 1:25-cv-00182-GLR           Document 72    Filed 05/27/26    Page 38 of 44\n\n\n\nfilings. (See, e.g., FY23 10-K at 87 (showing signatures of Smithers and Gold, among\n\nothers not named in this lawsuit)).\n\n       Allegations regarding seniority and involvement in core operations are relevant to\n\nthe Court\u2019s analysis, \u201cprovided, of course, that they are accompanied by particularized\n\nallegations that a defendant was aware of problems in those operations.\u201d In re Emergent,\n\n2023 WL 5671608, at *26. \u201c[W]e cannot impute factual knowledge to individuals merely\n\nbased on their professional position or because \u2018such knowledge relates to the business\u2019s\n\ncore operations.\u2019\u201d San Antonio Fire & Police Pension Fund v. Syneos Health Inc., 75 F.4th\n\n232, 242 (4th Cir. 2023) (quoting KBC Asset Mgmt. NV v. DXC Tech. Co., 19 F.4th 601,\n\n612 (4th Cir. 2021)).\n\n       In this case, Birmingham does not provide detailed allegations demonstrating that\n\nthe Individual Defendants knew that their due diligence process was deficient, if indeed it\n\nwas. Birmingham suggests that, had sufficient due diligence investigations occurred, then\n\nthe Individual Defendants would have known that the Defaulting Tenants were heading\n\ntowards default. (Opp\u2019n at 30). \u201cBut that proposition, in effect, merely argues that [the\n\nIndividual] Defendants negligently performed due diligence . . . [a]nd mere negligence\n\ncannot support a \u00a7 10(b) claim.\u201d San Antonio Fire & Police Pension Fund, 75 F.4th at 242.\n\n       Birmingham also fails to provide particularized allegations demonstrating whether\n\nor when the Individual Defendants learned of the red flags. See In re Emergent, 2023 WL\n\n5671608, at *26\u201327 (finding inference of scienter as to certain defendants who\u2014as shown\n\nin emails, confidential witness testimonies, and personal admissions\u2014had actual\n\nknowledge of \u201cred flags,\u201d but not as to other defendants for whom plaintiffs did not include\n\n                                            38\n\f     Case 1:25-cv-00182-GLR        Document 72       Filed 05/27/26    Page 39 of 44\n\n\n\nsufficient allegations of actual knowledge). Birmingham asks the Court to infer from the\n\nfinancial disclosure requirements in two of IIPR\u2019s leases\u2014one with PharmaCann and one\n\nwith a subsidiary of 4Front\u2014that all IIPR\u2019s leases have such disclosure requirements; that\n\nthe Individual Defendants received financial information from all the Defaulting Tenants\n\n(i.e., quarterly and annual financial statements and \u201cbudgets, forecasts and investor\n\nmaterials\u201d); and that the Individual Defendants received that information before making\n\nthe challenged statements. (Am. Compl. \u00b6\u00b6 32, 36, 40, 44). Birmingham also invites the\n\nCourt to infer from descriptions of IIPR\u2019s due diligence processes (i.e., \u201cDetailed review\n\nof financial statements, strategic initiatives, and growth plans\u201d; \u201cQuarterly reviews and\n\nrequests for information pertaining to financials and ongoing operations of all properties\u201d;\n\n\u201cMeetings with tenants to talk through operations and financials,\u201d (March 4, 2024\n\nPresentation at 14)) that the Individual Defendants learned about the red flags and other\n\nunspecified non-public financial information before making the challenged statements, and\n\nthat the information obtained indicated that the Defaulting Tenants were headed towards\n\ndefault, (Opp\u2019n at 30). While these allegations may support a plausible inference of\n\nscienter, such stacking of \u201cinference upon inference\u201d cannot satisfy the heightened \u00a7 10(b)\n\npleading standard. San Antonio Fire & Police Pension Fund, 75 F.4th at 243.\n\n       Even if the Court infers that the Individual Defendants knew of the red flags before\n\nmaking the challenged statements, \u201c[s]imply knowing this information would not be\n\nenough for scienter. [The Individual] Defendants would also have to know\u2014or, at a bare\n\nminimum, be reckless to a risk\u2014that declining to share that information would render\u201d\n\ntheir statements about due diligence, investments, and lease amendments misleading to\n\n                                            39\n\f      Case 1:25-cv-00182-GLR           Document 72     Filed 05/27/26    Page 40 of 44\n\n\n\ninvestors. Id.; see also In re Constellation, 738 F.Supp.2d at 637 (\u201cEven assuming\n\n[defendant placed the financial services firm on its internal credit-watch list before the firm\n\nfiled for bankruptcy], it cannot be reasonably inferred that simply because [defendant] was\n\nconcerned, along with the rest of the market, about [the firm\u2019s] financial condition in the\n\nsummer of 2008, it intentionally or recklessly concealed a material exposure to a company\n\nit somehow knew was on the verge of bankruptcy.\u201d). Birmingham does not plead sufficient\n\nfacts indicating that the Individual Defendants acted with such intent or reckless disregard,\n\nespecially given Defendants\u2019 extensive disclosures regarding the many financial\n\nchallenges IIPR\u2019s tenants likely would face and the risk of default. (See, e.g., FY23 10-K\n\nat 26\u201339); see also In re Marriot, 543 F.Supp.3d at 153 (finding that defendants\u2019 repeated\n\ndisclosures that they \u201cmay not be able to keep up with information, security, and privacy\n\nrequirements and [were] not impervious to cyberattacks . . .weigh[ed] against an inference\n\nof scienter that the Individual Defendants were intentional or severely reckless in leading\n\ninvestors to believe the opposite\u201d).\n\n       In addition to seniority and involvement in core operations, Birmingham alleges that\n\nGold, Smithers, and Hastings were motivated to engage in fraud because a portion of their\n\n2024 compensation depended on IIPR achieving certain \u201cperformance goals.\u201d (Am.\n\nCompl. \u00b6\u00b6 256\u201359). Gold, Smithers, and Hastings all received Performance Share Units\n\n(\u201cPSU\u201d) in 2022, each of which \u201crepresented the right to receive one share of IIPR common\n\nstock if the applicable performance goals were achieved\u201d by the end of 2024. (Id. \u00b6\u00b6 256,\n\n258). These PSUs would vest in December 2024, and the value of the PSUs depended on\n\nthe relative performance of IIPR\u2019s common stock from January 2022 to December 2024.\n\n                                              40\n\f     Case 1:25-cv-00182-GLR        Document 72       Filed 05/27/26    Page 41 of 44\n\n\n\n(Id. \u00b6 256). Thus, according to Birmingham, Gold, Smithers, and Hastings had an incentive\n\nto keep the price of IIPR common stock artificially high to increase the cash dividends they\n\nwould receive on their PSUs. (Id. \u00b6 257).\n\n       \u201cAllegations that a defendant \u2018would personally benefit from a special bonus\u2019 may\n\nsupport scienter.\u201d City of Southfield Gen. Emps.\u2019 Ret. Sys. v. Advance Auto Parts, Inc.,\n\n167 F.4th 637, 647 (4th Cir. 2026) (quoting Boykin v. K12, Inc., 54 F.4th 175, 186 (4th\n\nCir. 2022)). But \u201cmotivations to . . . increase one\u2019s own compensation are common to\n\nevery company and thus add little to an inference of fraud.\u201d Id. (quoting Cozzarelli v.\n\nInspire Pharms. Inc., 549 F.3d 618, 627 (4th Cir. 2008)). Moreover, although Defendants\n\nmade sometimes optimistic statements regarding due diligence, investments, and lease\n\namendments, they also made lengthy and oft-repeated risk warnings; they announced\n\nunfulfilled rent obligations and explained IIPR\u2019s response to such; and they disclosed the\n\nfirst PharmaCann default immediately\u2014just one day after it occurred. (See, e.g., FY23 10-\n\nK at 26\u201339 (risk disclosures); Nov. 7, 2024 Earnings Call at 5\u20136 (discussing some tenants\u2019\n\nunpaid rent obligations and IIPR\u2019s response); Am. Compl. \u00b6\u00b6 230\u201331 (Dec. 20, 2024 press\n\nrelease announced that PharmaCann defaulted on Dec. 19, 2024)). These risk disclosures,\n\ndiscussions of unpaid rent, and quick self-reporting, all of which caused IIPR\u2019s common\n\nstock price to decrease and resulted in Gold, Smithers, and Hastings having to forfeit their\n\nPSUs, (Am. Compl. \u00b6 260), weigh against an inference of intent to defraud, see In re\n\nMarriot, 543 F.Supp.3d at 153 (finding that repeated risk disclosures weighed against\n\ninference of scienter); Yates, 744 F.3d at 892 (finding the fact that defendants \u201ccontinued\n\n\n\n                                            41\n\f     Case 1:25-cv-00182-GLR        Document 72       Filed 05/27/26    Page 42 of 44\n\n\n\nto update investors about newly discovered weaknesses tend[ed] to negate an inference that\n\nthe defendants acted with an intent to defraud\u201d).\n\n       Overall, Birmingham has shown that the Individual Defendants held senior\n\npositions at IIPR and participated in IIPR\u2019s core operations. But without detailed\n\nallegations showing that the Individual Defendants had actual knowledge of any\n\ndeficiencies in their due diligence or actual knowledge of the red flags, these allegations\n\n\u201care not sufficient to raise a strong inference of scienter. If they were, every corporate\n\nexecutive who participates in the day-to-day management of his company would be\n\nexposed to liability for securities fraud.\u201d In re Criimi Mae, Inc. Sec. Litig., 94 F.Supp.2d\n\n652, 661 (D.Md. 2000). Birmingham also has shown that Gold, Smithers, and Hastings\n\nmay have been financially motivated to keep IIPR\u2019s common stock price artificially high\n\nto increase their compensation in December 2024. But Defendants\u2019 regular announcements\n\nregarding certain tenants\u2019 struggles and quick disclosure of PharmaCann\u2019s first default,\n\nwhich, at least in part, caused Gold, Smithers, and Hastings to lose out on their extra\n\ncompensation, weighs against an inference of scienter. See In re Marriot, 543 F.Supp.3d at\n\n153; Yates, 744 F.3d at 892.\n\n       As Birmingham says in its Opposition, its allegations arguably create a plausible\n\ninference that (1) Defendants did not conduct the oversight they claimed to be conducting\n\nand, thus, intentionally deceived investors when they touted their rigorous due diligence\n\nprocesses, or (2) Defendants did conduct such due diligence, discovered the red flags, and\n\nthen intentionally concealed those red flags from investors or recklessly disregarded the\n\nrisk that failing to disclose those red flags would render their statements misleading to\n\n                                            42\n\f     Case 1:25-cv-00182-GLR         Document 72      Filed 05/27/26    Page 43 of 44\n\n\n\ninvestors. (Opp\u2019n at 29). But the PLSRA requires more than a plausible inference of\n\nscienter; it requires a strong inference of scienter. See Tellabs, 551 U.S. at 314. And the\n\nfacts alleged here do not meet that higher standard. The more compelling inference is that,\n\neven assuming the Individual Defendants knew of the red flags before making the\n\nchallenged statements, they believed that they adequately warned investors of the risks\n\ninherent to IIPR\u2019s business, that additional investments and lease amendments would help\n\naddress any financial distress and enable tenants to continue to pay rent, and that signs of\n\nfinancial distress among certain tenants did not foreclose or render misleading optimistic\n\nstatements or announcements regarding investments, lease amendments, and due diligence\n\nprocesses. Birmingham, therefore, has failed to plead sufficient facts showing that the\n\nIndividual Defendants acted with the requisite state of mind and, as a result, has failed to\n\nsatisfy this element as to IIPR as well. In re Marriot, 543 F.Supp.3d at 142 (citing Tchrs.\u2019\n\nRet. Sys. of LA, 477 F.3d at 183\u201384). Accordingly, the Court will dismiss Count I of the\n\nAmended Complaint.\n\n       2.     Count II \u2013 Violations of \u00a7 20(a) of the SEA\n\n       In Count II of the Amended Complaint, Birmingham alleges violations of \u00a7 20(a)\n\nof the SEA. (Am. Compl. \u00b6\u00b6 279\u201380). Section 20(a) of the SEA imposes joint and several\n\nliability upon \u201c[e]very person who, directly or indirectly, controls any person liable under\n\nany provision of [15 U.S.C. \u00a7\u00a7 78a\u201378rr] or of any rule or regulation thereunder\u201d to the\n\nsame extent as the liable, controlled person, \u201cunless the controlling person acted in good\n\nfaith and did not directly or indirectly induce\u201d the violative actions. 15 U.S.C. \u00a7 78t(a).\n\n\u201c[T]o state a claim under \u00a7 20(a), a plaintiff must allege: \u2018(1) a predicate violation of\n\n                                            43\n\f        Case 1:25-cv-00182-GLR         Document 72    Filed 05/27/26     Page 44 of 44\n\n\n\n\u00a7 10(b) and (2) control by the defendant over the primary violator.\u2019\u201d In re Constellation,\n\n738 F.Supp.2d at 638\u201339 (quoting In re Mut. Funds Inv. Litig., 566 F.3d 111, 129\u201330 (4th\n\nCir. 2009), rev\u2019d sub nom. on other grounds, Janus Cap. Grp., Inc. v. First Derivative\n\nTraders, 564 U.S. 135 (2011)). Because \u00a7 20(a) requires a \u201cpredicate violation of \u00a7 10(b),\u201d\n\nif a plaintiff fails to state a claim under \u00a7 10(b) or SEC Rule 10b-5, then the plaintiff also\n\nfails to state a claim under \u00a7 20(a). Id. (quoting In re Mut. Funds Inv. Litig., 566 F.3d at\n\n130).\n\n         Here, as stated above, Birmingham cannot state a claim under \u00a7 10(b) or SEC Rule\n\n10b-5. Consequently, Birmingham has failed to satisfy the first element of a \u00a7 20(a) claim,\n\nsee id. at 638\u201339 (quoting In re Mut. Funds Inv. Litig., 566 F.3d at 130), and the Court will\n\ndismiss Count II of the Amended Complaint.\n\n                                III.     CONCLUSION\n\n         For the foregoing reasons, the Court will grant Defendants\u2019 Motion to Dismiss the\n\nConsolidated Class Action Complaint (ECF No. 60). A separate Order follows.\n\nEntered this 27th day of May, 2026.\n\n\n                                                        /s/\n                                            George L. Russell, III\n                                            Chief United States District Judge\n\n\n\n\n                                              44\n\f","ocr_status":2,"date_upload":"2026-07-02T14:45:11.701751-07:00","document_number":"72","attachment_number":null,"pacer_doc_id":"093015778571","is_available":true,"is_free_on_pacer":true,"is_sealed":null,"document_type":1,"description":"","acms_document_guid":""}],"date_created":"2026-05-28T23:40:28.534715-07:00","date_modified":"2026-07-02T14:44:57.476762-07:00","date_filed":"2026-05-27","time_filed":null,"entry_number":72,"recap_sequence_number":"2026-05-27.002","pacer_sequence_number":223,"description":"MEMORANDUM OPINION.  Signed by Chief Judge George Levi Russell, III on 5/27/2026. (bm5s, Deputy Clerk)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/465587890/","id":465587890,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/69564418/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/480795507/","id":480795507,"tags":[],"absolute_url":"/docket/69564418/71/giraudon-v-innovative-industrial-properties-inc/","date_created":"2026-05-28T23:40:28.179117-07:00","date_modified":"2026-05-28T23:40:28.299435-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"71","attachment_number":null,"pacer_doc_id":"093015776853","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"","acms_document_guid":""}],"date_created":"2026-05-28T23:40:27.639818-07:00","date_modified":"2026-05-28T23:40:27.796847-07:00","date_filed":"2026-05-27","time_filed":null,"entry_number":71,"recap_sequence_number":"2026-05-27.001","pacer_sequence_number":221,"description":"ORDER granting 60 Motion to Dismiss for Failure to State a Claim. Signed by Chief Judge George Levi Russell, III on 5/27/2026. (bm5s, Deputy Clerk) (Entered: 05/27/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/465587889/","id":465587889,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/69564418/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/480795506/","id":480795506,"tags":[],"absolute_url":"/docket/69564418/70/giraudon-v-innovative-industrial-properties-inc/","date_created":"2026-05-28T23:40:27.310705-07:00","date_modified":"2026-05-28T23:40:27.441272-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"70","attachment_number":null,"pacer_doc_id":"093015598880","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"","acms_document_guid":""}],"date_created":"2026-05-28T23:40:26.935635-07:00","date_modified":"2026-05-28T23:40:27.009089-07:00","date_filed":"2026-03-16","time_filed":null,"entry_number":70,"recap_sequence_number":"2026-03-16.002","pacer_sequence_number":219,"description":"ORDER granting 69 Motion to Withdraw as Attorney. Attorney Susan S. Hu terminated as counsel for Lead Plaintiff. Signed by Chief Judge George Levi Russell, III on 3/16/2026. (dass, Deputy Clerk) (Entered: 03/16/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/465587888/","id":465587888,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/69564418/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/480795505/","id":480795505,"tags":[],"absolute_url":"/docket/69564418/69/giraudon-v-innovative-industrial-properties-inc/","date_created":"2026-05-28T23:40:26.660233-07:00","date_modified":"2026-05-28T23:40:26.747293-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"69","attachment_number":null,"pacer_doc_id":"093015598306","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"","acms_document_guid":""}],"date_created":"2026-05-28T23:40:26.331628-07:00","date_modified":"2026-05-28T23:40:26.374565-07:00","date_filed":"2026-03-16","time_filed":null,"entry_number":69,"recap_sequence_number":"2026-03-16.001","pacer_sequence_number":217,"description":"MOTION to Withdraw as Attorney Susan S. Hu by City of Birmingham Retirement and Relief System (Attachments: # 1 Text of Proposed Order)(Casey, Jessica) (Entered: 03/16/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/447935817/","id":447935817,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/69564418/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/462700615/","id":462700615,"tags":[],"absolute_url":"/docket/69564418/68/giraudon-v-innovative-industrial-properties-inc/","date_created":"2025-12-22T00:52:33.680648-08:00","date_modified":"2026-05-28T23:40:26.065427-07:00","sha1":"3ec64a61a2817e21b2cd754f5836f3746f636a67","page_count":21,"file_size":497938,"filepath_local":"recap/gov.uscourts.mdd.574670/gov.uscourts.mdd.574670.68.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.mdd.574670/gov.uscourts.mdd.574670.68.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"    Case 1:25-cv-00182-GLR   Document 68   Filed 11/20/25   Page 1 of 21\n\n\n\n                 IN THE UNITED STATES DISTRICT COURT\n                    FOR THE DISTRICT OF MARYLAND\n\n\nIN TRE INNOVATIVE INDUSTRIAL       )\nPROPERTIES, INC. SECURITIES        )\nLITIGATION                         )        Case No. 1:25-CV-00182-GLR\n                                   )\n                                   )\n\n  DEFENDANTS\u2019 REPLY MEMORANDUM IN SUPPORT OF THEIR MOTION TO\nDISMISS LEAD PLAINTIFF\u2019S CONSOLIDATED CLASS ACTION COMPLAINT FOR\n            VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f         Case 1:25-cv-00182-GLR                         Document 68                 Filed 11/20/25               Page 2 of 21\n\n\n\n                                                   TABLE OF CONTENTS\n\nTABLE OF AUTHORITIES ...........................................................................................................ii.\n\nINTRODUCTION ...........................................................................................................................1\n\nARGUMENT ...................................................................................................................................2\n\n          I.         THE OPPOSITION DOES NOT CURE THE COMPLAINT\u2019S LACK OF\n                     FACTS. ....................................................................................................................2\n\n                     A.         The Facts Cited in the Complaint Fail to Create Adverse\n                                Inferences. ....................................................................................................2\n\n                     B.         The Remaining Cases Plaintiff Cites Support Dismissal.............................8\n\n          II.        PLAINTIFF FAILS TO OVERCOME NUMEROUS ARGUMENTS. .................9\n\n          III.       DEFENDANTS CORRECTLY IDENTIFIED NUMEROUS\n                     STATEMENTS AS FORWARD-LOOKING. ......................................................11\n\n          IV.        PLAINTIFF\u2019S SCIENTER ARGUMENT SIMLARLY FAILS...........................12\n\n          V.         THE OPPOSITION UNDERSCORES THE PROLIXITY OF THE\n                     COMPLAINT. .......................................................................................................14\n\nCONCLUSION ..............................................................................................................................15\n\n\n\n\n                                                                       i\n\f         Case 1:25-cv-00182-GLR                        Document 68                Filed 11/20/25             Page 3 of 21\n\n\n\n                                                 TABLE OF AUTHORITIES\n                                                                                                                                 Page(s)\n\nCases\n\nCity of Sterling Heights Police & Fire Ret. Sys. v. Abbey Nat\u2019l, PLC,,\n  423 F. Supp. 2d 348 (S.D.N.Y. 2006)......................................................................................... 8\n\nHandal v. Innovative Indus. Props., Inc.,\n  157 F.4th 279 (3d Cir. 2025) .................................................................................................... 10\n\nIn re Am. Int\u2019l Grp., Inc. 2008 Sec. Litig.,\n   741 F. Supp. 2d. 511 (S.D.N.Y. 2010)...................................................................................... 12\n\nIn re Emergent Biosolutions Inc. Sec. Litig.,\n   2023 WL 5671608 (D. Md. Sept. 1, 2023) ................................................................................. 8\n\nIn re Genworth Fin. Inc. Sec. Litig.,\n   103 F. Supp. 3d 759 (E.D. Va. 2015) ................................................................................... 5, 12\n\nIn re James River Gr. Holdings, Ltd. Sec. Litig.,\n   2023 WL 5538218 (E.D. Va. Aug. 28, 2023) ................................................................... 5, 6, 13\n\nIn re Marriott Int\u2019l, Inc., Customer Data Sec. Breach Litig.,\n   543 F. Supp. 3d 96 (D. Md. 2021) ............................................................................................ 12\n\nIn re Mut. Funds., Inv. Litig.,\n   437 F. Supp. 2d 444 (D. Md. 2006) .......................................................................................... 15\n\nIn re UBS AG Sec. Litig.,\n   2012 WL 4471265 (S.D.N.Y. 2012) ........................................................................................... 7\n\nIn re Virtu Fin., Inc. Sec. Litig.,\n   770 F. Supp. 3d 482 (E.D.N.Y. 2025) ........................................................................................ 8\n\nKeeney v. Larkin,\n  306 F. Supp. 2d 522 (D. Md. 2003) ............................................................................................ 8\n\nMatrixx Initiatives, Inc. v. Siracusano,\n 563 US. 27 (2011) ....................................................................................................................... 8\n\nNoble Asset Mgmt. v. Allos Therapeutics, Inc.,\n  2005 WL 4161977 (D. Colo. Oct. 20, 2005) .............................................................................. 7\n\nPhillips v. LCI Int\u2019l, Inc.,\n  190 F.3d 609 (4th Cir. 1999) ...................................................................................................... 4\n\nPlumhoff v. Cent. Mortg. Co.,\n  286 F. Supp. 3d 699 (D. Md. 2017) .......................................................................................... 15\n                                                                     ii\n\f         Case 1:25-cv-00182-GLR                       Document 68              Filed 11/20/25             Page 4 of 21\n\n\n\nRaab v. Gen. Physics Corp.,\n  4 F.3d 286 (4th Cir. 1993) ...................................................................................................... 7, 9\n\nTchrs. Ret. Sys. of LA v. Hunter,\n  477 F.3d 162 (4th Cir. 2007) .................................................................................................... 13\n\nTchatchou v. India Globalization Cap. Inc.,\n  2021 WL 307415 (D. Md. Jan. 29, 2021) ............................................................................... 4, 5\n\n\n\n\n                                                                  iii\n\f         Case 1:25-cv-00182-GLR          Document 68        Filed 11/20/25      Page 5 of 21\n\n\n\n          Defendants,1 by and through their counsel, respectfully submit this Reply Memorandum of\n\nLaw in support of their Motion to Dismiss Lead Plaintiff\u2019s Complaint.\n\n                                         INTRODUCTION\n\n          On August 22, 2025, Defendants filed their Motion to Dismiss the Complaint, and\n\naccompanying Memorandum (Dkt. 60, 60-1, the \u201cMemorandum\u201d or \u201cMem.\u201d). Defendants argued\n\nthat the Complaint should be dismissed with prejudice due to its (i) failure to state a claim for any\n\nviolation of Section 10(b) and Rule 10b-5 under the PSLRA, and (ii) failure to state a claim for\n\nindividual liability on behalf of the manager Defendants. Defendants further argued that the\n\nComplaint should be dismissed, not based on the Complaint\u2019s length, but due to its redundancy\n\nand overall confusing content. On October 21, 2025, Plaintiff filed its Opposition to the Motion to\n\nDismiss (the \u201cOpposition\u201d or \u201cOpp.\u201d).\n\n          Plaintiff\u2019s Opposition doubles down on the deficient theories of the Complaint. First,\n\nPlaintiff argues that Defendants must have misrepresented due diligence performed years before\n\nthe class period when accepting four tenants, which ultimately became IIPR\u2019s paying tenants with\n\nlong payment histories. Second, Plaintiff argues that Defendants were entitled to receive, and did\n\nreceive on a regular basis, periodic financial data from each of those four tenants (despite failing\n\nto plead facts in support). Third, Plaintiff contends that publicly-available information, which was\n\npart of the \u201ctotal mix\u201d of information available to investors, reported that each of those four tenants\n\nencountered material financial difficulties. Fourth, Plaintiff simply presumes, based on zero\n\nconfidential sources or non-public information, that data Defendants allegedly received enabled\n\nthem to predict that those four tenants were going to default in the near-term, but Defendants\n\nconcealed such knowledge from the market or misled the market with allegedly false assurances.\n\n\n1\n    Defined terms from the Motion to Dismiss the Complaint and Memorandum are used herein.\n\nDefendants\u2019 Reply Memorandum in Support of Motion to Dismiss                             Page 1 of 17\n\f       Case 1:25-cv-00182-GLR           Document 68        Filed 11/20/25      Page 6 of 21\n\n\n\n       This tortured theory breaks down with even a cursory inspection. First, the factual\n\nconnections Plaintiff irrationally attempts to make are temporally unsound, undercutting any\n\ninferences. Second, there are no well-pled facts suggesting that Defendants had a clairvoyant\n\nvision from a crystal ball about these tenants\u2019 futures and likelihood of defaulting\u2014or at least any\n\ninformation better than that already known by the market. Third, the Opposition and Complaint\n\nmake clear that Plaintiff\u2019s theory is grounded in information available to the investing public\u2014\n\ninformation the market is presumed to have in the efficient market necessary for Plaintiff\u2019s fraud-\n\non-the-market claims. While making these arguments, Plaintiff relies on inapposite case law, fails\n\nto address (i) its editorial manipulation of Defendants\u2019 statements, (ii) allegations in the Complaint\n\nthat lack supporting facts, (iii) and the forward-looking nature of Defendants\u2019 statements, and fails\n\nto allege scienter in its prolix Complaint. For these reasons, detailed further below, Plaintiff\u2019s\n\nclaims should be dismissed.\n\n                                           ARGUMENT\n\nI.     THE OPPOSITION DOES NOT CURE THE COMPLAINT\u2019S LACK OF FACTS.\n\n       Defendants argued that the Complaint concluded\u2014but did not prove or otherwise show\u2014\n\nthat Defendants made any false or misleading statements that would constitute a violation of\n\nSection 10(b) or Section 20(a). The Opposition fails to rebut these arguments, underscoring the\n\nComplaint\u2019s flaws, and warranting dismissal.\n\n       A.      The Facts Cited in the Complaint Fail to Create Adverse Inferences.\n\n                1.    The Complaint\u2019s Temporal Infirmities Undercut Allegations of Falsity.\n\n       Plaintiff\u2019s roughly 10-page Statement of Facts mirrors the Complaint, complete with copy\n\nand pasted snippets of statements with argument added on top. See, e.g., Opp. at 4 (alleging that\n\nDefendants \u201cplaced special emphasis\u201d on risk mitigation by citing to an 88 paragraph passage of\n\n\n\nDefendants\u2019 Reply Memorandum in Support of Motion to Dismiss                            Page 2 of 17\n\f       Case 1:25-cv-00182-GLR            Document 68        Filed 11/20/25       Page 7 of 21\n\n\n\nthe Complaint); Opp. at 6 (claiming Defendants \u201cassured investors\u201d of tenants\u2019 solid financial\n\nfooting\u201d while quoting that Defendants \u201cfeel very good about our current tenant roster\u201d).\n\n        Contextualizing Plaintiff\u2019s Statement of Facts proves just how lacking its claims are. In\n\naddition to offering numerous concessions in the Statement of Facts that Plaintiff\u2014and investors\n\nwrit large\u2014had access to public information such that they understood the cannabis industry\n\nbrings with it \u201cconcentrated and acute\u201d risks (Opp. at 3), Plaintiff repeats its allegations that it had\n\naccess to facts about IIPR\u2019s tenants \u201cfrom SEC disclosures, public sources, and court filings []\n\nshow[ing] that the Defaulting Tenants were near financial collapse.\u201d Opp. at 7. Plaintiff once again\n\ndoes not indicate how or when it learned of this publicly available information, only that the\n\ninformation was public, and that it was \u201ccontemporaneous.\u201d Opp. at 8. Among these allegedly\n\n\u201ccontemporaneous\u201d facts were warnings in public filings by 4Front, Gold Flora, and Tilt \u201cfrom as\n\nearly as 2023\u201d that those tenants\u2019 auditors had questions about the companies\u2019 ability to continue\n\nas going concerns. Opp. at 7, Compl. \u00b6 69. But warnings in 2023 are temporally remote from\n\nstatements made by Defendants a year later, 4Front or Tilt ceasing rent payments in September\n\n2024 (Compl. \u00b6 81), PharmaCann ceasing rent payments in December 2024 (Compl. 82), or Gold\n\nFlora\u2019s dissolution on March 27, 2025 (Compl. \u00b6 68d). Indeed, even if (allegedly) auditors had\n\ndoubts regarding those entities\u2019 status as a going concern, they went years both as going concerns\n\nand rent-paying tenants. Moreover, disclosures in public filings made before February 2024, the\n\nstart of the purported Class Period, were accessible to Plaintiff before it started investing in IIPR.\n\n        Similarly, the Opposition fails to address the facts and arguments advanced by Defendants\n\nregarding the timing of the allegedly flawed diligence. As noted in the Memorandum, IIPR\n\nperformed diligence on potential tenants\u2014before taking these businesses on as tenants. See Mem.\n\nat 6, quoting 2023 10-K at 25. Again, timing is critical and, here, fatal to Plaintiff\u2019s narrative.\n\n\nDefendants\u2019 Reply Memorandum in Support of Motion to Dismiss                              Page 3 of 17\n\f       Case 1:25-cv-00182-GLR           Document 68         Filed 11/20/25      Page 8 of 21\n\n\n\nPharmaCann signed its first lease in 2016. Compl. \u00b6 29. The opposition fails to recognize the\n\ntemporally remote onboarding of 4Front, Gold Flora, and Tilt, years before the alleged class\n\nperiod. In other words, the Complaint fails to explain the temporal gap between any allegedly\n\nfaulty diligence of IIPR\u2019s \u201cpotential tenants\u201d and the ultimate default of those tenants.\n\n                2.     Plaintiff Fails to Plead Facts, Through Confidential Witnesses or\n                       Otherwise, That Foresaw Any Specific Tenant Default.\n\n       Defendants\u2019 primary argument in the Memorandum is that Plaintiff fails to adduce any\n\nspecific facts to support an inference of knowledge, or reckless ignorance of falsity. Past the four\n\ntenants at issue being financially distressed, Plaintiff pled no facts indicating that Defendants\n\nknew, or should have known, that any default was imminent. While the public information\n\ndisclosed by the four tenants may suggest they might default, Plaintiff cites no confidential\n\nwitnesses, internal documents, or contemporaneous facts showing any knowledge that these\n\ntenants would default. See Phillips v. LCI Int\u2019l, Inc., 190 F.3d 609, 615 (4th Cir. 1999) (affirming\n\ndismissal under the PSLRA where Plaintiffs mischaracterized facts in the public record and their\n\nallegations were \u201cnot based on any confidential or private information[,]\u201d thus providing no\n\ngrounds for statements to be deemed false or misleading). In its Opposition, Plaintiff argues that\n\nit need not do so. Opp. at 17. But the cases on which it relies are all distinguishable.\n\n       Plaintiff advances Tchatchou v. India Globalization Cap. Inc., 2021 WL 307415 (D. Md.\n\nJan. 29, 2021), for the tenet that a complaint need not provide confidential witness testimony. Opp.\n\nat 18. In Tchatchou (which does not discuss confidential witness testimony at all), the Court relied\n\non the plaintiff\u2019s presentation of contemporaneous facts which proved the impossibility of\n\nstatements that a company had a contract with a company to produce CBD drinks in Malaysia,\n\nwhich was illegal in that country. *7-8. This contemporaneous fact made the company\u2019s statement\n\nin Tchatchou a direct and clear lie. Plaintiff has pled nothing of the sort here. Indeed, Plaintiff\u2019s\n\nDefendants\u2019 Reply Memorandum in Support of Motion to Dismiss                               Page 4 of 17\n\f       Case 1:25-cv-00182-GLR            Document 68        Filed 11/20/25      Page 9 of 21\n\n\n\nclosest argument, unsupported by fact, is that it must have been impossible for Defendants not to\n\nknow that their tenants were on the precipice of default, because they monitored their tenants.\n\nThese allegations\u2014which rely on numerous assumptions rather than incontrovertible fact\u2014are\n\nnothing like those in Tchatchou. Here, all Plaintiff has is speculation.\n\n       Plaintiff most heavily relies on In re Genworth Fin. Inc. Sec. Litig., 103 F. Supp. 3d 759\n\n(E.D. Va. 2015), citing it passim throughout its Opposition. But this case, which is not binding on\n\nthis court in the first instance, proves just how threadbare the Complaint is here. Plaintiff relies on\n\nGenworth because it involves allegations that a company falsely represented it was doing a\n\n\u201creview.\u201d As Plaintiff puts it, the court there found that \u201cassurances of a \u2018broad, intensive review\u2019\n\nof a business line were misleading for omitting that defendants did not conduct such a review.\u201d\n\nOpp. at 15. What Plaintiff fails to disclose is that the defendants in Genworth had provided specific\n\nstatements about the review, including how long it took and that it was completed in 2013, but\n\nlater directly admitted that they had not undertaken such a review. Genworth, 103. F. Supp. 3d at\n\n772-773. In other words, that plaintiff\u2019s claim for falsity of the \u201creview\u201d statement survived\n\nbecause it alleged actual falsity based on a direct admission. Here, Plaintiff does no such thing,\n\ninstead alleging that statements about conducting diligence must have been false because the\n\ntenants ultimately failed. Claims like these in Genworth, where the plaintiff \u201cfailed to prove\n\nsufficient facts to establish a reasonable belief in the falsity of [the] statements[,]\u201d were summarily\n\ndismissed. Id. at 782. Plaintiff\u2019s allegations here are irrefutably akin to the latter claims and\n\ntherefore warrant dismissal.\n\n       Plaintiff\u2019s reliance on In re James River Gr. Holdings, Ltd. Sec. Litig., 2023 WL 5538218\n\n(E.D. Va. Aug. 28, 2023) is equally misplaced. In that case, the court allowed a Section 10(b)\n\nclaim to survive because the plaintiffs had cited to direct testimony from an earlier litigation in\n\n\nDefendants\u2019 Reply Memorandum in Support of Motion to Dismiss                             Page 5 of 17\n\f      Case 1:25-cv-00182-GLR            Document 68        Filed 11/20/25       Page 10 of 21\n\n\n\nwhich the company\u2019s directors directly admitted to the falsity of the relevant statements, as well\n\nas interview testimony from a former employee who likewise admitted to the falsity. Id. at *11.\n\nPlaintiff has not advanced any admissions, or confidential statements, to support its conclusion\n\nthat Defendants lied about conducting diligence on their tenants. The case law Plaintiff cites refutes\n\nPlaintiff\u2019s contention that it need not cite a confidential witness, internal documents, or any\n\ncontemporaneous facts.\n\n       Plaintiff\u2019s citation to facts suggesting that IIPR\u2019s tenants were in financial distress likewise\n\ndoes not create an inference that Defendants had specific undisclosed knowledge. Setting aside\n\nthat these facts are not actionable because they were known to the market (discussed below), the\n\nfacts alleged fail to show that Defendants foresaw any tenant default. Plaintiff alleges that \u201cas early\n\nas 2023\u201d auditors for 4Front, Gold Flora, and Tilt \u201chad substantial concerns about these companies\n\nbeing able to continue as going concerns\u201d and the companies were so \u201cwarning their investors.\u201d\n\nOpp. at 18-19. Indeed, Plaintiff even puts forth tables showing that these tenants had negative\n\nworking capital going back to 2022:\n\n\n\n\nCompl. \u00b6 70. But all this shows is that everyone knew these tenants were in distress. Plaintiff\u2019s\n\nconclusion that \u201cDefendants knew or recklessly disregarded that [these tenants] were on the\n\nprecipice of financial collapse\u201d is flawed because Plaintiff has alleged no facts indicating\n\nDefendants\u2019 Reply Memorandum in Support of Motion to Dismiss                             Page 6 of 17\n\f      Case 1:25-cv-00182-GLR           Document 68       Filed 11/20/25     Page 11 of 21\n\n\n\nDefendants had financial information that was unavailable to the market forecasting a future\n\ndefault. Moreover, Plaintiff\u2019s assumption is further undermined by the fact that these tenants paid\n\nrent (and avoided default) through the latter half of 2024.\n\n               3.      Publicly Known Facts Are Not Actionable.\n\n       As discussed above, Plaintiff relies on public filings by tenants already known by the\n\nmarket. Unfortunately for Plaintiff, this works in Defendants\u2019 favor\u2013Plaintiff cannot allege fraud\n\nwhen it had access to the same information. Indeed, the public nature of those facts requires\n\ndismissal of Plaintiff\u2019s claims. See Raab v. Gen. Physics Corp., 4 F.3d 286, 290 (4th Cir. 1993)\n\n(noting that failure to disclose material information may be excused where the information at issue\n\n\u201chas been made credibly available to the market by other sources\u201d) (citations omitted). \u201cWhen a\n\nplaintiff complains that a defendant failed to disclose a material fact necessary to make its\n\nstatement not misleading, the concealed information must be information known to the defendants\n\nthat is not otherwise available to the investing public.\u201d Noble Asset Mgmt. v. Allos Therapeutics,\n\nInc., 2005 WL 4161977, at *7 (D. Colo. Oct. 20, 2005). Generally speaking, information \u201cin the\n\npublic domain\u201d is held to be immaterial in PSLRA cases time and time again. See In re UBS AG\n\nSec. Litig., 2012 WL 4471265, at *32 (S.D.N.Y. 2012) (\u201cThe law in this Circuit is clear that a\n\nparty \u2018can be relieved of a duty to disclose when certain developments affecting a corporation\n\nbecome matters of general public knowledge\u2019\u201d) (citation modified).\n\n       As argued at length in the Memorandum, and not overcome in the Opposition, Plaintiff has\n\nnot alleged the existence of any facts that were only known to IIPR that would have made any of\n\nits statements false or misleading. Since the same mix of information was available to Defendants\n\nas Plaintiff\u2014a sophisticated entity in its own right\u2014and in many cases was available to Plaintiff\n\nfor many years, Plaintiff cannot credibly allege that Defendants made false or misleading\n\nstatements because contextualizing information was already available.\nDefendants\u2019 Reply Memorandum in Support of Motion to Dismiss                          Page 7 of 17\n\f      Case 1:25-cv-00182-GLR            Document 68      Filed 11/20/25      Page 12 of 21\n\n\n\n       B.      The Remaining Cases Plaintiff Cites Support Dismissal.\n\n       The remaining case law cited by Plaintiff does not help Plaintiff\u2019s argument. Rather, it\n\ndemonstrates how Plaintiff\u2019s claim fail, because all are cases in which claims without factual\n\nsupport were dismissed, and only those where the plaintiff had provided factual support survived.\n\nSee In re Emergent Biosolutions Inc. Sec. Litig., 2023 WL 5671608 (D. Md. Sept. 1, 2023), Opp.\n\nat 17 (allowing Section 10(b) claims to survive where Plaintiffs adduced specific facts that FDA\n\nand auditors had discovered problems, as well as New York Times reports of known issues with\n\ndefendants\u2019 products); City of Sterling Heights Police & Fire Ret. Sys. v. Abbey Nat\u2019l, PLC, 423\n\nF. Supp. 2d 348, 358 (S.D.N.Y. 2006), Opp. at 17 (denying motion to dismiss as to claims where\n\nplaintiffs identified statements from a confidential source as well as later manager admissions, but\n\ndismissing others because \u201c[k]nowledge of potential concerns about certain holdings in the\n\nportfolio, without more, does not preclude optimistic statements about overall future\n\nperformance\u201d); In re Virtu Fin., Inc. Sec. Litig., 770 F. Supp. 3d 482, 516 (E.D.N.Y. 2025), Opp.\n\nat 17 (dismissing numerous claims where plaintiff failed to \u201cplead facts demonstrating that\n\nDefendants made\u2026 statements with actual knowledge of their falsity[]\u201d and where \u201cPlaintiff only\n\nmakes conclusory allegations that \u2018Defendants knew\u2019\u201d); Keeney v. Larkin, 306 F. Supp. 2d 522\n\n(D. Md. 2003), Opp. at 18 (same).\n\n       Plaintiff\u2019s citation to Matrixx Initiatives, Inc. v. Siracusano\u00b8 563 US. 27, 37 (2011) is\n\nlikewise unpersuasive. This is because Plaintiff\u2019s quote\u2014while attributed to the Supreme Court\u2014\n\nis actually just a recitation from Rule 10b-5. Opp. at 20. But in the Memorandum, Defendants\n\nquote analysis in that same case in which the Supreme Court said that this rule \u201cdo[es] not create\n\n[a duty] to disclose any and all material information.\u201d Matrixx, at 44, Mem. at 20. Accordingly,\n\nMatrixx does not add to the analysis.\n\n\n\nDefendants\u2019 Reply Memorandum in Support of Motion to Dismiss                           Page 8 of 17\n\f      Case 1:25-cv-00182-GLR           Document 68       Filed 11/20/25      Page 13 of 21\n\n\n\n       Plaintiff\u2019s cases underscore the Complaint\u2019s failings for an additional and distinct reason:\n\nin every case Plaintiff cites, the relevant defendants were all charged with having knowledge of\n\nspecific facts about their own businesses, and when the plaintiff could not prove knowledge of\n\nsuch facts about the defendant\u2019s own business, the claims were dismissed. Here, however, Plaintiff\n\nconcludes that Defendants had knowledge of specific facts about other businesses (the tenants) yet\n\nadvances no proof of any such actual knowledge. As discussed above, Plaintiff is charged with the\n\nsame knowledge as Defendants where the Complaint\u2019s allegations rely on public information. See\n\nsupra at p. 7 (citing Raab, at 289). This is undoubtedly true as to public information about third\n\nparties versus Defendants\u2019 business itself. Given this additional distance between Defendants and\n\nthe facts at issue, Plaintiff\u2019s failure to plead any specific facts regarding Defendants\u2019 direct\n\nknowledge of the detailed goings-on of other companies is especially egregious.\n\nII.    PLAINTIFF FAILS TO OVERCOME NUMEROUS ARGUMENTS.\n\n       Plaintiff\u2019s Opposition presents inaccurate descriptions or misleading characterizations\n\nregarding a number of well-pled arguments advanced in the Memorandum. Multiple times\n\nthroughout its Opposition, Plaintiff misattributes arguments, quotes to wrong sections of the\n\nComplaint, and otherwise continues to press its inaccurate allegations in the hope of surviving\n\ndismissal. But creative writing does not save the Complaint.\n\n       In the Memorandum, Defendants provide, as Plaintiff puts it, more than 700 pages of\n\nexhibits\u2014all of which were necessary to attempt to make sense of Plaintiff\u2019s meandering\n\nComplaint. Among those exhibits are detailed breakdowns of Plaintiff\u2019s misquotes,\n\nmisinterpretations, and missed warnings. See Mem. Exs. 17-19 (Dkt. 60-20 to 60-22). Despite\n\nbeing faced with these statements in black and white, Plaintiff nonetheless announces that the\n\nComplaint set out challenged statements \u201cverbatim.\u201d Opp. at 19. So too, Plaintiff argues that the\n\ndozens of pages in these exhibits show \u201cnothing that Plaintiff actually misquoted.\u201d To the contrary,\nDefendants\u2019 Reply Memorandum in Support of Motion to Dismiss                           Page 9 of 17\n\f      Case 1:25-cv-00182-GLR            Document 68         Filed 11/20/25      Page 14 of 21\n\n\n\nExhibit 17 shows Plaintiff selectively quoted statements, failed to provide important contextual\n\nelements, or actually quoted other documents for propositions it then attributed to other statements.\n\n       A glaring example of the \u201ceditorial manipulation\u201d Plaintiff denies is found in Plaintiff\u2019s\n\nargument that \u201cDefendants claim it is an unsupported \u2018leap of logic\u2019 to conclude that Defendants\n\nwere monitoring all of IIPR\u2019s tenants\u201d when \u201cno leap is required.\u201d Opp. at 20. The Complaint\n\nalleges \u201cDefendants repeatedly told investors that all tenants \u2026 were subject to \u2026 \u2018Meetings with\n\ntenants to talk through operations and financials.\u201d See Mem at 17, Compl. \u00b6\u00b6 61, 75. But the actual\n\nstatement at issue is that Defendants were monitoring their tenants, and \u201cin some instances,\u201d met\n\nwith tenants to discuss more matters. Compl. \u00b6\u00b6 60, 89, 168. Monitoring tenants and meeting with\n\nall tenants to talk through operations and financials are different statements, and Defendants never\n\nsaid the latter. Indeed, the Third Circuit has rejected other plaintiffs\u2019 efforts to omit and gloss over\n\nthis precise \u201cin some instances\u201d phrase. Handal v. Innovative Indus. Props., Inc., 157 F.4th 279,\n\n296 (3d Cir. 2025) (acknowledging that plaintiff\u2019s quote \u201comits three critical words: \u2018in some\n\ninstances\u2019\u201d and affirming dismissal of complaint with prejudice). Plaintiff\u2019s double-down on this\n\nsimply untrue allegation is telling\u2014it has been tried before and rejected.\n\n       But even if Defendants had said that they met with every tenant and provided specific dates\n\nand points of discussion, it still would not make a difference. This is because\u2014unlike the case law\n\nrequires\u2014Plaintiff has pled nothing to suggest either that such meetings (i) never happened or (ii)\n\nthat information was obtained that was inconsistent with what the market already knew. Plaintiff\u2019s\n\nComplaint\u2014and the Opposition\u2014raise questions (\u201cBut how could Gold determine what the risk\n\nprofile actually was as compared to the potential rate of return without the Company doing the due\n\ndiligence and monitoring necessary to determine that risk?\u201d), but offer no viable factual allegations\n\nto meet the PSLRA\u2019s pleading standard. Thus, the Complaint must be dismissed.\n\n\nDefendants\u2019 Reply Memorandum in Support of Motion to Dismiss                             Page 10 of 17\n\f       Case 1:25-cv-00182-GLR           Document 68         Filed 11/20/25      Page 15 of 21\n\n\n\nIII.    DEFENDANTS CORRECTLY IDENTIFIED NUMEROUS STATEMENTS AS\n        FORWARD-LOOKING.\n\n        Defendants also provide pages of warnings and other cautionary language, which\n\nconclusively establish that many of the statements at issue in the Complaint were indeed forward-\n\nlooking. In response, Plaintiff argues it is Defendants who have cherry-picked statements, none of\n\nwhich are forward looking or opinion. The statements Plaintiff argues are factual and\n\nretrospective? \u201cWe feel very confident in the Illinois market\u201d and \u201cwe feel very positive about the\n\nfuture resolution for these issues.\u201d Compl. \u00b6 131, Mem. at 20-21. Plaintiff\u2019s argument that these\n\nare \u201cpresent or historical facts\u201d is preposterous. Simply because these statements are in the same\n\ndocument as other historical facts (none of which Plaintiff actually challenges as false) do not\n\nmake these statements historical or false. Plaintiff fails to adduce any facts to show falsity, which\n\nwould require facts suggesting that: (1) IIPR did not make an investment in 4Front\u2019s Illinois\n\nfacility; (2) there were no significant delays in construction to 4Front\u2019s facility; (3) there was no\n\nimpact on 4Front\u2019s cash flow; (4) Illinois is not a top 5 market in the U.S.; or (5) IIPR is not looking\n\nto maximize the value of its portfolio. Thus, Plaintiff\u2019s argument fails.\n\n        Beyond this issue, Plaintiff simply ignores the entire paragraph\u2014and accompanying multi-\n\npage exhibit\u2014in which Defendants show the precise \u201cmeaningful cautionary language\u201d Plaintiff\n\nargues is missing. Plaintiff instead argues\u2014without actual support\u2014that Defendants were\n\nrequired to provide some sort of specific cautionary language about their tenants\u2019 \u201cteetering\n\nfinances.\u201d Opp. at 22. Once again, this is inapposite, as the direct quotation Plaintiff relies upon\n\n(\u201ccautionary language \u2018inadequate to shield defendants from liability for failing to disclose known\n\nspecific risks\u2019\u201d) demands that specific risks be known. Opp. at 22 (quoting In re Am. Int\u2019l Grp.,\n\nInc. 2008 Sec. Litig., 741 F. Supp. 2d. 511, 531 (S.D.N.Y. 2010)).\n\n\n\n\nDefendants\u2019 Reply Memorandum in Support of Motion to Dismiss                             Page 11 of 17\n\f      Case 1:25-cv-00182-GLR            Document 68        Filed 11/20/25       Page 16 of 21\n\n\n\n       Plaintiff\u2019s arguments as to puffery suffer similar defects. Relying on Genworth and City of\n\nSterling, Plaintiff argues that a statement about IIPR \u201cvery much lik[ing] the position\u201d of its tenants\n\nis pointed and specific. The Genworth and City of Sterling courts, however, explained that\n\nstatements of opinion, which include statements of \u201cthink\u201d or \u201cbelieve\u201d are not actionable as a\n\nstatement of opinion. See Genworth, 103 F. Supp. 3d at 778 (explaining that use of \u201cI believe\u201d or\n\n\u201cI think\u201d can \u201ctransform a statement of fact into opinion\u201d) (internal citations omitted).\n\n       Plaintiff\u2019s entire Complaint\u2014and thus the Opposition\u2014relies on one baseline assumption:\n\nthat Defendants must have known that their tenants were going to default. Without this critical\n\nassumption, the Complaint falls apart, and every case in the Opposition becomes completely\n\ninapposite. Repeating an accusation over and over is insufficient. Rather, Plaintiff must show the\n\nCourt facts at least suggesting Defendants knew their tenants would imminently default. Plaintiff\n\ndoes not, because the real argument the Opposition advances is that the tenants did default,\n\ntherefore Defendants must have known. This is purely \u201cimpermissible [pleading] fraud by\n\nhindsight.\u201d See In re Marriott Int\u2019l, Inc., Customer Data Sec. Breach Litig., 543 F. Supp. 3d 96,\n\n150 (D. Md. 2021) (dismissing claims as \u201cfraud by hindsight\u201d where plaintiffs relied on a later\n\nreport, but pled \u201cnothing at all about any of the individual Defendants or what they knew at the\n\ntime the allegedly false or misleading statements were made\u201d).\n\nIV.    PLAINTIFF\u2019S SCIENTER ARGUMENT SIMLARLY FAILS.\n\n       Plaintiff\u2019s scienter argument is a rehash of its prior arguments, and restatement of the\n\nComplaint. According to Plaintiff, because tenants defaulted, and because IIPR conducted\n\ndiligence on potential tenants before signing them to leases, the only possible inference is that\n\nDefendants did or should have known about their imminent defaults. But, this is based solely on\n\nthe facts in the prior sentence: (1) tenants defaulted; and (2) IIPR conducted due diligence. See\n\n\n\nDefendants\u2019 Reply Memorandum in Support of Motion to Dismiss                            Page 12 of 17\n\f      Case 1:25-cv-00182-GLR          Document 68        Filed 11/20/25      Page 17 of 21\n\n\n\nOpp. at 23-24 (\u201cIIPR stated that it \u2018rel[ied] on our management team to perform due diligence\n\ninvestigations of our potential tenants\u2026\u201d Compl. \u00b6 91 (emphasis added)).\n\n       Plaintiff unwittingly concedes the issue here, arguing \u201cit is plausible to infer\u201d one of two\n\noptions regarding IIPR\u2019s alleged scienter. Opp. at 24. One of two options being plausible does not\n\nmeet the high standard in the Fourth Circuit of \u201calleg[ing] facts that support a \u2018strong inference\u2019\n\nthat each defendant acted with at least recklessness in making the false statement.\u201d Mem. at 22\n\n(quoting Tchrs. Ret. Sys. of LA v. Hunter, 477 F.3d 162, 184 (4th Cir. 2007)). Plaintiff argues in\n\npassing that the possibility a landlord can have tenants who default \u201cis certainly not more\n\ncompelling\u201d than a nefarious plot between a company and its managers.\n\n       Plaintiff instead argues it proved scienter by recasting a statement that IIPR was monitoring\n\nits tenants to mean they \u201cpossessed knowledge of the true state of affairs\u201d of those tenants. Opp.\n\nat 26 (quoting James River, at *19). But the James River defendants said they did a deep dive into\n\ntheir company\u2019s finances \u201cevery single quarter,\u201d and then the plaintiff adduced facts and testimony\n\nthat no such deep dive had occurred\u2014alleging that the company and its managers actually had\n\naccess to information (because it was their company) that would contradict their representations.\n\nHere, Plaintiff argues that Defendants must have had IIPR\u2019s tenant\u2019s information\u2014but alleges no\n\nfacts. In other words, Plaintiff has not actually argued that any statement by any Defendant\n\nregarding a \u201cdeep dive\u201d or conducting diligence was in fact false or misleading. Plaintiff has not\n\nprovided any information to suggest that there was (i) no deep dive, (ii) no diligence, or (iii) no\n\nmeetings. Instead, Plaintiff argues that there is no way Defendants could have ever done diligence\n\nbecause the tenants defaulted. The Court is not required to accept this argument as fact, and it is\n\ncertainly not required to take conclusory argument as fact. Moreover, to do so would erroneously\n\nallow the long-rejected technique of pleading fraud by hind-sight.\n\n\nDefendants\u2019 Reply Memorandum in Support of Motion to Dismiss                         Page 13 of 17\n\f      Case 1:25-cv-00182-GLR           Document 68        Filed 11/20/25      Page 18 of 21\n\n\n\n       This tactic is most egregious in footnote 17, where Plaintiff states as absolute fact that\n\nDefendants \u201chad the specific tenant financial information that would have alerted them of the risk.\u201d\n\nOpp. at 26, n.17. But no fact was pled to support this statement. Plaintiff\u2019s protestations prove\n\nunequivocally that it indeed \u201cstack[s] inference upon inference\u201d\u2014assuming (a) that because two\n\nof IIPR\u2019s leases had a specific provision (including one from 2019) all leases must have had that\n\nprovision, (b) that the tenants actually provided documents under that lease term, and (c) that\n\ninformation showed more than what the market knew. Plaintiff presents all of these assumptions\n\nas fact. This fails to meet the pleading standards. See also supra at p.7 (Raab).\n\n       Finally, Plaintiff fails to rebut Defendants\u2019 argument about a lack of motive. Plaintiff does\n\nnot argue that Defendants saw additional investments, additional income, or otherwise received\n\nany benefit whatsoever from any purported fraud or delay. Nor does Plaintiff argue it would have\n\neven been possible for IIPR\u2019s stock price to hit the levels necessary for a payout. Just because\n\nPlaintiff\u2014and IIPR\u2014lost money on a risky proposition does not point to fraud.\n\nV.     THE OPPOSITION UNDERSCORES THE PROLIXITY OF THE COMPLAINT.\n\n       Plaintiff incorrectly argues that Defendants\u2019 prolixity argument \u201crests on a misreading of\n\nthe Complaint,\u201d because Rule 8 is proper when complaints are confusing and hard to understand.\n\nOpp. at 28-29. Defendants\u2019 prolixity argument is not based on the Complaint\u2019s length. Rather,\n\nDefendants identified cases where this Court dismissed far shorter complaints due to their\n\nrepetitive and conclusory nature. See Mem. at 12. That Defendants had to seek, analyze, and\n\nappend \u201cover 700 pages of exhibits\u201d in an attempt to understand what Plaintiff was actually trying\n\nto convey proves Defendants\u2019 point further. Defendants admit in the Memorandum that they\n\nconsented to a longer Complaint\u2014but that does not give Plaintiff carte blanche to submit a\n\nredundant, confusing, and meandering pleading that leaves the reader scratching their head about\n\nrelevant facts and allegations. Even if the Complaint was half as long, it would still suffer from\nDefendants\u2019 Reply Memorandum in Support of Motion to Dismiss                         Page 14 of 17\n\f         Case 1:25-cv-00182-GLR             Document 68         Filed 11/20/25       Page 19 of 21\n\n\n\nthese same deficiencies, and would merit dismissal for prolixity. See Mem. at 12 (citing Plumhoff\n\nv. Cent. Mortg. Co., 286 F. Supp. 3d 699, 702 (D. Md. 2017)).\n\n          Plaintiff\u2019s threadbare argument regarding group pleading is likewise unavailing. The\n\nComplaint does not detail facts specified to each individual defendant.2 Plaintiff responds to this\n\nnoted deficiency by citing to three paragraphs of the Complaint that identify three individual\n\nDefendants as responsible for specific statements. The rest of the Complaint\u2014namely paragraphs\n\n1 through 278, which are incorporated by reference into Plaintiff\u2019s two-paragraph-long Count II\u2014\n\ngo completely unaddressed. This is not enough and neither is Plaintiff\u2019s conclusory, blanket\n\nstatement that every Defendant is liable for every statement made because each could \u201ccontrol\n\npublic statements about IIPR.\u201d Opp. at 29. Plaintiff\u2019s group pleading warrants dismissal.\n\n          Plaintiff\u2019s attempt to cure its \u201ccontrol person liability\u201d pleading deficiencies is also\n\ninsufficient. Plaintiff cites to 10 paragraphs from its Complaint that contain references to slides\n\nidentifying individual Defendants as \u201csenior management.\u201d Plaintiff then (a) assumes that such\n\nidentified Defendants prepared those slides (Compl. \u00b6 98) or (b) reiterates the same rote (and often\n\nconclusory) allegations that an individual had a \u201crole as a manager\u201d and management played a role\n\nin overseeing tenants. And from there, Plaintiff concludes that \u201cthe most compelling inference\u201d\n\nwas direct knowledge of falsity (id. 105, 108, 116, 151, 182, 200, 215). These boilerplate and\n\nunsupported allegations will not prop up a Section 20(a) claim. Count II should be dismissed.\n\n                                              CONCLUSION\n\n          For the foregoing reasons, the Court should dismiss the Complaint with prejudice.\n\n\n\n\n2\n    See Mem. at 9 (citing In re Mut. Funds., Inv. Litig., 437 F. Supp. 2d 444, 446 (D. Md. 2006)).\n\nDefendants\u2019 Reply Memorandum in Support of Motion to Dismiss                                  Page 15 of 17\n\f     Case 1:25-cv-00182-GLR      Document 68      Filed 11/20/25       Page 20 of 21\n\n\n\n\nDated: November 20, 2025                   Respectfully submitted,\n\n\n\n                                           /s/ Jarren N. Ginsburg\n                                           Jarren N. Ginsburg\n                                           FOLEY & LARDNER LLP\n                                           Washington Harbour\n                                           3000 K Street, N.W.\n                                           Suite 600\n                                           Washington, D.C. 20007-5109\n                                           202.295.4071\n                                           Facsimile: 202.672.5399\n                                           jginsburg@foley.com\n\n                                            Todd A. Murray (admitted pro hac vice)\n                                            Andrew A. Howell (admitted pro hac vice)\n                                            2021 McKinney Avenue, Suite 1600\n                                            Dallas, TX 75201-3340\n                                            214.999.4862\n                                            tmurray@foley.com\n                                            ahowell@foley.com\n\n\n                                            Attorneys for Defendants\n\n\n\n\nDefendants\u2019 Reply Memorandum in Support of Motion to Dismiss                 Page 16 of 17\n\f     Case 1:25-cv-00182-GLR         Document 68     Filed 11/20/25    Page 21 of 21\n\n\n\n                              CERTIFICATE OF SERVICE\n\n\n       I HEREBY CERTIFY that on this 20th day of November, 2025, a true and correct copy\n\nof the above and foregoing DEFENDANTS\u2019 REPLY MEMORANDUM IN SUPPORT OF\n\nTHEIR MOTION TO DISMISS LEAD PLAINTIFF\u2019S CONSOLIDATED CLASS ACTION\n\nCOMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS was filed and\n\nserved via CM/ECF upon all counsel of record.\n\n\n\n                                                       /s/ Jarren N. Ginsburg\n                                                       Jarren N. Ginsburg\n\n\n\n\nDefendants\u2019 Reply Memorandum in Support of Motion to Dismiss                    Page 17 of 17\n\f","ocr_status":1,"date_upload":"2026-05-12T04:08:47.244643-07:00","document_number":"68","attachment_number":null,"pacer_doc_id":"093015323187","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"","acms_document_guid":""}],"date_created":"2025-12-22T00:52:33.649747-08:00","date_modified":"2026-05-28T23:40:25.756235-07:00","date_filed":"2025-11-20","time_filed":null,"entry_number":68,"recap_sequence_number":"2025-11-20.001","pacer_sequence_number":214,"description":"REPLY to Response to Motion re 60 MOTION to Dismiss for Failure to State a Claim filed by Alan D. Gold, Catherine Hastings, Innovative Industrial Properties, Inc., Ben Regin, David Smith, Paul E. Smithers.(Ginsburg, Jarren) (Entered: 11/20/2025)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/447935816/","id":447935816,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/69564418/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/462700614/","id":462700614,"tags":[],"absolute_url":"/docket/69564418/67/giraudon-v-innovative-industrial-properties-inc/","date_created":"2025-12-22T00:52:33.608978-08:00","date_modified":"2025-12-22T17:53:29.795731-08:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"67","attachment_number":null,"pacer_doc_id":"093015253180","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"","acms_document_guid":""}],"date_created":"2025-12-22T00:52:33.580423-08:00","date_modified":"2025-12-22T17:53:29.769737-08:00","date_filed":"2025-10-22","time_filed":null,"entry_number":67,"recap_sequence_number":"2025-10-22.002","pacer_sequence_number":211,"description":"NOTICE by City of Birmingham Retirement and Relief System re 65 Response in Opposition to Motion Proposed Order Denying Motion to Dismiss (Bott, Corey) (Entered: 10/22/2025)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/447935815/","id":447935815,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/69564418/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/462700613/","id":462700613,"tags":[],"absolute_url":"/docket/69564418/66/giraudon-v-innovative-industrial-properties-inc/","date_created":"2025-12-22T00:52:33.547974-08:00","date_modified":"2025-12-22T17:53:29.747572-08:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"66","attachment_number":null,"pacer_doc_id":"","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"","acms_document_guid":""}],"date_created":"2025-12-22T00:52:33.518812-08:00","date_modified":"2025-12-22T17:53:29.722881-08:00","date_filed":"2025-10-22","time_filed":null,"entry_number":66,"recap_sequence_number":"2025-10-22.001","pacer_sequence_number":null,"description":"QC NOTICE: 65 Response in Opposition to Motion filed by City of Birmingham Retirement and Relief System was filed incompletely. **The following attachments or exhibits are missing - Proposed Order. To correct this problem, file Proposed Order using the event Notice (Other) and link Proposed Order to 65 . (bg3s, Deputy Clerk) (Entered: 10/22/2025)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/447935814/","id":447935814,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/69564418/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/462700612/","id":462700612,"tags":[],"absolute_url":"/docket/69564418/65/giraudon-v-innovative-industrial-properties-inc/","date_created":"2025-12-22T00:52:33.488385-08:00","date_modified":"2026-05-14T07:10:57.649491-07:00","sha1":"e7f8157b5aa4b59961d946b0c6f082a611713910","page_count":36,"file_size":158513,"filepath_local":"recap/gov.uscourts.mdd.574670/gov.uscourts.mdd.574670.65.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.mdd.574670/gov.uscourts.mdd.574670.65.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"    Case 1:25-cv-00182-GLR   Document 65   Filed 10/21/25    Page 1 of 36\n\n\n\n\n                    UNITED STATES DISTRICT COURT\n                       DISTRICT OF MARYLAND\n\n\n                                     No. 1:25-cv-00182-GLR\n\nIN RE INNOVATIVE INDUSTRIAL          DEMAND FOR JURY TRIAL\nPROPERTIES, INC. SECURITIES\nLITIGATION\n\n\n\n            LEAD PLAINTIFF\u2019S OPPOSITION TO DEFENDANTS\u2019\n            MOTION TO DISMISS THE AMENDED COMPLAINT\n\f         Case 1:25-cv-00182-GLR                        Document 65               Filed 10/21/25             Page 2 of 36\n\n\n\n\n                                                  TABLE OF CONTENTS\n\nINTRODUCTION..........................................................................................................................1\n\nSTATEMENT OF FACTS ............................................................................................................3\n\n          A.         IIPR\u2019s Business and Tenants ...................................................................................3\n\n          B.         IIPR\u2019s Repeated Assurances of Tenant Oversight ...................................................4\n\n          C.         Assurances of Oversight Hid the Defaulting Tenants\u2019 Financial Problems ............6\n\n          D.         Defendants Also Touted New Investments in the Defaulting Tenants ....................9\n\n          E.         The Truth About the Defaulting Tenants Was Revealed Gradually ......................10\n\nLEGAL STANDARD ..................................................................................................................12\n\nARGUMENT ................................................................................................................................13\n\nI.        The Complaint Plausibly Alleges Securities Fraud Claims ...............................................13\n\n          A.         The Complaint Plausibly Alleges Two Categories of Misstatements ...................13\n\n          B.         Defendants\u2019 Misstatements Are Actionable. .........................................................21\n\n          C.         The Complaint Plausibly Alleges Scienter ............................................................23\n\nII.       The Complaint Is Neither Prolix nor Improperly Pled ......................................................28\n\nIII.      The Complaint Adequately Alleges a Control Person Claim ............................................30\n\nCONCLUSION ............................................................................................................................30\n\n\n\n\n                                                                     i\n\f         Case 1:25-cv-00182-GLR                       Document 65               Filed 10/21/25              Page 3 of 36\n\n\n\n                                               TABLE OF AUTHORITIES\n\n\nCases                                                                                                                         Page(s)\n\nIn re Am. Int\u2019l Grp., Inc. 2008 Sec. Litig.,\n    741 F. Supp. 2d 511 (S.D.N.Y. 2010)......................................................................................22\n\nBasic Inc. v. Levinson,\n   485 U.S. 224 (1988) .................................................................................................................13\n\nBlack v. Martek Biosciences Corp.,\n   2006 WL 8435572 (D. Md. June 14, 2006) .............................................................................30\n\nCambridge Ret. Sys. v. Jeld-Wen Holding, Inc.,\n  496 F. Supp. 3d 952 (E.D. Va. 2020) ....................................................................24, 28, 29, 30\n\nCity of Southfield Fire & Police Ret. Sys. v. Hayward Holdings, Inc.,\n    2025 WL 1577315 (D.N.J. June 4, 2025) ................................................................................27\n\nCity of Sterling Heights Police & Fire Ret. Sys. v. Abbey Nat., PLC,\n    423 F. Supp. 2d 348 (S.D.N.Y. 2006)................................................................................17, 19\n\nIn re Comput. Sciences Corp. Sec. Litig.,\n    890 F. Supp. 2d 650 (E.D. Va. 2012) ......................................................................................26\n\nIn re Constellation Energy Grp., Inc. Sec. Litig.,\n    738 F. Supp. 2d 614 (D. Md. 2010) .........................................................................................21\n\nIn re Countrywide Fin. Corp. Deriv. Litig.,\n    554 F. Supp. 2d 1044 (C.D. Cal. 2008) ...................................................................................15\n\nDe Vito v. Liquid Holdings Grp., Inc.,\n   2018 WL 6891832 (D.N.J. Dec. 31, 2018) ..............................................................................27\n\nIn re Emergent BioSolutions Inc. Sec. Litig.,\n    2023 WL 5671608 (D. Md. Sept. 1, 2023) ............................................................17, 19, 24, 26\n\nIn re Genworth Fin. Inc. Sec. Litig.,\n    103 F. Supp. 3d 759 (E.D. Va. 2015) .............................................................................. passim\n\nInst. Inv. Grp. v. Avaya Inc.,\n    564 F.3d 242 (3d Cir. 2009).....................................................................................................27\n\nIn re Intuitive Surgical Sec. Litig.,\n    65 F. Supp. 3d 821 (N.D. Cal. 2014) .......................................................................................29\n\nIn re James River Gr. Holdings, Ltd. Sec. Litig.,\n    2023 WL 5538218 (E.D. Va. Aug. 28, 2023) ..............................................................16, 25, 26\n\n\n                                                                    ii\n\f         Case 1:25-cv-00182-GLR                        Document 65               Filed 10/21/25             Page 4 of 36\n\n\n\nKBC Asset Mgmt. NV v. 3D Sys. Corp.,\n  2016 WL 3981236 (D.S.C. July 25, 2016) ........................................................................25, 27\n\nKeeney v. Larkin,\n   306 F. Supp. 2d 522 (D. Md. 2003) .........................................................................................18\n\nKlein v. Altria Grp, Inc.,\n   525 F. Supp. 3d 638 (E.D. Va. 2021) ......................................................................................24\n\nKusnier v. Virgin Galactic Holdings, Inc.,\n   639 F. Supp. 3d 350 (E.D.N.Y. 2022) .....................................................................................19\n\nIn re Lab. Corp. of Am. Holdings Sec. Litig.,\n    2006 WL 1367428 (M.D.N.C. May 18, 2006) ........................................................................22\n\nLoc. 731 I.B. of T. Excavators & Pavers Pension Tr. Fund v. Swanson,\n   2011 WL 2444675 (D. Del. June 14, 2011) .............................................................................26\n\nIn re Lucent Tech., Inc. Sec. Litig.,\n    217 F. Supp. 2d 529 (D.N.J. 2002) ..........................................................................................23\n\nMacquarie Infrastructure Corp. v. Moab Partners, L.P.,\n  601 U.S. 257 (2024) .....................................................................................................14, 18, 21\n\nMakor Issues & Rights, Ltd. v. Tellabs Inc.,\n  513 F.3d 702 (7th Cir. 2008) ...................................................................................................28\n\nMalone v. Microdyne Corp.,\n   26 F.3d 471 (4th Cir. 1994) .....................................................................................................21\n\nMatrixx Initiatives, Inc. v. Siracusano,\n   563 U.S. 27 (2011) ...................................................................................................................20\n\nIn re MicroStrategy, Inc. Sec. Litig.,\n    115 F. Supp. 2d 620 (E.D. Va. 2000) ......................................................................................12\n\nIn re Parmalat Sec. Litig.,\n    375 F. Supp. 2d 278 (S.D.N.Y. 2005)......................................................................................29\n\nPhillips v. LCI Intern., Inc.,\n   190 F.3d 609 (4th Cir. 1999) ...................................................................................................20\n\nRoofers Local No. 149 Pension Fund v. Amgen Inc.,\n   751 F. Supp. 3d 330 (S.D.N.Y. 2024)......................................................................................19\n\nSchulman v. Axis Surplus Ins. Co.,\n   90 F.4th 236 (4th Cir. 2024) ....................................................................................................13\n\nSinger v. Reali,\n   883 F.3d 425 (4th Cir. 2018) .................................................................................12, 13, 21, 23\n                                                                    iii\n\f         Case 1:25-cv-00182-GLR                        Document 65                Filed 10/21/25             Page 5 of 36\n\n\n\nSinnathurai v. Novavax, Inc.,\n   645 F. Supp. 3d 495 (D. Md. 2022) ...................................................................................13, 27\n\nTchatchou v. India Globalization Cap. Inc.,\n   2021 WL 307415 (D. Md. Jan. 29, 2021) ................................................................................18\n\nTellabs, Inc. v. Makor Issues & Rts., Ltd.,\n    551 U.S. 308 (2007) .................................................................................................................12\n\nIn re Toronto-Dominion Bank Sec. Litig.,\n    2018 WL 6381882 (D.N.J. Dec. 6, 2018) ................................................................................28\n\nIn re Under Armour Sec. Litig.,\n    540 F. Supp. 3d 513 (D. Md. 2021) .........................................................................................13\n\nVirginia Bankshares, Inc. v. Sandberg,\n   501 U.S. 1083 (1991) ...............................................................................................................23\n\nIn re Virtu Fin., Inc. Sec. Litig.,\n    770 F. Supp. 3d 482 (E.D.N.Y. 2025) .....................................................................................17\n\nIn re Wells Fargo & Co. Sec. Litig.,\n    2021 WL 4482102 (S.D.N.Y. Sept. 30, 2021).........................................................................21\n\nIn re Wilmington Tr. Sec. Litig.,\n    29 F. Supp. 3d 432 (D. Del. 2014) ...........................................................................................15\n\nYates v. Mun. Mortg. & Equity, LLC,\n   744 F.3d 874 (4th Cir. 2014) ...................................................................................................27\n\nZak v. Chelsea Therapeutics Int\u2019l, Ltd.,\n   780 F.3d 597 (4th Cir. 2015) ...................................................................................................23\n\nStatute\n\n15 U.S.C. \u00a7 78u\u20134(b) .....................................................................................................................13\n\n\n\n\n                                                                    iv\n\f        Case 1:25-cv-00182-GLR               Document 65          Filed 10/21/25         Page 6 of 36\n\n\n\n        Lead Plaintiff City of Birmingham Retirement and Relief System (\u201cPlaintiff\u201d), respectfully\n\nsubmits this Opposition to (i) the Motion to Dismiss filed by Innovative Industrial Properties, Inc.\n\n(\u201cIIPR\u201d or the \u201cCompany\u201d), Alan Gold, Paul Smithers, David Smith, Ben Regin, and Catherine\n\nHastings (the \u201cIndividual Defendants\u201d and, with IIPR, \u201cDefendants\u201d) (Dkt. No. 60) (\u201cMotion\u201d);\n\nand (ii) Defendants\u2019 Memorandum in Support of the Motion (Dkt. No. 60-1) (the \u201cBrief\u201d or \u201cBr.\u201d).\n\n                                             INTRODUCTION\n\n        IIPR makes money by lending to growers and sellers of cannabis. IIPR\u2019s loans come in\n\nthe form of sale-leaseback transactions and direct investments, which are paid back by the cannabis\n\noperators at a premium through monthly rent payments. All agree that making your money from\n\ntenants engaged in a federally illegal business carried some risk that the tenants might default and\n\nIIPR (and its investors) would lose money. This securities class action centers on what Defendants\n\ntold investors they were doing to mitigate this risk.\n\n        Defendants repeatedly assured investors throughout the Class Period1 that IIPR\u2019s tenants\n\nwere not that risky (had a \u201cmuch lower\u201d \u201crisk profile\u201d) and that the Company was undertaking the\n\n\u201cunderwriting\u201d and \u201cmonitoring\u201d steps necessary to oversee tenants\u2019 finances and protect IIPR\u2019s\n\ninvestments. Defendants explained that this oversight included, at least, a review of tenant \u201ccredit\n\nquality,\u201d \u201cpayment history data,\u201d a \u201cdetailed review of financial statements,\u201d a tenant\u2019s \u201chistory\n\nof successful capital raising,\u201d \u201cquarterly reviews and information requests\u201d relating to a tenant\u2019s\n\nfinancial operations, and a review of a tenant\u2019s \u201ccash balance on hand today.\u201d And Defendants\n\nexplicitly assured investors (when asked) \u201cwe have said that we are monitoring all of our tenants,\n\nand we are monitoring all of our tenants,\u201d i.e., IIPR was overseeing its tenants, knew what was\n\ngoing on with their finances, and there was nothing to worry about.\n\n\n1\n         The \u201cClass Period\u201d starts on February 26, 2024, and runs through March 28, 2025. \u00b61. Citations to \u201c\u00b6__\u201d\nare to paragraphs in Plaintiff\u2019s operative complaint (Dkt. No. 50 (the \u201cComplaint\u201d)).\n\n\n                                                        1\n\f       Case 1:25-cv-00182-GLR            Document 65        Filed 10/21/25       Page 7 of 36\n\n\n\n       But unbeknownst to investors, throughout the Class Period, four of IIPR\u2019s largest tenants\n\n(who collectively generated about a quarter of the Company\u2019s revenues) were on the verge of\n\nfinancial collapse. These ticking timebombs exploded in a cascade of defaults between November\n\n2024 and March 2025. Defendants\u2019 primary argument that they were blindsided by the collapse\n\nof these tenants is not credible. The Complaint alleges that throughout the Class Period there were\n\nnumerous red flags that IIPR\u2019s oversight process would have detected (if Defendants were\n\nmonitoring tenants at all). Specifically, that the four tenants in question were behind on payments\n\nto vendors, were not paying all their taxes, did not have money to fund their day-to-day operations,\n\nand were having difficulty financing these expenses.\n\n       From these facts\u2014Defendants\u2019 assurances of tenant oversight and the glaring red flags\n\nabout IIPR\u2019s tenants\u2014it is easy to see the fraud. Defendants either (i) were not doing the oversight\n\nthey told investors they were and so had no knowledge of the red flags, in which case they were\n\nnot actually \u201cmonitoring all of [IIPR\u2019s] tenants\u201d and their assurances to the contrary were\n\nmaterially false; or (ii) they knew about the red flags but failed to disclose this adverse information\n\nto investors, in which case their statements were materially misleading by assuring investors there\n\nwere no red flags when this was not the case. Likewise, this disconnect between what Defendants\n\nsaid about tenant oversight and the reality of the teetering finances of four of IIPR\u2019s largest tenants,\n\nmakes clear that it was materially misleading for Defendants to tout new investments in tenants\n\nthey knew or recklessly disregarded were on the verge of financial collapse. These misstatements\n\nmisled investors into believing that the new investments were a good thing for IIPR when, in\n\nreality, the Company was very likely throwing good money after bad.\n\n       The Motion largely ignores these facts and the allegations in the Complaint and instead\n\ntries to muddy the waters with baseless claims of \u201cprolixity,\u201d \u201ceditorial manipulation,\u201d or that\n\n\n\n\n                                                   2\n\f       Case 1:25-cv-00182-GLR           Document 65        Filed 10/21/25      Page 8 of 36\n\n\n\nfraudulent intent cannot be inferred solely from the fact that Defendants were in charge of a 23-\n\nperson operation. As shown below, these arguments are meritless. The Complaint alleges a\n\nplausible claim for securities fraud and the Motion should be denied.\n\n                                   STATEMENT OF FACTS\n\n       A.      IIPR\u2019s Business and Tenants\n\n       IIPR is a real estate investment trust focused on properties for lease to state-licensed\n\ncannabis operators for cannabis cultivation and retail. \u00b621. IIPR lends money to cannabis\n\noperators through (a) sale-leaseback transactions in which IIPR would buy a property from a\n\ncannabis operator and then lease that property back to the operator, and (b) directly investing\n\nmoney to pay for upgrades to the leased properties so that tenants could expand their business.\n\n\u00b6\u00b622, 56. In turn, tenants (the cannabis operators) pay IIPR rent every month. Id. Because\n\ncannabis remains federally illegal, and cannabis operators cannot access traditional lines of credit\n\nfrom banks to fund their operations, IIPR was able to charge tenants much higher rents than they\n\nwould pay to borrow money from more traditional lenders. \u00b657.\n\n       IIPR derived essentially all its revenues from rent payments made by businesses engaged\n\nin federally illegal activities, so investors understood that there was some risk associated with the\n\nCompany acting as an unlicensed bank for cannabis operators. See \u00b6\u00b656-60. The Company also\n\nnoted that the cannabis industry\u2014in addition to being federally illegal\u2014was facing industry-wide\n\nheadwinds, from (i) \u201ccompress[d] operating margins,\u201d (ii) \u201cinflation\u201d impacting \u201ccosts of labor\n\nand production,\u201d and (iii) \u201clabor shortages[,] and global supply chain issues.\u201d \u00b659. So investors\n\nunderstood there was some risk tenants would default on their rent payments to IIPR.\n\n       The risk of tenants defaulting on their rent payments was especially concentrated and acute\n\nbecause IIPR had only about 30 tenants across its 109 properties, and rent from just ten tenants\n\ncomprised 73% of IIPR\u2019s rental revenues, as of December 31, 2025. \u00b6\u00b625-26. And the risk had\n\n\n                                                 3\n\f      Case 1:25-cv-00182-GLR           Document 65        Filed 10/21/25     Page 9 of 36\n\n\n\nmaterialized twice right before the start of the Class Period. See \u00b6\u00b645-55. First, in July 2022,\n\nKings Garden\u2014which at the time was 8% of IIPR\u2019s total rental revenues\u2014defaulted on its rental\n\nobligations. \u00b646. Second, beginning in November 2022 and continuing into 2023, IIPR\u2019s then\n\nsecond-largest tenant, Parallel, defaulted on its rental obligations. \u00b649, see also \u00b6\u00b650-54. At the\n\ntime of this default, rent from Parallel was about 10% of IIPR\u2019s total rental revenue. \u00b649. Both\n\nKings Garden and Parallel were evicted and never resumed paying rent and news of these defaults\n\ncaused dramatic declines in IIPR\u2019s stock price. \u00b6\u00b647-48; 53-54.\n\n       B.      IIPR\u2019s Repeated Assurances of Tenant Oversight\n\n       Because of the risks associated with IIPR\u2019s business, the measures that IIPR took to\n\nidentify, monitor, and mitigate those risks were highly material to investors in assessing IIPR\u2019s\n\nfinancial condition, its risk exposure, and the sustainability of its revenue stream.         \u00b660.\n\nThroughout the Class Period, Defendants assured investors that the Company had a robust due\n\ndiligence process and continuously monitored tenants\u2019 financials for red flags. These assurances\n\nwere important because the Company was engaged in a risky business\u2014lending money to\n\ncannabis operators\u2014and so placed special emphasis and importance on the steps taken to mitigate\n\nthose risks. These assurances are the first category of misstatements in the Complaint. \u00b6\u00b686-174.\n\n       For example, IIPR\u2019s February 2024 10-K told investors that the Company \u201cevaluate[s] the\n\ncredit quality of our tenants and any guarantors on an ongoing basis,\u201d \u201cmonitor[s] the payment\n\nhistory data for all of our tenants,\u201d and \u201cmonitor[s] our tenants by periodically conducting site\n\nvisits and meeting with the tenants to discuss their operations.\u201d \u00b689. Defendants also stated that\n\nIIPR \u201crel[ied] on our management to perform due diligence investigations\u201d on tenants and\n\nguarantors and their \u201cproperties, operations, and prospects\u201d where there is \u201clittle or no publicly\n\navailable operating and financial information.\u201d \u00b691.\n\n       IIPR\u2019s investor presentations throughout the Class Period also highlighted the Company\u2019s\n\n\n                                                4\n\f      Case 1:25-cv-00182-GLR          Document 65       Filed 10/21/25      Page 10 of 36\n\n\n\n\u201congoing monitoring\u201d and \u201cdue diligence\u201d processes. \u00b6\u00b695, 100. Such activities purportedly\n\nincluded, among other things, \u201cquarterly reviews and requests for information pertaining to\n\nfinancial and ongoing operations of all properties,\u201d along with \u201cmeetings with tenants to talk\n\nthrough operations and financials.\u201d \u00b695. Indeed, IIPR\u2019s leases with at least two tenants that\n\nultimately defaulted required the tenant to provide IIPR with detailed information about the\n\ntenant\u2019s financial condition on a regular basis. The lease agreement with PharmaCann Inc.\n\n(\u201cPharmaCann\u201d), for example, required the disclosure of financial budgets, forecasts, and investor\n\nmaterials, audited year-end consolidated financial statements, and unaudited quarterly financial\n\nstatements before IIPR was required to make its periodic SEC disclosures to investors. \u00b6\u00b632, 75-\n\n76. The lease that IIPR executed with the other tenant contains substantially similar tenant-\n\ndisclosure obligations. \u00b636.\n\n       Investment analysts covering IIPR also asked Defendants about their due diligence on, and\n\nmonitoring of, tenants\u2019 finances throughout the Class Period. Defendants responded to such\n\nquestions by assuring investors that they were monitoring the tenants and so would know of, and\n\npresumably head off, any percolating problems. For example, on November 7 , 2024, when asked\n\nby an investment analyst about whether \u201ctenants that faced operating challenges\u201d would \u201cjust stop\n\npaying out of the blue,\u201d Defendant Gold assured investors that \u201cwe continue to work with all of\n\nour tenants on understanding their businesses and making sure that we are [sic] know what they\n\nare doing and how things are going\u201d and \u201cwe are aware of what\u2019s going on with our tenants.\u201d\n\n\u00b6\u00b6118-19. Similarly, when pressed by analysts about the Company\u2019s monitoring of tenant finances\n\non a February 20, 2025 call with investors, Defendant Gold said (i) \u201cwe are working very closely\n\nwith\u201d the tenants; (ii) \u201cwe have said that we are monitoring all of our tenants, and we are\n\nmonitoring all of our tenants\u201d; and (iii) \u201cwe\u2019re watching all of our tenants. We are doing deep\n\n\n\n\n                                                5\n\f      Case 1:25-cv-00182-GLR           Document 65       Filed 10/21/25      Page 11 of 36\n\n\n\ndives into every single one of our tenants, including the strongest ones.\u201d \u00b6\u00b6161, 164, 172.\n\nDefendant Regin echoed these sentiments on the February 20 investor call, claiming that IIPR was\n\n\u201cworking very closely with\u201d tenants. \u00b6161. The Complaint alleges additional assurances were\n\nmade to investors on other conference calls. \u00b6\u00b6114, 135, 157, 168.\n\n       Defendants also assured investors that the tenants in their current portfolio were on solid\n\nfinancial footing. For example, on an August 6, 2024, earnings call, Defendant Regin said, \u201cI feel\n\nvery good about our current tenant roster of 30 tenants,\u201d \u201cwe really feel that we have some of the\n\nbest operators in the industry in our portfolio,\u201d and \u201cwe feel very good about the state of the\n\npipeline and the portfolio overall,\u201d \u00b6\u00b6106, 110, and Defendant Smithers made similar statements.\n\nSee, e.g., \u00b6114 (\u201cwe\u2019re very pleased with the quality and strength of our tenants.\u201d).\n\n       Defendants also told investors that they applied \u201crigorous\u201d underwriting standards to\n\nevaluate additional investments and changes to existing leases, and that the process was \u201chighly\n\nselective.\u201d \u00b6106. In a March 4, 2024 presentation, IIPR explained that its \u201cDetailed Financial\n\nUnderwriting\u201d process included an \u201c[e]valuation of financial projections\u201d and a \u201c[d]etailed review\n\nof financial statements, strategic initiatives, and growth plans.\u201d \u00b695. In response to a question\n\nabout how IIPR was assessing new tenant investments and making \u201cadditional investment\n\ncommitments\u201d with its existing tenant roster, Defendant Regin stated that IIPR looked for tenants\n\nwith \u201cstrong financials\u201d and \u201ca track record of performance in the same rigorous underwriting\n\ncriteria that we\u2019ve used historically for our existing tenants.\u201d \u00b6\u00b6109-110; see also \u00b6\u00b6102, 106.\n\n       C.      Assurances of Oversight Hid the Defaulting Tenants\u2019 Financial Problems\n\n       Throughout the Class Period, four of IIPR\u2019s top tenants\u2014PharmaCann, 4Front Ventures\n\nCorp. (\u201c4Front\u201d), Gold Flora, LLC (\u201cGold Flora\u201d), and Tilt Holdings Inc. (\u201cTilt\u201d) (collectively,\n\nthe \u201cDefaulting Tenants\u201d)\u2014had mounting financial problems that would ultimately lead to a\n\ncascade of defaults that wiped out about 25% of IIPR\u2019s revenues. By the end of the Class Period,\n\n\n                                                 6\n\f      Case 1:25-cv-00182-GLR           Document 65       Filed 10/21/25      Page 12 of 36\n\n\n\nIIPR had 20 leases with the Defaulting Tenants and had also separately invested about $620 million\n\nin these properties. \u00b626. Rental revenue from the Defaulting Tenants accounted for between 23%\n\nand 28% of IIPR\u2019s total revenue throughout the Class Period.2 The Complaint details an extensive\n\nset of facts about each Defaulting Tenant\u2019s dire financial distress that both (i) existed during the\n\nClass Period, and (ii) would have been known to, or recklessly disregarded by, Defendants if they\n\nhad, in fact, been engaged in monitoring and due diligence in the way Defendants said they were.\n\n\u00b6\u00b666-74. These facts (summarized below) come from SEC disclosures, public sources, and court\n\nfilings and show that the Defaulting Tenants were near financial collapse:\n\n       Unpaid Taxes. Starting even before the Class Period, PharmaCann and 4Front\u2014the two\n\nlargest Defaulting Tenants\u2014were not paying their taxes as required by law. \u00b667. By the end of\n\nthe Class Period, PharmaCann had nearly half a million in unpaid taxes, while 4Front owed a\n\nstaggering $15,000,000. Id.\n\n       Unpaid Bills. At the same time PharmaCann and 4Front were not paying taxes, they were\n\nalso unable to pay their bills, resulting in several lawsuits throughout the Class Period. \u00b668. Gold\n\nFlora was experiencing the same problems. Id. As was revealed after the Class Period, Gold Flora\n\nand 4Front owed tens of millions of dollars in unpaid bills. Id.\n\n       Going Concern Warnings. 4Front, Gold Flora, and Tilt were warning their own investors\n\nfrom as early as 2023 that those tenants\u2019 auditors had substantial concerns about these companies\n\nbeing able to continue as going concerns. \u00b669. Consistent with these \u201cgoing concern\u201d warnings,\n\nstarting in 2022, these same tenants reported tens of millions of dollars in net losses and negative\n\nworking capital (a measure of funds available to cover day-to-day expense, like paying rent). \u00b670.\n\n       Inability to Raise Capital. Worse still, in the face of mounting expenses and limited cash\n\n\n\n2\n       \u00b6\u00b665, 97, 104, 121, 158, 249.\n\n\n                                                 7\n\f      Case 1:25-cv-00182-GLR           Document 65       Filed 10/21/25      Page 13 of 36\n\n\n\nflows, the Defaulting Tenants could not borrow money at reasonable rates to bridge the gap. As a\n\nresult, Gold Flora, 4Front, and Tilt were only able to cover their mounting expenses through loans\n\nat astronomical interest rates of up to 40%, which only made things worse. \u00b673.\n\n       In sum, the Complaint pleads a litany of contemporaneous, adverse facts about the\n\nDefaulting Tenants\u2019 finances which are unambiguous red flags that these tenants were on the brink\n\nof financial collapse. Indeed, 4Front and Gold Flora are both now in receivership and Tilt has shut\n\ndown its cannabis operations.\n\n       The Complaint also alleges facts showing the Defendants knew or recklessly disregarded\n\nthese red flags. First, the financial problems with the Defaulting Tenants were precisely the kinds\n\nof things that Defendants\u2019 \u201cOngoing Monitoring,\u201d and \u201cQuarterly reviews and request for\n\ninformation pertaining to financial and ongoing operations,\u201d and \u201cMeetings with tenants to talk\n\nthrough operations and financials\u201d were meant to identify. \u00b675. In an internally managed\n\ncompany, with 23 or fewer employees, and where management was responsible for due diligence,\n\nit is not credible that Defendants did not know what was going on with IIPR\u2019s tenants. \u00b6\u00b691-92,\n\n253. Indeed, on conference calls with investors, Defendants repeatedly emphasized their rigorous\n\nmonitoring process and assured investors that they were keeping a close eye on all of their tenants,\n\nstating variously that tenants\u2019 ability to pay lenders was \u201can issue that we are following and\n\nwatching [] very closely,\u201d that IIPR was \u201cworking very closely with\u201d its tenants, that they were\n\n\u201cwatching each of our tenants and working with them very closely,\u201d \u201cwatching all of our tenants,\n\n\u201cmonitoring all of our tenants,\u201d and \u201cdoing deep dives into every single one of our tenants,\n\nincluding the strongest ones and the single state operators.\u201d \u00b6\u00b6157, 161, 164, 172.\n\n       Second, the Complaint alleges (based upon internal IIPR documents that were disclosed\n\npublicly in post-Class Period litigation) that IIPR\u2019s rental agreements required tenants to provide\n\n\n\n\n                                                 8\n\f      Case 1:25-cv-00182-GLR           Document 65        Filed 10/21/25      Page 14 of 36\n\n\n\ndetailed financial disclosures, including \u201cbudgets, forecast and investor materials\u201d to the Company\n\n\u201cwithin a reasonable time period before [IIPR] is required to make any filings with the SEC.\u201d \u00b675\n\n(quoting PharmaCann lease agreement); see also \u00b636 (detailing terms of disclosure obligations in\n\n4Front lease agreement). These provisions of the lease agreements ensured that Defendants would\n\nbe able to fully inform themselves of the Defaulting Tenants\u2019 finances and operations before\n\nmaking any disclosures about those tenants to IIPR\u2019s investors. \u00b6\u00b632, 76.\n\n       Third, PharmaCann, 4Front, and Gold Flora should have gone through IIPR\u2019s heightened\n\npre-loan due diligence and underwriting process either just before or during the Class Period,\n\nbecause these tenants all entered into new leases with IIPR. \u00b6\u00b6102, 106. Indeed, PharmaCann\u2019s\n\nFebruary 24, 2024, lease amendment with IIPR included a cross-default provision stating that a\n\ndefault under any lease would trigger a default under all of PharmaCann\u2019s leases with IIPR. \u00b633.\n\nThis amendment demonstrates that as of February 24, 2024, Defendants viewed PharmaCann as a\n\nhighly risky enterprise, such that IIPR needed additional protections on its leases.\n\n       D.      Defendants Also Touted New Investments in the Defaulting Tenants\n\n       Between February and March of 2024, Defendants invested additional money into certain\n\nof the Defaulting Tenants\u2019 properties, amended and extended certain lease terms, and signed two\n\nnew leases. Defendants announced these changes and framed them as positive developments. This\n\nis the second category of misstatements challenged in the Complaint. See \u00b6\u00b6175-223.\n\n       Starting on February 26, 2024, IIPR announced that it had amended one of its lease\n\nagreements with PharmaCann to invest $16 million to help pay construction costs at a New York\n\nfacility, which extended the lease term (increasing how much money it could generate for IIPR).\n\n\u00b6177. Later that day, Defendant Regin told investors \u201cthere\u2019s a tremendous amount of value in\n\nthat asset in particular\u201d\u2014the New York facility\u2014and \u201cI think it sets PharmaCann up very well to\n\ntake advantage of the wholesale opportunities that we\u2019re going to see.\u201d \u00b6187. IIPR touted this\n\n\n                                                 9\n\f      Case 1:25-cv-00182-GLR           Document 65        Filed 10/21/25      Page 15 of 36\n\n\n\nnew investment in financial disclosures throughout the Class Period. See \u00b6\u00b6187, 193, 209, 217.\n\n       IIPR also announced on February 26, 2024, that it had amended leases with 4Front,\n\nextending the duration of four leases but deferring some payments to IIPR in light of construction\n\ndelays at an Illinois facility. \u00b6180. Then, in May 2024, IIPR announced it had provided 4Front\n\nwith an additional $1.6 million to \u201cround out development of 4Front\u2019s 250K square-foot\n\nproduction facility in Illinois\u201d (and amended the lease agreement again). \u00b6\u00b6196, 205.             In\n\nNovember 2024, IIPR announced that 4Front had been unable to pay its rent for the last two\n\nmonths, but Defendant Regin assured investors that the additional investment was sound, stating\n\nthat \u201cwe look at each of these situations individually, and we\u2019re looking to maximize value of our\n\nportfolio, and we feel very positive about the future resolution for these issues.\u201d \u00b6131. IIPR touted\n\nthese changes in financial disclosures throughout the Class Period. See \u00b6\u00b6190, 196, 205, 211, 219.\n\n       IIPR also entered into two new leases with Gold Flora in March and May of 2024 and\n\ntouted these new investments to investors. For example, Defendant Regin said, \u201cI don\u2019t think we\n\ncan really overstate how pleased we\u2019ve been with the leasing activity, not just the speed . . . but\n\nreally, as you noted, the strength of the operators and the credit upgrades we feel we got in each\n\nof these cases, whether that\u2019s Gold Flora in California or [another group].\u201d \u00b6202. The Gold Flora\n\nleases were also touted in financial disclosures. See \u00b6\u00b6196, 213, 221.\n\n       E.      The Truth About the Defaulting Tenants Was Revealed Gradually\n\n       On November 6, 2024, IIPR issued a press release announcing that 4Front and Tilt (along\n\nwith a third tenant) had stopped paying rent two months earlier, requiring IIPR to apply security\n\ndeposits towards rent owed on six properties. \u00b6\u00b681, 225. Defendants hastened to tell investors\n\nthat the underlying financial problems with these tenants had been resolved. On a November 7,\n\n2024 earnings call, in direct response to investor questions about 4Front and Tilt\u2019s ability to\n\ncontinue to pay rent, Defendants Gold and Smithers assured investors that the situation with 4Front\n\n\n                                                 10\n\f      Case 1:25-cv-00182-GLR            Document 65         Filed 10/21/25      Page 16 of 36\n\n\n\nand Tilt was \u201cunusual\u201d and \u201cunforeseen,\u201d and that IIPR had \u201cbeen able to work through that issue\n\nwith\u201d 4Front and had \u201ccome to a very amicable and positive resolution for our shareholders and\n\nourselves, in addition to themselves.\u201d \u00b6\u00b6110, 119. Defendant Smithers told investors that IIPR\n\ndid not declare default against 4Front or Tilt because IIPR only took \u201caggressive actions\u201d where\n\nthey \u201cdon\u2019t see a reasonable path for [the tenant] to restart paying rent,\u201d indicating that that was\n\nnot the case here. \u00b6123. In response to another analyst, Defendant Gold downplayed the risk of\n\nfuture default, stating that while \u201cevery real estate sector has . . . tenants that over expand and need\n\nto retrench,\u201d \u201c[t]he difference is we\u2019ve been paid a very high adjusted rate of return for what we\n\nbelieve is a very\u2014a much lower risk\u2014risk profile.\u201d \u00b6128.\n\n        With IIPR\u2019s November 6, 2024, announcement of the 4Front and Tilt defaults investors\n\nbegan to understand that at least some of IIPR\u2019s tenants were not financially viable and IIPR\u2019s\n\ncommon stock dropped over 16% to close at $110.70 per share on November 7, 2024, down from\n\na closing price of $132.34 per share at the close of the prior trading day. \u00b6227.\n\n        Then, on December 20, 2024, IIPR reported that PharmaCann had not paid rent on all its\n\nleases for December and that IIPR had applied security deposits to the leases to cover payment\n\nthat was owed. \u00b6231. The default triggered the cross-default provision in PharmaCann\u2019s leases.\n\nId. On December 20, 2024, following IIPR\u2019s announcement of PharmaCann\u2019s default, IIPR\u2019s\n\ncommon stock dropped 22.74% to close at $73.66 per share, down from $95.34 per share the day\n\nbefore. \u00b6234. Defendants again moved quickly to assure investors that any problems with\n\nPharmaCann were resolved, announcing a purported \u201cResolution to Default by PharmaCann\u201d on\n\nJanuary 30, 2025, and claiming to have \u201creached an agreement\u201d to ensure PharmaCann would\n\nrestart paying rent. \u00b6239.\n\n        But after the close of trading on March 14, 2025, IIPR announced that PharmaCann had\n\n\n\n\n                                                  11\n\f      Case 1:25-cv-00182-GLR            Document 65        Filed 10/21/25       Page 17 of 36\n\n\n\nagain defaulted and that IIPR was moving to evict PharmaCann. \u00b6242. In response to this news,\n\nIIPR\u2019s common stock dropped 7.77% to close at $64.21 per share on the next trading day, March\n\n17. \u00b6243. Despite Defendants\u2019 assurance to investors in December 2024 of a \u201ccomprehensive\n\nresolution\u201d with PharmaCann to resume rental payments, IIPR\u2019s March announcement revealed\n\nthat IIPR had applied security deposits to cover PharmaCann\u2019s December and January rent and\n\nPharmaCann had only paid one month\u2019s rent before defaulting again. \u00b6239.\n\n       Two weeks later, on March 28, 2025, IIPR announced that it was declaring 4Front, Tilt,\n\nand Gold Flora in default for not paying rent. \u00b6246. IIPR further disclosed that it was looking to\n\nreplace \u201ca substantial portion of its tenant base with more financially viable long-term tenants to\n\nbetter position the Company for sustainable growth and improved financial performance.\u201d \u00b6247.\n\nOn this news, IIPR\u2019s common stock price fell $9.66 per share, or 15.15%. \u00b6248.\n\n       In sum, as the truth trickled out to investors, IIPR\u2019s common stock dropped from $132.34\n\nper share the day before the first 4Front and Tilt defaults were announced to close at $54.09 per\n\nshare when Defendants finally admitted that \u201ca substantial portion of [IIPR\u2019s] tenants\u201d were not\n\n\u201cfinancially viable long-term.\u201d As a result, investors lost millions.\n\n                                       LEGAL STANDARD\n\n       On a motion to dismiss, the Court must \u201cconsider the complaint in its entirety,\u201d \u201caccept all\n\nfactual allegations in the complaint as true,\u201d and draw all reasonable inferences in Plaintiff\u2019s favor.\n\nTellabs, Inc. v. Makor Issues & Rts., Ltd., 551 U.S. 308, 322 (2007); see also Singer v. Reali, 883\n\nF.3d 425, 437 (4th Cir. 2018). And such a motion should be granted \u201conly where it appears beyond\n\na reasonable doubt that recovery would be impossible under any set of facts which could be\n\nproven.\u201d In re MicroStrategy, Inc. Sec. Litig., 115 F. Supp. 2d 620, 627 (E.D. Va. 2000). Claims\n\nof securities fraud are subject to Federal Rule of Civil Procedure 9(b) and the Private Securities\n\n\n\n\n                                                  12\n\f       Case 1:25-cv-00182-GLR                 Document 65           Filed 10/21/25          Page 18 of 36\n\n\n\nLitigation Reform Act of 1995 (\u201cPSLRA\u201d). Rule 9(b) requires that \u201cthe circumstances constituting\n\nfraud\u201d be stated \u201cwith particularity.\u201d Fed. R. Civ. P. 9(b). The PSLRA requires a complaint to\n\n(i) \u201cspecify each statement alleged to have been misleading\u201d and the \u201creasons why the statement\n\nis misleading,\u201d and (ii) \u201cstate with particularity facts giving rise to a strong inference that the\n\ndefendant acted with\u201d scienter. 15 U.S.C. \u00a7 78u\u20134(b)(1)(B) & (b)(2)(A). While these rules require\n\nmore than bare assertions of fraud, \u201cthe elucidation of every detail of the alleged fraud\u201d is not\n\nrequired. In re Under Armour Sec. Litig., 540 F. Supp. 3d 513, 519 (D. Md. 2021).\n\n                                                  ARGUMENT\n\nI.       THE COMPLAINT PLAUSIBLY ALLEGES SECURITIES FRAUD CLAIMS\n\n         A securities fraud claim under Section 10(b) of the Securities Exchange Act of 1934 has\n\nsix elements: \u201c(1) that the defendant made a false or misleading statement or omission of material\n\nfact; (2) scienter; (3) a connection between the misrepresentation or omission and the purchase of\n\na sale or security; (4) reliance on the misrepresentation or omission; (5) economic loss; and (6) loss\n\ncausation.\u201d Sinnathurai v. Novavax, Inc., 645 F. Supp. 3d 495, 513 (D. Md. 2022). Defendants\n\nonly challenge the first two elements, falsity and scienter. See Br. at 12-28.3\n\n         A.       The Complaint Plausibly Alleges Two Categories of Misstatements\n\n         To plead falsity, a complaint must \u201calleg[e] that the defendant acted deceptively, i.e., that\n\nthe defendant engaged in deceptive acts such as misstatements\u201d of material fact.4 Singer, 883 F.3d\n\nat 439. But a plaintiff is not required to \u201cprove absolute, incontrovertible falsity.\u201d In re Genworth\n\n\n3\n         In passing, Defendants assert the Complaint \u201cfails to establish reliance\u201d (element four) or that the\nmisstatements \u201cproximately caused Plaintiff\u2019s purported damages\u201d (element six). Br at 12. There is no authority or\nargument to support these claims and the Court should disregard them. Schulman v. Axis Surplus Ins. Co., 90 F.4th\n236, 245 n.5 (4th Cir. 2024) (\u201cA party waives an argument by failing to . . . to develop its argument\u2014even if its brief\ntakes a passing shot at the issue.\u201d) Defendants are also wrong. The Complaint pleads the \u201cpresumption of reliance\u201d\napplicable to securities cases. \u00b6\u00b6261-65; see also Basic Inc. v. Levinson, 485 U.S. 224, 247 (1988) (\u201cpresumption of\nreliance\u201d applies to securities class actions). There are also 28 paragraphs explaining how revelations of the truth\nconcealed by the misstatements caused Plaintiff\u2019s losses. \u00b6\u00b6224-51.\n4\n         Defendants\u2019 Motion does not argue (nor could it) that the misstatements were immaterial.\n\n\n                                                         13\n\f      Case 1:25-cv-00182-GLR              Document 65          Filed 10/21/25        Page 19 of 36\n\n\n\nFin. Inc. Sec. Litig., 103 F. Supp. 3d 759, 771 (E.D. Va. 2015). Rather, on a motion to dismiss, a\n\nplaintiff need only allege \u201csufficient facts to support a reasonable belief in the allegation that a\n\ndefendant\u2019s statement[s]\u201d were misstatements. Id. at 771.\n\n       There are two types of misstatements at issue here\u2014\u201cfalse statements or lies,\u201d and\n\nmisleading statements or \u201chalf-truths\u201d that \u201comit[] a material fact necessary to make the statements\n\nmade not misleading.\u201d See, e.g., Macquarie Infrastructure Corp. v. Moab Partners, L.P., 601 U.S.\n\n257, 263 (2024). The two categories of misstatements in the Complaint are both the kinds of\n\n\u201cdeceptive acts\u201d that courts routinely find violate Section 10(b).\n\n       First, the Complaint challenges Defendants\u2019 repeated assurances to investors of \u201crigorous\u201d\n\ndue diligence on, and \u201congoing monitoring\u201d of, tenants. See \u00b6\u00b686-174. Defendants told investors\n\nthat they tracked the \u201ccredit quality\u201d and financial health of \u201call of [its] tenants\u201d \u201con an ongoing\n\nbasis\u201d to \u201censure that meet [IIPR\u2019s] strategic and financial criteria.\u201d5 For example, IIPR\u2019s\n\nquarterly investor presentation told investors the Company conducted \u201cdetailed\u201d reviews and\n\n\u201congoing monitoring,\u201d including \u201c[q]uarterly reviews and request for information pertaining to\n\nongoing operations and all properties\u201d and \u201c[m]eetings with tenants to talk through operations and\n\nfinancials.\u201d \u00b6\u00b695, 100. Similarly, the Company\u2019s SEC filings stated that IIPR \u201crel[ied] on\n\nmanagement to perform due diligence investigations of our potential tenants, related guarantors\n\nand their properties, operations, and prospects\u201d and that IIPR was \u201cevaluat[ing] the credit quality\n\nof our tenants and any guarantors on an ongoing basis.\u201d \u00b6\u00b690-91. And investment analysts\n\nroutinely asked about the financial health of IIPR\u2019s tenants on conference calls and Defendants\n\nalways claimed to be monitoring the tenants.6 For example, when asked about the \u201crisk for\n\n[IIPR\u2019s] tenant base over the course of the next year,\u201d Defendants Gold and Regin stated that they\n\n\n5\n       \u00b6\u00b687, 89, 114, 119, 168, 172.\n6\n       \u00b6\u00b6102-03, 106, 109-110, 113-14, 118-19, 123, 127-28, 131, 134-35, 156-57, 160-61, 164, 167-68, 171-72.\n\n\n                                                     14\n\f       Case 1:25-cv-00182-GLR                 Document 65            Filed 10/21/25          Page 20 of 36\n\n\n\nwere \u201cmonitoring all of [its] tenants\u201d \u201cvery closely,\u201d \u201cfollowing and watching [their tenants\u2019 debt\n\nmaturity with outside lenders] very closely,\u201d \u201cwatching each of our tenants and working with them\n\nvery closely.\u201d \u00b6\u00b6157, 161, 164, 168. Similarly, when asked if IIPR \u201chad any reassessments of\n\ncredit of tenants that before you would have ranked highly and now, . . . they\u2019re current, and they\u2019re\n\nfine, but we may want to reduce exposure going forward?\u201d Defendant Gold responded that \u201cwe\u2019re\n\nwatching all of our tenants. We are doing deep dives into every single one of our tenants, including\n\nthe strongest ones and the single state operators,\u201d \u00b6\u00b6171-72; see also \u00b6\u00b687, 89, 91, 95. Regin and\n\nGold also told investors that \u201cwe feel very good about our current tenant roster of our 30 tenants\u201d\n\nand characterized their tenants as having a \u201cmuch lower risk\u2014risk profile.\u201d \u00b6\u00b6110, 128.\n\n         These statements are alleged to be (i) \u201cfalse\u201d to the extent that IIPR \u201cdid not have a rigorous\n\ntenant-oversight process\u201d; or, in the alternative, (ii) \u201cmaterially misleading\u201d half-truths to the\n\nextent that \u201csuch a process did exist but Defendants failed to disclose to investors what they knew\n\nabout the Defaulting Tenants\u201d and their dire financial positions, which misled investors as to the\n\nrisk of investing in IIPR. E.g., \u00b6\u00b687, 88. As shown herein, it is reasonable to infer that Defendants\u2019\n\noversight misstatements were either false or misleading half-truths because the numerous red flags\n\nabout the Defaulting Tenants (\u00b6\u00b667-76) are precisely what Defendants said their \u201crobust due\n\ndiligence\u201d and \u201congoing monitoring\u201d was designed to detect.\n\n         Courts routinely hold that allegations like these are sufficient to plead falsity. For example,\n\nin Genworth, 103 F. Supp. 3d at 773, the court found that assurances of a \u201cbroad, intensive review\u201d\n\nof a business line were misleading for omitting that defendants did not conduct such a review.7\n\n7\n         See also In re Wilmington Tr. Sec. Litig., 29 F. Supp. 3d 432, 447-48 (D. Del. 2014) (statements about (i)\n\u201crigorous\u201d underwriting and \u201cregular[] review of all past due loans\u201d to \u201cmitigate credit risk\u201d; and (ii) that \u201cportfolio\nhas held up well\u201d when it was \u201cexperiencing significant deterioration\u201d misleading because they \u201cmisrepresent[ed] the\nfinancial health\u201d of the company); In re Countrywide Fin. Corp. Deriv. Litig., 554 F. Supp. 2d 1044, 1072 (C.D. Cal.\n2008) (statements that defendant had \u201cstringent underwriting standards for riskier loans,\u201d \u201cactively managed credit\nrisk,\u201d and \u201conly retained high credit quality mortgages\u201d false and misleading for failure to disclose magnitude of risk\nof default for loans not up to underwriting standards).\n\n\n                                                          15\n\f       Case 1:25-cv-00182-GLR                  Document 65            Filed 10/21/25         Page 21 of 36\n\n\n\nSimilarly, in In re James River Gr. Holdings, Ltd. Sec. Litig., the court found an insurance\n\ncompany\u2019s assurance that \u201cit monitored reserves, estimated losses for each individual claim, and\n\nbased those estimate in part on historical information\u201d was misleading where the plaintiff alleged\n\n\u201c[d]efendants received information regarding the reserve process . . . including audit reports\n\nindicating the systemic under-reserving\u201d of claims. 2023 WL 5538218, at *11 (E.D. Va. Aug. 28,\n\n2023). So too here. Like in Genworth and James River, Defendants told their investors that they\n\nwere monitoring whether IIPR\u2019s tenants could pay rent and misrepresented that risk by either not\n\nengaging in any monitoring or affirmatively misrepresenting the red flags at the Defaulting\n\nTenants by failing to disclose them.8 This was fraud.\n\n         Second, the Complaint challenges Defendants\u2019 touting of new investments in the\n\nDefaulting Tenants.         \u00b6\u00b6175-223.        For example, Defendant Regin told investors \u201cthere\u2019s a\n\ntremendous amount of value in\u201d PharmaCann\u2019s property, \u00b6187; that an additional investment in\n\n4Front was sound, \u00b6131; and described the new leases with Gold Flora as a \u201ccredit upgrade\u201d\n\nbecause of the \u201cstrength of the operator[].\u201d \u00b6202. Defendants also heralded additional investments\n\nof $16 million into PharmaCann and $1.6 million into 4Front and two new leases with Gold Flora.9\n\nThe Complaint alleges that this category of misstatements was misleading (but not false) as they\n\n\u201cmisled investors into believing that additional investments in the [Defaulting Tenants] were\n\nbeneficial to IIPR because it would generate additional rental revenues\u201d when, in reality, the\n\nDefaulting Tenants were on the verge of financial collapse and would not be able to pay rent,\n\nwhich meant that IIPR was simply throwing good money after bad. E.g., \u00b6\u00b6179, 197, 203.\n\n\n8\n          These red flags are not remotely like Handal v. Innovative Industrial Properties, Inc., where the Third Circuit\naddressed allegations that Defendants\u2019 oversight process missed that IIPR \u201cwas defrauded of millions of dollars by\none of its tenants.\u201d 2025 WL 2922871, at *1 (3d Cir. Oct. 15, 2025). Here, there is no suggestion that the Defaulting\nTenants concealed their finances or defrauded IIPR. Indeed, that Defendants\u2019 \u201cdue diligence\u201d and \u201cmonitoring\u201d failed\nto detect this pre-Class Period fraud demonstrates they were on notice that those processes were deficient.\n9\n          \u00b6\u00b6177, 180, 184, 187, 190, 194, 196, 198, 202, 205, 209, 211, 213, 217, 219, 221.\n\n\n                                                          16\n\f       Case 1:25-cv-00182-GLR                 Document 65           Filed 10/21/25          Page 22 of 36\n\n\n\n         Courts also routinely hold that these kinds of allegations are sufficient to plead a misleading\n\nstatement under Section 10(b). See In re Emergent BioSolutions Inc. Sec. Litig., 2023 WL\n\n5671608, at *15 (D. Md. Sept. 1, 2023) (statements touting upgrades to facility misleading for\n\nfailing to disclose \u201cpersistent, serious issues\u201d that reasonable investor would have found material);\n\nCity of Sterling Heights Police & Fire Ret. Sys. v. Abbey Nat., PLC, 423 F. Supp. 2d 348, 359\n\n(S.D.N.Y. 2006) (statements that \u201c[w]e\u2019ve done a very thorough review . . . of our entire . . .\n\nportfolio\u201d and \u201cwe\u2019re very happy with the present situation\u201d false and misleading where value of\n\ntwo assets in defendants\u2019 portfolio had dropped significantly and Defendants remained silent about\n\nthe extent of their exposure to these losses). Defendants were obligated to reveal the truth of the\n\nDefaulting Tenants\u2019 finances, which they knew or recklessly disregarded: that PharmaCann,\n\n4Front, and Gold Flora were in serious financial distress and had already stopped paying their\n\nother bills.10 These omissions were particularly significant in the context of Defendants\u2019 repeated\n\nstatements throughout the Class Period that new investments were subject to \u201crigorous\u201d due\n\ndiligence. E.g., \u00b6\u00b687, 95. See In re Virtu Fin., Inc. Sec. Litig., 770 F. Supp. 3d 482, 504 (E.D.N.Y.\n\n2025) (statements \u201cmade repeatedly in an effort to reassure the investing public\u201d material).\n\n         In the face of overwhelming evidence of falsity, Defendants fall back on a grab bag of\n\nerroneous arguments. See Br. at 13-20. First, Defendants argue there are no \u201cfacts suggesting that\n\nIIPR did not do due diligence\u201d because the Complaint \u201ccites neither confidential witness, nor\n\ninternal documents, nor any contemporaneous facts.\u201d Br. at 13-14. Defendants are wrong. To\n\nstart, pleading securities fraud requires neither confidential witnesses nor internal documents. See\n\n10\n         For example, between February 26 and November 7, 2024, Defendants repeatedly touted IIPR\u2019s extension\nof 4Front\u2019s lease and an additional $1.6 million investment. See \u00b6\u00b6180, 190, 196, 205, 211, 219. During this same\nperiod, 4Front reported negative working capital, faced collection efforts from three vendors, and was issued liens for\nnot paying taxes. See \u00b6\u00b667-70. The same scenario was playing out with PharmaCann and Gold Flora. Compare\n\u00b6\u00b6177, 184, 187, 193, 209, 217 (touting $16 million investment in PharmaCann and lease extension) with \u00b667 (tax\nliens on PharmaCann); also compare \u00b6\u00b6198, 202, 213, 221 (touting new Gold Flora leases) with \u00b6\u00b668-70, 73 (Gold\nFlora\u2019s negative working capital, difficulties getting loans to cover debt, and unpaid bills of over $6 million).\n\n\n                                                         17\n\f      Case 1:25-cv-00182-GLR           Document 65       Filed 10/21/25      Page 23 of 36\n\n\n\nTchatchou v. India Globalization Cap. Inc., 2021 WL 307415, at *8 (D. Md. Jan. 29, 2021) (falsity\n\nwell-pled without confidential witnesses); Keeney v. Larkin, 306 F. Supp. 2d 522, 528 (D. Md.\n\n2003) (no requirement to plead \u201cdetailed evidentiary matter\u201d in defendants\u2019 exclusive possession).\n\n       More importantly, the Complaint does allege contemporaneous facts\u2014including from\n\nIIPR\u2019s leases with PharmaCann and 4Front (\u00b6\u00b632, 36, 75)\u2014which show that if IIPR had been\n\ndoing due diligence and monitoring as it claimed, it would have uncovered scores of red flags at\n\nthe Defaulting Tenants. A review of the tenants\u2019 \u201cpayment history data\u201d and \u201ccredit quality\u201d alone\n\nwould have shown that PharmaCann and 4Front each owed nearly $500,000 and $15 million in\n\nunpaid taxes and that Gold Flora and 4Front owed millions of dollars to vendors for unpaid\n\ninvoices even before the start of the Class Period. \u00b689. Likewise, a \u201c[d]etailed review of financial\n\nstatements\u201d and \u201cquarterly reviews and requests for information pertaining to\u201d the tenant\u2019s\n\nfinancial operations would have revealed SEC disclosures filed by Tilt, 4Front, and Gold Flora\n\nreporting tens of millions of dollars in net losses each year, as well as the going concern warnings\n\nfrom their auditors. \u00b695. A review of \u201ccash balance on hand today\u201d would have shown that at\n\nleast Tilt, 4Front, and Gold Flora had very little cash on hand, because they had been reporting\n\nnegative working capital each year since 2022. Id. And because the Defaulting Tenants were\n\nunable to secure loans at reasonable rates, they did not have a \u201c[h]istory of successful capital\n\nraising,\u201d either. Id. And the Complaint alleges\u2014based upon internal Company documents\u2014that\n\nIIPR\u2019s leases required tenants to disclose this information to Defendants. \u00b6\u00b636, 75-76.\n\n       Second, Defendants assert (without supporting authority) that the Complaint \u201cdoes not\n\nchallenge as factually inaccurate\u201d any of the alleged misstatements. Br. at 15. But it is black-\n\nletter law that \u201cliteral accuracy is not enough,\u201d as Defendants \u201cmust as well desist from misleading\n\ninvestors by saying one thing and holding back another.\u201d Macquarie, 601 U.S. at 263 (quoting\n\n\n\n\n                                                18\n\f       Case 1:25-cv-00182-GLR                 Document 65           Filed 10/21/25         Page 24 of 36\n\n\n\nOmnicare, Inc. v. Laborers Dist. Council Constr. Indus. Pension Fund, 575 U.S. 175, 192 (2015)).\n\nAnd in all events, the Complaint does allege both that the first category of misstatements was\n\n\u201cfalse\u201d (or alternatively, misleading) and \u201cthat Defendants withheld actual knowledge\u201d (Br. at 16)\n\nof the Defaulting Tenants\u2019 red flags (e.g., \u00b6\u00b6150, 162).11\n\n         Third, Defendants claim (again, without supporting authority) that IIPR\u2019s risk warnings\n\nmeant investors could not have been \u201cmisled . . . into thinking that it was impossible that IIPR\u2019s\n\ntenants would default.\u201d Br. at 15. This is a red herring. All agree that investors understood\n\ncannabis operators were risky\u2014but that is exactly why Defendants\u2019 \u201crobust due diligence\u201d and\n\n\u201congoing monitoring\u201d was so important to investors because those were the steps Defendants said\n\nthey were taking to mitigate that risk. Defendants\u2019 repeated assurances of tenant oversight and\n\ntouting new investments in the Defaulting Tenants misled investors into believing that investing\n\nin IIPR was less risky than it actually was by concealing the financial problems with the Defaulting\n\nTenants that would ultimately wipe out 25% of IIPR\u2019s revenues. See, e.g., In re Emergent, 2023\n\nWL 5671608, at *20; Abbey Nat., 423 F. Supp. 2d at 359.12\n\n         Fourth, Defendants wrongly accuse Plaintiff of \u201cdistort[ing] Defendants\u2019 words.\u201d Br. at\n\n16-20. Plaintiff has distorted nothing. The Complaint sets out the challenged statements verbatim\n\nand then explains why those statements were materially false or misleading. That is what the\n\nPSLRA requires. Kusnier v. Virgin Galactic Holdings, Inc., 639 F. Supp. 3d 350, 368 (E.D.N.Y.\n\n2022) (plaintiff must \u201cidentif[y] specific statements\u201d and provide a \u201ca list of reasons why those\n\n\n\n11\n          Defendants\u2019 argument that a \u201cserious investor\u201d who understood IIPR\u2019s \u201caccounting methodology\u201d would\nhave understood the \u201cinherently risky business profile\u201d of IIPR\u2019s tenants, Br at 15-16, also misses the point. Even if\ninvestors knew and understood that IIPR was engaged in a \u201crisky business,\u201d it does not excuse Defendants from\nmisrepresenting the steps taken to mitigate those risks, and Defendants cite no authority holding otherwise.\n12\n          See also Roofers Local No. 149 Pension Fund v. Amgen Inc., 751 F. Supp. 3d 330, 348 (S.D.N.Y. 2024)\n(failure to disclose \u201cmagnitude of the Company\u2019s potential liability to the IRS\u201d misleading because it \u201cdid not reveal\nthe information necessary . . . to make a proper assessment of the alleged risks.\u201d).\n\n\n                                                         19\n\f       Case 1:25-cv-00182-GLR                 Document 65           Filed 10/21/25         Page 25 of 36\n\n\n\nstatements are allegedly misleading.\u201d). Defendants\u2019 argument is also belied by their own Exhibit\n\n17 (Dkt. No. 60-21), which purports to identify where \u201cPlaintiff inaccurately quotes statements.\u201d\n\nBr. at 16. But the accurate \u201ctext of [each] statement\u201d that Defendants claim was \u201cdistorted\u201d is\n\n\u201ccopied directly from the Consolidated Class Action Complaint,\u201d and Defendants have identified\n\nnothing that Plaintiff actually misquoted. Dkt. No. 60-21 at 3 n.1.13\n\n         As for Defendants\u2019 argument that the Complaint pleads \u201cno facts\u201d or is grounded on\n\n\u201ceditorial manipulation,\u201d the Court need only look at the examples in Defendants\u2019 Brief to see this\n\nis wrong. Defendants claim that it is an unsupported \u201cleap of logic\u201d to conclude that Defendants\n\nwere monitoring all of IIPR\u2019s tenants. Br. at 17. But no leap is required. Defendant Gold, for\n\nexample, told investors \u201cwe have said that we are monitoring all of our tenants, and we are\n\nmonitoring all of our tenants.\u201d \u00b6168. Similarly, Defendants wrongly claim that \u201cnothing ties . . .\n\ntogether\u201d Gold\u2019s statement \u201cthat IIPR had received a \u2018high adjusted rate of return for . . . a much\n\nlower risk [] profile\u201d and the idea that IIPR was performing due diligence and monitoring. Br. at\n\n17. But how could Gold \u201cdetermine what that \u2018risk profile\u2019 actually was as compared to the\n\npotential \u2018rate of return\u2019\u201d without the Company doing the due diligence and monitoring necessary\n\nto determine that risk? \u00b6129. And this statement was materially false to the extent that Defendants\n\nhad not done the oversight needed to assess the risks, or materially misleading for not disclosing\n\nwhat Gold knew about the Defaulting Tenants that would increase IIPR\u2019s \u201crisk profile.\u201d Id.\n\n         Finally, Defendants claim they \u201chad no obligation to disclose any actual knowledge [they]\n\nmight have had about tenants\u2019 finances.\u201d Br. at 20. Not so. Defendants had a duty to disclose all\n\nfacts \u201cnecessary in order to make the statements made, in light of the circumstances under which\n\nthey were made, not misleading.\u201d Matrixx Initiatives, Inc. v. Siracusano, 563 U.S. 27, 37 (2011).\n\n\n13\n       Since Plaintiff\u2019s allegations of falsity are also not contradicted by any of Defendant\u2019s documents, Plaintiff\u2019s\nComplaint is nothing like Phillips v. LCI Intern., Inc., 190 F.3d 609, 615-16 (4th Cir. 1999). See Br. at 17.\n\n\n                                                         20\n\f      Case 1:25-cv-00182-GLR           Document 65         Filed 10/21/25       Page 26 of 36\n\n\n\nThus, \u201c[e]ven when there is no existing independent duty to disclose information, once a\n\n[defendant] speaks on an issue or topic, there is a duty to tell the whole truth.\u201d Singer, 883 F. 3d\n\nat 440; see also Macquarie, 601 U.S. at 264 (Rule 10b-5 \u201crequires disclosure of information\n\nnecessary to ensure that statements already made are clear and complete\u201d). Once Defendants chose\n\nto speak about their due diligence, ongoing monitoring, and new investments in the Defaulting\n\nTenants, those subjects trigged \u201ca duty to tell the whole truth\u201d about the red flags at the Defaulting\n\nTenants. And Defendants cannot hide behind one self-serving quote from Defendant Smithers\n\nclaiming that \u201cconfidentiality agreements\u201d prohibited such disclosure. Br. at 20. This is wrong as\n\na matter of law and, in all events, a factual dispute that cannot be resolved on a motion to dismiss\n\nwhere the purported \u201cconfidentiality agreements\u201d are not before the Court. In re Wells Fargo &\n\nCo. Sec. Litig., 2021 WL 4482102, at *13 (S.D.N.Y. Sept. 30, 2021) (statement still misleading\n\nwhen failed to disclose confidential information that a reasonable investor would \u201ccertainly\n\nconsider\u201d material because \u201ceven if the [information] itself was confidential, upon choosing to\n\nspeak, one must speak truthfully about material issues.\u201d).\n\n       B.      Defendants\u2019 Misstatements Are Actionable\n\n       Defendants assert that certain misstatements were non-actionable as either protected\n\n\u201cforward-looking statements\u201d or puffery. Br. at 20-21. None of the statements identified by\n\nDefendants are protected by the PSLRA\u2019s Safe Harbor, as it applies \u201cto forward-looking\n\nstatements only, and not to material omissions or misstatements of historical fact.\u201d In re\n\nConstellation Energy Grp., Inc. Sec. Litig., 738 F. Supp. 2d 614, 625 (D. Md. 2010); see also\n\nMalone v. Microdyne Corp., 26 F.3d 471, 479-80 (4th Cir. 1994) (\u201cMisstatements or omissions\n\nregarding actual past or present facts are far more likely to be actionable than statements regarding\n\nprojections of future performance.\u201d). So this argument fails out of the gate.\n\n       Defendants pluck one sentence\u2014\u201cWe feel very confident in the Illinois Market\u201d\u2014out of\n\n\n                                                 21\n\f      Case 1:25-cv-00182-GLR           Document 65        Filed 10/21/25      Page 27 of 36\n\n\n\na two-paragraph misstatement (\u00b6131) and argue Plaintiff is alleging that \u201cIIPR\u2019s view[s] on how\n\ncertain states would perform\u201d are \u201cfictionally portray[ed] . . . as guarantees.\u201d Br. at 21. But this\n\ncontorts the Complaint. Paragraph 131 focuses on Regin\u2019s statements about (i) prior 4Front\n\ninvestments (\u201cwe did make an investment in the Illinois facility\u201d and \u201chave four individual leases\n\nwith [4Front]\u201d); (ii) his understanding of 4Front\u2019s finances (\u201csignificant delays in construction,\n\nwhich understandably had an impact\u201d); (iii) Illinois being \u201cone of the top 5 markets in the U.S.\u201d;\n\n(iv) the Company \u201clook[ing] at each\u201d tenants\u2019 \u201csituations individually\u201d; and (v) assurances that\n\nIIPR was then \u201clooking to maximize value of our portfolio\u201d and was then \u201cvery positive about the\n\nfuture resolution\u201d of 4Front issues. \u00b6131. Each of these are statements of present or historical\n\nfacts. The attack on paragraph 150 (Br. at 21) is even farther afield because Defendants are quoting\n\nPlaintiff\u2019s explanation of a misstatement, not anything they actually said about future performance.\n\n       But even if some of the misstatements were forward-looking (and they are not), they were\n\nnot accompanied by meaningful cautionary language. See In re Lab. Corp. of Am. Holdings Sec.\n\nLitig., 2006 WL 1367428, at *5 (M.D.N.C. May 18, 2006) (no safe harbor protection without\n\ncautionary language that \u201cconvey[s] substantive information about factors that realistically could\n\ncause results to differ materially from those projected in the forward-looking statement.\u201d). The\n\nboilerplate language cited by Defendants\u2014that \u201cactual results may differ materially due to a\n\nvariety of risks, uncertainties and other factors\u201d (Br. at 21)\u2014does not address the specific risk at\n\nissue, namely, the Defaulting Tenants\u2019 teetering finances, and so is inadequate. In re Am. Int\u2019l\n\nGrp., Inc. 2008 Sec. Litig., 741 F. Supp. 2d 511, 531 (S.D.N.Y. 2010) (cautionary language\n\n\u201cinadequate to shield defendants from liability for failing to disclose known specific risks.\u201d).\n\n       Likewise, none of the three misstatements identified by Defendants are inactionable\n\n\u201ccorporate optimism\u201d or puffery.       Br. at 22 (citing \u00b6\u00b6110, 187, 202).       Here, the alleged\n\n\n\n\n                                                 22\n\f      Case 1:25-cv-00182-GLR           Document 65         Filed 10/21/25      Page 28 of 36\n\n\n\nmisstatements are \u201creasonably understood to rest on a factual basis.\u201d Virginia Bankshares, Inc. v.\n\nSandberg, 501 U.S. 1083, 1093 (1991). Each statement was made about a specific set of tenants,\n\nand each statement characterized the strength of IIPR\u2019s investment. See, e.g., In re Lucent Tech.,\n\nInc. Sec. Litig., 217 F. Supp. 2d 529, 559 (D.N.J. 2002) (\u201cstrong customer acceptance\u201d not puffery\n\nbecause \u201creasonable investor likely would consider material any information relating to customer\n\nacceptance of key products\u201d). Defendant Regin was specifically referring to IIPR\u2019s \u201ccurrent tenant\n\nroster of our 30 tenants\u201d when he made the statement that \u201cwe really feel that we have some of the\n\nbest operators in the industry.\u201d \u00b6110. Likewise, Regin\u2019s statement, \u201cwe very much like the\n\nposition that our tenant partners are in the state,\u201d was in direct response to a question about IIPR\u2019s\n\n\u201cincremental investments over the last few months in New York.\u201d \u00b6187. And Regin\u2019s statement\n\nabout \u201cthe strength of the operators\u201d was in reference to two specific tenants, Gold Flora and\n\nLuma, in the context of touting new leases with these tenants as \u201ccredit upgrades.\u201d \u00b6202. The\n\nhealth of IIPR\u2019s tenants was a key question for investors, so these statements are not so \u201cobviously\n\nunimportant to a reasonable investor that reasonable minds could not differ on the question of their\n\nimportance\u201d as to be inactionable puffery. Singer, 883 F.3d at 440.\n\n       C.      The Complaint Plausibly Alleges Scienter\n\n       To plead scienter, a plaintiff must allege a strong inference \u201cthat the defendant acted with\n\na \u2018mental state embracing intent to deceive, manipulate, or defraud.\u201d Zak v. Chelsea Therapeutics\n\nInt\u2019l, Ltd., 780 F.3d 597, 606 (4th Cir. 2015). \u201cAllegations of reckless conduct can satisfy the\n\nlevel of scienter necessary to survive a motion to dismiss.\u201d Id. Recklessness is conduct that is \u201cso\n\nhighly unreasonable and such an extreme departure from the standard of ordinary care as to present\n\na danger of misleading the plaintiff to the extent that the danger was either known to the defendant\n\nor so obvious that the defendant must have been aware of it.\u201d Singer, 883 F.3d at 443. An\n\ninference of scienter \u201cneed not be irrefutable\u201d \u201cor even the \u2018most plausible of competing\n\n\n                                                 23\n\f       Case 1:25-cv-00182-GLR                 Document 65           Filed 10/21/25          Page 29 of 36\n\n\n\ninferences,\u2019\u201d and \u201c\u2018smoking-gun\u2019\u201d evidence is not required. Klein v. Altria Grp, Inc., 525 F. Supp.\n\n3d 638, 665 (E.D. Va. 2021) (quoting Tellabs, 551 U.S. at 324). Scienter allegations should be\n\naccepted as true and viewed holistically, not scrutinized \u201cin isolation\u201d to determine if \u201ca reasonable\n\nperson [would] deem the inference of scienter at least as strong as the opposing inference.\u201d\n\nCambridge Ret. Sys. v. Jeld-Wen Holding, Inc., 496 F. Supp. 3d 952, 968 (E.D. Va. 2020).\n\n         Here, the strong inference of scienter is a straightforward syllogism: (1) Defendants\n\nrepeatedly told investors that they were engaged in oversight of IIPR\u2019s tenants through due\n\ndiligence and ongoing monitoring; (2) there were myriad red flags with the finances at four of\n\nIIPR\u2019s largest tenants, which showed that these tenants were at high risk of default; (3) IIPR\u2019s\n\n\u201crobust due diligence\u201d and \u201congoing monitoring,\u201d as the process was explained by Defendants,\n\nshould have detected these red flags; therefore, it is plausible to infer either (a) IIPR was not doing\n\nthe oversight it represented to investors, and Defendants\u2019 statements like \u201cwe have said that we\n\nare monitoring all of our tenants, and we are monitoring all of our tenants\u201d (\u00b6165) were\n\nintentionally meant to deceive; or (b) the oversight did happen and Defendants either chose not to\n\nshare the known red flags with investors or disregarded those red flags. In either situation, (a) or\n\n(b), the Complaint pleads a strong inference of scienter.14 In re Emergent BioSolutions Inc. Sec.\n\nLitig., 2023 WL 5671608, at *22 (D. Md. Sept. 1, 2023) (\u201cThe presence of \u2018red flags,\u2019 coupled\n\nwith the \u2018breadth and gravity\u2019 of a company\u2019s problems\u201d provides \u201csubstantial weight to an\n\ninference\u201d of scienter and \u201c[t]he more significant the error the stronger the inference it supports.\u201d).\n\n         The facts underlying this syllogism are as follows: IIPR stated that it \u201crel[ied] on our\n\n\n\n14\n         Defendants are wrong that the Complaint \u201cdoes not outright state\u201d that Defendants \u201crecklessly did not\nconduct any due diligence\u201d or that the \u201cdue diligence was . . . recklessly flawed.\u201d Br. at 26. See, e.g., \u00b699 (alleging\nscienter because Defendants \u201ceither knew or recklessly disregarded\u201d that statements touting \u201cdue diligence\u201d and\n\u201cmonitoring\u201d were false or misleading). And Defendants\u2019 competing inference that this was all business as usual and\nsome tenants \u201cpaid rent for many years\u201d and \u201csome defaulted\u201d (Br. at 29), is certainly not more compelling.\n\n\n                                                         24\n\f       Case 1:25-cv-00182-GLR                Document 65           Filed 10/21/25         Page 30 of 36\n\n\n\nmanagement team to perform due diligence investigations of our potential tenants . . . and their\n\nproperties, operations, and prospects.\u201d \u00b691. Each of the Individual Defendants was a part of\n\nIIPR\u2019s management during the Class Period. \u00b6\u00b614-19, 98. Defendants Gold, Smithers, Regin, and\n\nHastings also made specific statements about IIPR\u2019s oversight of tenants and/or specific\n\ninvestments in the Defaulting Tenants.15 Given what IIPR told investors \u201cmanagement[\u2019s]\u201d role\n\nwas in tenant oversight, and the specific statements of the individuals about their involvement in\n\nthis process, it is clear the Individual Defendants were personally involved in the oversight process.\n\nThis oversight, according to Defendants, included, among other things, \u201cOngoing monitoring,\u201d of\n\ntenants\u2019 \u201ccash balance on hand today,\u201d \u201c[e]valuation of financial projections,\u201d \u201c[d]etailed review\n\nof financial statements, strategic initiatives, and growth plans,\u201d \u201c[q]uarterly reviews and requests\n\nfor information pertaining to financials and ongoing operations,\u201d and \u201c[m]eetings with tenants to\n\ntalk through operations and financials.\u201d E.g., \u00b695. Thus, if this process happened, then the\n\nIndividual Defendants would have learned that the Defaulting Tenants were in serious financial\n\ndistress, including that they were behind on taxes, could not pay vendors, did not have cash to fund\n\ntheir day-to-day operations, and could not effectively borrow money to cover expenses.16 These\n\nallegations comfortably support an inference of scienter. See James River, 2023 WL 5538218, at\n\n*19 (10-K filings stating that \u201csenior management\u201d conducted reviews \u201cat least quarterly\u201d of\n\nreserves supported scienter of executive defendants); KBC Asset Mgmt. NV v. 3D Sys. Corp., 2016\n\nWL 3981236, at *9 (D.S.C. July 25, 2016) (allegation that defendants were part of acquisition\n\nteam supported that they \u201cnecessarily had access to confidential information regarding the state of\n\nthe acquisition strategy\u201d \u201c[b]y nature of these positions\u201d).\n\n\n\n15\n        See, e.g., \u00b6\u00b6106, 114, 119, 135, 161, 164, 168, 172, 190, 202, 205.\n16\n        So Defendants are incorrect that the Complaint\u2019s scienter allegations rest solely on \u201cgeneral facts about the\nIndividual Defendants\u2019 employment and/or roles at the Company.\u201d See Br. at 23.\n\n\n                                                        25\n\f       Case 1:25-cv-00182-GLR                 Document 65           Filed 10/21/25         Page 31 of 36\n\n\n\n         The best response Defendants muster is claiming there can be no inference of scienter\n\nbecause Plaintiff does not \u201callege that Defendants withheld actual knowledge that IIPR\u2019s tenants\n\nwould default.\u201d Br. at 25. \u201cBut to adequately allege scienter, the Plaintiffs do not need to allege\n\nthat [Defendants] could have predicted that this particular incident would occur in the future. They\n\nneed only allege that the Defendants were severely reckless in omitting material facts that could\n\nmislead investors\u201d about the event\u2019s likelihood. In re Emergent, 2023 WL 5671608, at *24.17\n\n         The Complaint\u2019s strong inference of scienter is further supported by additional facts. First,\n\nthe content of the misstatements supports the inference of scienter. That Defendants claimed to\n\nbe knowledgeable about how IIPR was \u201cwatching each of our tenants and working with them very\n\nclosely,\u201d and doing \u201cdeep dives into every single one of our tenants\u201d (\u00b6\u00b6164, 172), supports that\n\nthey \u201cpossessed knowledge of the true state of affairs\u201d and knew that their representations were\n\nfalse or misleading. See Genworth, 103 F. Supp. 3d at 785 (assertions of \u201cintimate involvement\u201d\n\nin a business line supported inference that defendants \u201cpossessed knowledge of the true state of\n\naffairs\u201d of that business); In re Comput. Sciences Corp. Sec. Litig., 890 F. Supp. 2d 650, 669 (E.D.\n\nVa. 2012) (statements that contract was one that defendant \u201cwatch[ed] most closely\u201d supported\n\nscienter); James River, 2023 WL 5538218, at *19 (statements that defendants were doing a \u201cdeep\n\ndive\u201d and \u201cwatching [reserves] very carefully and very closely\u201d supported scienter); Loc. 731 I.B.\n\nof T. Excavators & Pavers Pension Tr. Fund v. Swanson, 2011 WL 2444675, at *12 (D. Del. June\n\n14, 2011) (statements that defendants \u201cclosely monitor[ed]\u201d advertiser usage supported scienter).\n\nSecond, the context in which many of the misstatements were made\u2014repeatedly, and in response\n\n\n17\n          Nor does Plaintiff \u201cstack inference upon inference\u201d to plead scienter. Def. Br. at 25. Unlike in San Antonio\nFire & Police Pension Fund v. Syneos Health Inc., scienter here is based on far more than \u201cthe mere fact that\nDefendants conducted due diligence.\u201d 75 F.4th 232, 243 (4th Cir. 2023). The Complaint pleads numerous additional\nfactors that, viewed holistically, support a strong inference that Defendants knew, or were reckless in not knowing,\nthat the Defaulting Tenants were at high risk of default, particularly since, unlike in Syneos, they had the specific\ntenant financial information that would have alerted them of the risk. See James River, 2023 WL 553828, at *19.\n\n\n                                                         26\n\f       Case 1:25-cv-00182-GLR                 Document 65           Filed 10/21/25          Page 32 of 36\n\n\n\nto specific questions about oversight of tenants\u2014supports the inference of scienter.18 See Inst.\n\nInv. Grp. v. Avaya Inc., 564 F.3d 242, 269 (3d Cir. 2009) (scienter found where defendant\n\n\u201cexplicitly denied the existence of [] discounting in response to repeated questions about pricing\n\nby analysts\u201d); City of Southfield Fire & Police Ret. Sys. v. Hayward Holdings, Inc., 2025 WL\n\n1577315, at *16 (D.N.J. June 4, 2025) (misstatements in responses to \u201cdirect and repeated\n\nquestions\u201d supported scienter); KBC, 2016 WL 3981236, at *9 (false and misleading responses to\n\nrepeated questions from analysts asking about key business operations bolstered scienter).\n\n         Third, the inference of scienter is further buttressed because the alleged misstatements dealt\n\nwith the \u201ccore operations\u201d of IIPR\u2019s business. Yates v. Mun. Mortg. & Equity, LLC, 744 F.3d 874,\n\n890 (4th Cir. 2014) (misleading statements that relate to a company\u2019s \u201ccore business\u201d or core\n\noperations \u201care relevant to the court\u2019s holistic analysis of scienter.\u201d); Novavax, 645 F. Supp. 3d at\n\n527. IIPR\u2019s revenues depended on the ability of a small number of tenants to consistently pay\n\nrent, so the state of those tenants\u2019 finances was critical to IIPR\u2019s bottom line. Thus, the alleged\n\nmisstatements\u2014about the thoroughness of IIPR\u2019s oversight of tenants\u2019 finance\u2014go to the heart of\n\nIIPR\u2019s core operations, and further support an inference that the Individual Defendants knew or\n\nrecklessly disregard the risks posed by the Defaulting Tenants. See Genworth, 103 F. Supp. 3d at\n\n784; Novavax, 645 F. Supp. 3d at 527-28 (vaccine that was \u201ccritical to [the company\u2019s] success\u201d\n\nmade it more plausible that Defendants \u201cwere aware of the facts underlying\u201d the alleged\n\nconcerning vaccine); KBC, 2016 WL 3981236, at *9.19\n\n         Finally, the Complaint also offers a motive for why at least three of the Individual\n\n\n\n18\n          \u00b6\u00b6113-14, 118-19, 127, 131, 135, 160-61, 164.\n19\n          Additionally, IIPR\u2019s small size\u2014only 22 to 23 full-time employees (\u00b6253)\u2014makes it more likely that the\nIndividual Defendants were aware of any problems. See De Vito v. Liquid Holdings Grp., Inc., 2018 WL 6891832, at\n*36 (D.N.J. Dec. 31, 2018) (from \u201ccloseness of the connection to [Defendant's] core operations and the relative [small]\nsize of the company\u201d it is inferable that management was \u201cmaking themselves aware of\u201d customer problems).\n\n\n                                                         27\n\f      Case 1:25-cv-00182-GLR           Document 65        Filed 10/21/25      Page 33 of 36\n\n\n\nDefendants would mislead investors, which further supports an inference of scienter. The \u201cdesire\n\nfor personal financial gain\u201d provides a motive to engage in fraud and weighs in favor of scienter\n\n(but is not a required showing). Jeld-Wen Holding, Inc., 496 F. Supp. 3d at 966. Defendants Gold,\n\nSmithers, and Hastings were granted Performance Share Unit (\u201cPSU\u201d) awards before the start of\n\nthe Class Period that would vest during the Class Period. \u00b6\u00b6256-58. If Defendants were successful\n\nin keeping IIPR\u2019s stock price up, they stood to receive large cash payments from back dividends\n\non the PSU\u2019s they had already been granted, in addition to more shares in IIPR. Id.; see In re\n\nToronto-Dominion Bank Sec. Litig., 2018 WL 6381882, at *15 (D.N.J. Dec. 6, 2018) (timing of\n\nvesting of defendants\u2019 PSUs supported scienter even though \u201cPSUs were not technically exercised\n\nor sold\u201d). As an added motive, Gold, Smithers, and Hastings did not receive these bonuses in the\n\nyear before the Class Period started because the defaults at Kings Garden and Parallel, among\n\nother things, caused IIPR\u2019s stock price to decline. \u00b6259. Defendants\u2019 rejoinder\u2014that this cannot\n\nbe a motive because nobody \u201creceived any stock award\u201d (Br. at 25)\u2014misses the mark. \u201cThe fact\n\nthat a gamble . . . fails is not inconsistent with\u201d scienter. Makor Issues & Rights, Ltd. v. Tellabs\n\nInc., 513 F.3d 702, 710 (7th Cir. 2008) (\u201cIt is like embezzling in the hope that winning at the track\n\nwill enable the embezzled funds to be replaced before they are discovered to be missing\u201d).\n\nII.    THE COMPLAINT IS NEITHER PROLIX NOR IMPROPERLY PLED\n\n       Defendants attack the length and writing style of the Complaint on the grounds of\n\n\u201cprolixity\u201d and \u201cgroup pleading.\u201d Br. at 9-12. This argument rests on a misreading of the\n\nComplaint and applicable law. In fact, the Court can disregard Defendants\u2019 \u201cprolixity\u201d argument\n\nentirely because Plaintiff received leave to \u201cfile a complaint that shall not exceed 107 pages\u201d \u201cfor\n\ngood cause shown,\u201d and with Defendants\u2019 consent. Dkt. No. 53.\n\n       Defendants seek to end run the Court\u2019s prior order by asserting that the Complaint is\n\nnonetheless too repetitive and lacks citations and exhibits. Br. at 10-12. But Defendants cite no\n\n\n                                                 28\n\f       Case 1:25-cv-00182-GLR               Document 65          Filed 10/21/25        Page 34 of 36\n\n\n\nauthority to support these arguments, presumably because dismissal under Rule 8 \u201cis usually\n\nreserved for those cases in which the complaint is so confused, ambiguous, vague, or otherwise\n\nunintelligible that its true substance, if any, is well disguised.\u201d In re Parmalat Sec. Litig., 375 F.\n\nSupp. 2d 278, 311 (S.D.N.Y. 2005) (declining to dismiss 368-page page securities fraud complaint\n\nbecause it did not \u201coverwhelm the defendants\u2019 ability to understand or to mount a defense\u201d). That\n\nis not the case here. The Complaint identifies each misstatement, highlights the exact portion\n\nchallenged, explains why those statements were false and misleading, states the precise facts\n\ngiving rise to an inference of scienter\u2014all as required by the PSLRA\u2014and in doing so \u201cfulfill[s]\n\nthe purpose of Rule 8 by putting Defendants on notice of the true substance of the claims against\n\nthem.\u201d In re Intuitive Surgical Sec. Litig., 65 F. Supp. 3d 821, 831 (N.D. Cal. 2014).20\n\n        And Defendants\u2019 Motion belies any claim that more citations or exhibits are required by\n\nattaching over 700 pages of exhibits. (Dkt. No. 60). Exhibits 1-18 are copies of the SEC filings,\n\ntranscripts, and other statements at issue in this case, which shows Defendants are on notice.\n\n        Defendants\u2019 \u201cgroup pleading\u201d argument (Br. at 11-12) is even more tenuous.                          The\n\nComplaint does not \u201cattribute certain statements to Individual Defendants who did not make\n\nthem.\u201d See Br. at 11. The Complaint\u2019s allegations attribute each misstatement to a specific\n\nDefendant or Defendants. See, e.g., \u00b6\u00b6103, 123, 128 (attributing alleged misstatements to Regin,\n\nSmithers, and Gold, respectively); \u00b691 (attributing alleged misstatements in IIPR\u2019s 10-K to\n\nSmithers and Hastings who certified the filing). Each Defendant is liable under for the specific\n\nmisstatements attributed to them, and each Defendant is liable as a control person because they\n\nhad the power to \u201ccontrol public statements about IIPR.\u201d \u00b6280. No more is required. Jeld-Wen,\n\n\n20\n         The cases Defendants cite are inapposite as the complaints were not subject to the PSLRA. See Br. at 12\n(citing Kitchings v. Integral Consulting Servs., Inc., 2021 WL 3418838 (D. Md. Aug. 5, 2021); Plumhoff v. Central\nMort. Co., 286 F. Supp. 3d 699 (D. Md. 2017); Jianqing Wu v. TrustPoint Int\u2019l, 2015 WL 13091378 (D. Md. Oct. 5,\n2015); Arnold v. CitiMortgage, Inc., 578 F. Supp. 2d 801 (D. Md. 2008)).\n\n\n                                                       29\n\f       Case 1:25-cv-00182-GLR                Document 65           Filed 10/21/25         Page 35 of 36\n\n\n\n496 F. Supp. 3d at 967 (no group pleading where plaintiffs \u201cspecifically identified false or\n\nmisleading statements made by the defendants.\u201d).\n\nIII.     THE COMPLAINT ADEQUATELY ALLEGES A CONTROL PERSON CLAIM\n\n         \u201cControl person liability\u201d under \u00a7 20(a) requires only allegations of (i) a primary violation\n\nunder \u00a7 10(b); and (ii) \u201ccontrol by the defendant over the primary violator.\u201d Jeld-Wen, 496 F.\n\nSupp. 3d at 971. A heightened pleading standard does not apply. Id. at 972. \u201c[D]etermining\n\nwhether an individual is a control person presents a complex factual question,\u201d and \u201cis not\n\nordinarily subject to resolution on a motion to dismiss.\u201d Black v. Martek Biosciences Corp., 2006\n\nWL 8435572, at *7 (D. Md. June 14, 2006). Here, Plaintiff alleges (i) a primary violation, (ii) that\n\nall the Individual Defendants were part of IIPR\u2019s \u201csenior management team,\u201d (iii) had the power\n\nand ability to \u201ccontrol public statements about IIPR,\u201d (iv) made numerous public statements on\n\nbehalf of the Company, and (iv) made misleading statements, including in SEC filings. See, e.g.,\n\n\u00b6\u00b693, 98, 105, 108, 116, 151, 182, 200, 215, 280. These allegations plead Defendants\u2019 liability\n\nunder \u00a7 20(a). See, e.g., Martek, 2006 WL 84345572, at *7 (that defendants signed actionable\n\nSEC filings, controlled contents of public documents, and made public statements sufficient to\n\nplead control).\n\n                                                CONCLUSION\n\n                  For the foregoing reasons, Defendants\u2019 Motion should be denied.21\n\n\n\n\n21\n        If the Court grants the Motion, Plaintiff requests leave to amend. See Sciolino v. City of Newport News, Va.,\n480 F.3d 642, 651 (4th Cir. 2007) (\u201cLeave to amend shall be freely given when justice so requires.\u201d).\n\n\n                                                         30\n\f     Case 1:25-cv-00182-GLR   Document 65       Filed 10/21/25    Page 36 of 36\n\n\n\nDATED: October 21, 2025       Respectfully submitted,\n                              ABATO, RUBENSTEIN AND ABATO, P.A.\n\n                              /s/ Corey Smith Bott\n                              Corey Smith Bott (Bar No. 25673)\n                              Shauna Barnaska (Bar No. 16755)\n                              809 Gleneagles Court, Suite 21286\n                              Telephone: (410) 321-0990\n                              Fax: (410) 321-1419\n                              csbott@abatolaw.com\n                              sbarnaskas@abatolaw.com\n\n                              Local Counsel for Lead Plaintiff City of Birmingham\n                              Retirement and Relief System\n\n                              SCOTT+SCOTT ATTORNEYS AT LAW LLP\n                              Jacob L. Lieberman (admitted pro hac vice)\n                              Jessica M. Casey (Bar No. 31720)\n                              156 S. Main Street\n                              P.O. Box 192\n                              Colchester, CT 06415\n                              Telephone: (860) 537-5537\n                              Fax: (860) 537-4432\n                              jlieberman@scott-scott.com\n                              jcasey@scott-scott.com\n\n                              Susan Hu (admitted pro hac vice)\n                              Lana V. Levin (admitted pro hac vice)\n                              The Helmsley Building\n                              230 Park Avenue, 24th Floor\n                              New York, NY 10169\n                              Telephone: (212) 223-6444\n                              Fax: (212) 223-6334\n                              shu@scott-scott.com\n                              llevin@scott-scott.com\n\n\n                              Counsel for Lead Plaintiff City of Birmingham Retirement\n                              and Relief System\n\n\n\n\n                                       31\n\f","ocr_status":2,"date_upload":"2026-05-12T04:08:47.200656-07:00","document_number":"65","attachment_number":null,"pacer_doc_id":"093015251253","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"","acms_document_guid":""}],"date_created":"2025-12-22T00:52:33.459768-08:00","date_modified":"2025-12-22T17:53:29.679041-08:00","date_filed":"2025-10-21","time_filed":null,"entry_number":65,"recap_sequence_number":"2025-10-21.001","pacer_sequence_number":205,"description":"RESPONSE in Opposition re 60 MOTION to Dismiss for Failure to State a Claim filed by City of Birmingham Retirement and Relief System.(Bott, Corey) (Entered: 10/21/2025)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/447935813/","id":447935813,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/69564418/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/462700611/","id":462700611,"tags":[],"absolute_url":"/docket/69564418/64/giraudon-v-innovative-industrial-properties-inc/","date_created":"2025-12-22T00:52:33.428176-08:00","date_modified":"2026-05-14T07:09:47.988321-07:00","sha1":"781d7310c27a1203c024460c220817df9cfaea1b","page_count":2,"file_size":77540,"filepath_local":"recap/gov.uscourts.mdd.574670/gov.uscourts.mdd.574670.64.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.mdd.574670/gov.uscourts.mdd.574670.64.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"       Case 1:25-cv-00182-GLR         Document 64      Filed 10/16/25    Page 1 of 2\n\n\n\n                      IN THE UNITED STATES DISTRICT COURT\n                         FOR THE DISTRICT OF MARYLAND\n\n ALAIN GIRAUDON, individually and              *\n on behalf of all others similarly situated,\n                                               *\n        Plaintiffs,\n                                               *      Civil Action No. GLR-25-182\n v.\n                                               *\n INNOVATIVE INDUSTRIAL\n PROPERTIES, INC., et al.,                     *\n\n        Defendants.                            *\n                                               ***\n                                          ORDER\n\n       On October 16, 2025, the Court issued an Order granting Defendants Innovative\n\nIndustrial Properties, Inc., Alan Gold, Paul Smithers, David Smith, Benjamin C. Regin,\n\nand Catherine Hastings\u2019 Motion to Dismiss Lead Plaintiff\u2019s Consolidated Class Action\n\nComplaint (ECF No. 60) as unopposed. Shortly thereafter, the Court received a phone call\n\nfrom counsel for Lead Plaintiff City of Birmingham Retirement and Relief System\n\n(\u201cRRS\u201d), informing the Court that, under the Court\u2019s April 25, 2025 Scheduling Order,\n\nRRS\u2019s Opposition is due on October 21, 2025 rather than September 5, 2025, as would be\n\nthe case under the Local Rules. (See Sched. Order at 1, ECF No. 41).\n\n       Accordingly, it is this 16th day of October, 2025, by the United States District Court\n\nfor the District of Maryland, hereby:\n\n       ORDERED that the Court\u2019s Order granting Defendants\u2019 Motion to Dismiss Lead\n\nPlaintiff\u2019s Consolidated Class Action Complaint (ECF No. 63) is VACATED;\n\n       IT IS FURTHER ORDERED that the Clerk shall REOPEN this case;\n\f       Case 1:25-cv-00182-GLR    Document 64    Filed 10/16/25   Page 2 of 2\n\n\n\n       IT IS FURTHER ORDERED that RRS may FILE an Opposition to the Motion to\n\nDismiss by October 21, 2025, and Defendants may FILE a Reply by November 20, 2025;\n\nand\n\n       IT IS FURTHER ORDERED that the Clerk shall PROVIDE a copy of this Order to\n\nall counsel of record.\n\n                                     ____________/s/________________\n                                     George L. Russell, III\n                                     Chief United States District Judge\n\n\n\n\n                                        2\n\f","ocr_status":2,"date_upload":"2026-05-12T04:09:06.807562-07:00","document_number":"64","attachment_number":null,"pacer_doc_id":"093015240224","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"","acms_document_guid":""}],"date_created":"2025-12-22T00:52:33.398416-08:00","date_modified":"2025-12-22T17:53:29.635130-08:00","date_filed":"2025-10-16","time_filed":null,"entry_number":64,"recap_sequence_number":"2025-10-16.002","pacer_sequence_number":203,"description":"ORDER vacating 63 Order granting Defendants' Motion to Dismiss Lead Plaintiff's Consolidated Class Action Complaint; REOPENING CASE; directing that RRS may file an Opposition to the Motion to Dismiss by 10/21/2025, and Defendants may file a Reply by 11/20/2025. Signed by Chief Judge George Levi Russell, III on 10/16/2025. (bg3s, Deputy Clerk) (Entered: 10/16/2025)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/447935812/","id":447935812,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/69564418/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/462700610/","id":462700610,"tags":[],"absolute_url":"/docket/69564418/63/giraudon-v-innovative-industrial-properties-inc/","date_created":"2025-12-22T00:52:33.365063-08:00","date_modified":"2026-05-14T07:09:12.458938-07:00","sha1":"407a64b5ac49d87c0b7e809d401c59d34ba9924d","page_count":2,"file_size":83073,"filepath_local":"recap/gov.uscourts.mdd.574670/gov.uscourts.mdd.574670.63.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.mdd.574670/gov.uscourts.mdd.574670.63.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"       Case 1:25-cv-00182-GLR         Document 63     Filed 10/16/25   Page 1 of 2\n\n\n\n                         IN THE UNITED STATES DISTRICT COURT\n                            FOR THE DISTRICT OF MARYLAND\n\n ALAIN GIRAUDON, individually and              *\n on behalf of all others similarly situated,\n                                               *\n           Plaintiffs,\n                                               *     Civil Action No. GLR-25-182\n v.\n                                               *\n INNOVATIVE INDUSTRIAL\n PROPERTIES, INC., et al.,                     *\n\n           Defendants.                         *\n                                               ***\n                                          ORDER\n\n       Pending before the Court is Defendants Innovative Industrial Properties, Inc., Alan\n\nGold, Paul Smithers, David Smith, Benjamin C. Regin, and Catherine Hastings\u2019 Motion to\n\nDismiss Lead Plaintiff\u2019s Consolidated Class Action Complaint (ECF No. 60). The Motion\n\nis ripe for disposition, and no hearing is necessary. See Local Rule 105.6 (D.Md. 2025).\n\nFor the reasons set forth below, the Court will grant the Motion.\n\n       Lead Plaintiff City of Birmingham Retirement and Relief System (\u201cRRS\u201d) filed an\n\nAmended Consolidated Class Action Complaint in the above-captioned action on June 23,\n\n2025, alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of\n\n1934. (Am. Compl. at 105\u201306, ECF No. 50).1 In response, Defendants filed the instant\n\nMotion to Dismiss on August 22, 2025, asserting that RRS failed to state a claim that\n\nsatisfies the \u201cheightened pleading standard\u201d for Section 10(b) actions. (Def.\u2019s Mem. L.\n\n\n\n\n      Citations to page numbers refer to the pagination assigned by the Court\u2019s Case\n       1\n\nManagement/Electronic Files (\u201cCM/ECF\u201d) system.\n\f       Case 1:25-cv-00182-GLR        Document 63       Filed 10/16/25    Page 2 of 2\n\n\n\nSupp. Mot. Dismiss [\u201cMot.\u201d] at 18\u201336, ECF No. 60-1).2 Under Local Rule 105.2(a), RRS\u2019s\n\nOpposition was due by September 5, 2025. To date, the Court has not received an\n\nOpposition from RRS. Because the Court finds that Defendants\u2019 unopposed Motion is\n\nmeritorious and well-founded, the Motion to Dismiss shall be granted.\n\n       Accordingly, it is this 16th day of October, 2025, by the United States District Court\n\nfor the District of Maryland, hereby:\n\n       ORDERED that Defendants\u2019 Motion to Dismiss (ECF No. 60) is GRANTED;\n\n       IT IS FURTHER ORDERED that the Amended Class Action Complaint (ECF No.\n\n50) is DISMISSED without prejudice;\n\n       IT IS FURTHER ORDERED that the Clerk shall PROVIDE a copy of this Order to\n\nall counsel of record; and\n\n       IT IS FURTHER ORDERED that the Clerk shall CLOSE this case.\n\n\n\n                                          ____________/s/________________\n                                          George L. Russell, III\n                                          Chief United States District Judge\n\n\n\n\n       2\n         Defendants also argue that the Court should dismiss the Amended Complaint\nbecause it is unnecessarily lengthy and difficult to parse. (Mot. at 15\u201318). Because RRS\nsought leave of Court to file an Amended Complaint in excess of forty pages, Defendants\ndid not oppose that request, and the Court granted the request, (see ECF Nos. 49, 53), the\nCourt will not dismiss the Amended Complaint on this ground.\n                                             2\n\f","ocr_status":2,"date_upload":"2026-05-12T04:09:01.864232-07:00","document_number":"63","attachment_number":null,"pacer_doc_id":"093015239785","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"","acms_document_guid":""}],"date_created":"2025-12-22T00:52:33.335711-08:00","date_modified":"2025-12-22T17:53:29.594037-08:00","date_filed":"2025-10-16","time_filed":null,"entry_number":63,"recap_sequence_number":"2025-10-16.001","pacer_sequence_number":200,"description":"-VACATED PER ECF 64 - ORDER granting 60 Defendants' Motion to Dismiss for Failure to State a Claim; dismissing without prejudice 50 Plaintiff's Amended Class Action Complaint; directing the Clerk to close this case. Signed by Chief Judge George Levi Russell, III on 10/16/2025. (bg3s, Deputy Clerk) Modified on 10/16/2025 (bg3s). (Entered: 10/16/2025)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/447935811/","id":447935811,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/69564418/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/462700609/","id":462700609,"tags":[],"absolute_url":"/docket/69564418/62/giraudon-v-innovative-industrial-properties-inc/","date_created":"2025-12-22T00:52:33.295297-08:00","date_modified":"2026-05-14T07:06:57.857535-07:00","sha1":"7050d337e7a15eb2f9e09d564d1d394dd0550e5d","page_count":1,"file_size":228784,"filepath_local":"recap/gov.uscourts.mdd.574670/gov.uscourts.mdd.574670.62.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.mdd.574670/gov.uscourts.mdd.574670.62.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"        Case 1:25-cv-00182-GLR              Document 62      Filed 09/22/25       Page 1 of 1\n\n\n\n                             UNITED STATES DISTRICT COURT\n                                DISTRICT OF MARYLAND\n\n ALAIN GIRAUDON, Individually and on                   Case No. 1:25-cv-00182-GLR\n Behalf of All Others Similarly Situated,\n                               Plaintiff,\n          v.\n INNOVATIVE INDUSTRIAL PROPERTIES,\n INC., ALAN GOLD, PAUL SMITHERS,\n DAVID SMITH, and BEN REGIN,\n                               Defendants.\n\n\n\n                ORDER GRANTING MOTION TO WITHDRAW AS ATTORNEY\n\n        This matter comes before the Court on the Motion to Withdraw as Attorney Nicholas S. Bruno for\n\nLead Plaintiff City of Birmingham Retirement and Relief System. For the reasons stated in the Motion and\n\nfor good cause having been shown, it is hereby ORDERED that the Motion is GRANTED.\n\n\n\n        It is SO ORDERED.\n\n\nDATED this _22nd_ day of __September__, 2025.                   _____________/s/________________\n                                                                HON. GEORGE LEVI RUSSELL, III\n\f","ocr_status":2,"date_upload":"2026-05-12T03:18:07.708153-07:00","document_number":"62","attachment_number":null,"pacer_doc_id":"093015175236","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"","acms_document_guid":""}],"date_created":"2025-12-22T00:52:33.265255-08:00","date_modified":"2025-12-22T17:53:29.404610-08:00","date_filed":"2025-09-22","time_filed":null,"entry_number":62,"recap_sequence_number":"2025-09-22.001","pacer_sequence_number":198,"description":"ORDER granting 61 Plaintiff's Motion to Withdraw as Attorney. Attorney Nicholas S. Bruno terminated. Signed by Chief Judge George Levi Russell, III on 9/22/2025. (bg3s, Deputy Clerk) (Entered: 09/22/2025)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/447935810/","id":447935810,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/69564418/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/462700608/","id":462700608,"tags":[],"absolute_url":"/docket/69564418/61/giraudon-v-innovative-industrial-properties-inc/","date_created":"2025-12-22T00:52:33.231991-08:00","date_modified":"2025-12-22T17:53:29.381028-08:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"61","attachment_number":null,"pacer_doc_id":"093015173413","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"","acms_document_guid":""}],"date_created":"2025-12-22T00:52:33.200940-08:00","date_modified":"2025-12-22T17:53:29.342535-08:00","date_filed":"2025-09-19","time_filed":null,"entry_number":61,"recap_sequence_number":"2025-09-19.001","pacer_sequence_number":196,"description":"MOTION to Withdraw as Attorney Nicholas S. Bruno by City of Birmingham Retirement and Relief System (Attachments: # 1 Text of Proposed Order)(Laughlin, Thomas) (Entered: 09/19/2025)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/447935809/","id":447935809,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/69564418/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/462700607/","id":462700607,"tags":[],"absolute_url":"/docket/69564418/60/giraudon-v-innovative-industrial-properties-inc/","date_created":"2025-12-22T00:52:33.167422-08:00","date_modified":"2025-12-22T17:53:29.311165-08:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"60","attachment_number":null,"pacer_doc_id":"093015111904","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"","acms_document_guid":""}],"date_created":"2025-12-22T00:52:33.138166-08:00","date_modified":"2025-12-22T17:53:29.235758-08:00","date_filed":"2025-08-22","time_filed":null,"entry_number":60,"recap_sequence_number":"2025-08-22.002","pacer_sequence_number":193,"description":"MOTION to Dismiss for Failure to State a Claim by Alan D. Gold, Catherine Hastings, Innovative Industrial Properties, Inc., Ben Regin, David Smith, Paul E. Smithers (Attachments: # 1 Memorandum in Support Memorandum in Support of Motion to Dismiss, # 2 Text of Proposed Order Proposed Order Granting Motion to Dismiss, # 3 Affidavit Declaration of Paul Smithers, # 4 Exhibit Exhibit 1 - 2022 10-K, # 5 Exhibit Exhibit 2 - 2023 10-K, # 6 Exhibit Exhibit 3 - 2024 10-K, # 7 Exhibit Exhibit 4 - 2024 Q1 10-Q, # 8 Exhibit Exhibit 5 - 2024 Q2 10-Q, # 9 Exhibit Exhibit 6 - 2024 Q3 10-Q, # 10 Exhibit Exhibit 7 - Earnings Call Transcript, # 11 Exhibit Exhibit 8 - Earnings Call Transcript, # 12 Exhibit Exhibit 9 - Earnings Call Transcript, # 13 Exhibit Exhibit 10 - Earnings Call Transcript, # 14 Exhibit Exhibit 11 - Earnings Call Transcript, # 15 Exhibit Exhibit 12 - Earnings Call Transcript, # 16 Exhibit Exhibit 13 - Investor Presentation, # 17 Exhibit Exhibit 14 - Press Release, # 18 Exhibit Exhibit 15 - Summary Chart, # 19 Exhibit Exhibit 16 - Summary Chart, # 20 Exhibit Exhibit 17 - Summary Chart, # 21 Exhibit Exhibit 18 - Summary Chart, # 22 Exhibit Exhibit 19 - Summary Chart)(Ginsburg, Jarren) (Entered: 08/22/2025)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/447935808/","id":447935808,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/69564418/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/462700606/","id":462700606,"tags":[],"absolute_url":"/docket/69564418/59/giraudon-v-innovative-industrial-properties-inc/","date_created":"2025-12-22T00:52:33.106382-08:00","date_modified":"2026-05-14T07:10:56.095565-07:00","sha1":"97b9650161b3be0a1caa7bf1f431e04578d3d533","page_count":1,"file_size":48256,"filepath_local":"recap/gov.uscourts.mdd.574670/gov.uscourts.mdd.574670.59.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.mdd.574670/gov.uscourts.mdd.574670.59.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"         Case 1:25-cv-00182-GLR         Document 59        Filed 08/22/25     Page 1 of 1\n\n\n\n                           UNITED STATES DISTRICT COURT\n                              DISTRICT OF MARYLAND\n\n                                                    Case No. 1:25-cv-00182-GLR\n IN RE INNOVATIVE INDUSTRIAL\n                                                    CLASS ACTION\n PROPERTIES, INC. SECURITIES\n LITIGATION\n                                                    ORDER GRANTING UNOPPOSED\n                                                    MOTION FOR A PARTIAL LIFT OF\n                                                    THE DISCOVERY STAY\n\n\n         THIS CAUSE came before the Court and upon due consideration, and for good cause\n\nshown,\n\n         IT IS HEREBY ORDERED as follows:\n\n         1.    Plaintiff\u2019s unopposed motion for a partial lift of the discovery stay for the limited\n\n               purpose of serving preservation subpoenas on non-parties PharmaCann, Inc.;\n\n               4Front Ventures Corp.; Gold Flora, LLC; and Tilt Holdings, Inc. is GRANTED.\n\n         2.    Any subpoena issued shall expressly state in prominent text that no documents are\n\n               to be produced, and if any documents are inadvertently or incorrectly produced by\n\n               the party being subpoenaed, Plaintiff is required to promptly (i) issue a notice to\n\n               Defendants and the Court that documents were produced and (ii) sequester and not\n\n               review any such documents produced unless the stay currently in place pursuant to\n\n               the PSLRA has been lifted by a further Order of the Court.\n\n\nIT IS SO ORDERED.\n\nDated: ___August 22___, 2025\n\n                                             ________________/s/___________________\n                                             George L. Russell, III\n                                             Chief United States District Judge\n\f","ocr_status":2,"date_upload":"2026-05-12T04:08:47.428409-07:00","document_number":"59","attachment_number":null,"pacer_doc_id":"093015111847","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"","acms_document_guid":""}],"date_created":"2025-12-22T00:52:33.076324-08:00","date_modified":"2025-12-22T17:53:29.151705-08:00","date_filed":"2025-08-22","time_filed":null,"entry_number":59,"recap_sequence_number":"2025-08-22.001","pacer_sequence_number":191,"description":"ORDER granting 57 Plaintiff's Unopposed Motion for a Partial Lift of the Discovery Stay. Signed by Chief Judge George Levi Russell, III on 8/22/2025. (bg3s, Deputy Clerk) (Entered: 08/22/2025)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/447935807/","id":447935807,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/69564418/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/462700605/","id":462700605,"tags":[],"absolute_url":"/docket/69564418/58/giraudon-v-innovative-industrial-properties-inc/","date_created":"2025-12-22T00:52:33.042569-08:00","date_modified":"2026-05-14T06:51:32.086843-07:00","sha1":"0e0001b29f8aa13a01b749ac838b81de6abe1f82","page_count":3,"file_size":23569,"filepath_local":"recap/gov.uscourts.mdd.574670/gov.uscourts.mdd.574670.58.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.mdd.574670/gov.uscourts.mdd.574670.58.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"       Case 1:25-cv-00182-GLR           Document 58        Filed 07/16/25      Page 1 of 3\n\n\n\n                            UNITED STATES DISTRICT COURT\n                               DISTRICT OF MARYLAND\n\n                                                     Case No. 1:25-cv-00182-GLR\n IN RE INNOVATIVE INDUSTRIAL\n                                                     CLASS ACTION\n PROPERTIES, INC. SECURITIES\n LITIGATION\n\n\n\n\n      DECLARATION OF JESSICA M. CASEY IN SUPPORT OF PLAINTIFF\u2019S\n     UNOPPOSED MOTION FOR A PARTIAL LIFT OF THE DISCOVERY STAY\n\n       I, JESSICA M. CASEY, pursuant to 28 U.S.C. \u00a71746, declare as follows:\n\n       1. I am an attorney duly licensed to practice before this Court. I am an attorney with the\n\nlaw firm of Scott+Scott Attorneys at Law LLP, counsel for Lead Plaintiff City of Birmingham\n\nRetirement and Relief System (\u201cPlaintiff\u201d) in the above-captioned action. I make this declaration\n\nin support of Plaintiff\u2019s Motion for a partial lift of the discovery stay for the limited purpose of\n\nserving preservation subpoenas on non-parties PharmaCann, Inc.; 4Front Ventures Corp.; Gold\n\nFlora, LLC; and Tilt Holdings, Inc.\n\n       2. Attached hereto are true and correct copies of the following exhibits:\n\n           Exhibit 1: [PROPOSED] Preservation Subpoena to PharmaCann, Inc.;\n\n           Exhibit 2: [PROPOSED] Preservation Subpoena to 4Front Ventures Corp.;\n\n           Exhibit 3: [PROPOSED] Preservation Subpoena to Gold Flora, LLC;\n\n           Exhibit 4: [PROPOSED] Preservation Subpoena to Tilt Holdings, Inc.;\n\n           Exhibit 5: TILT Q1 2025 Earnings Call, May 15, 2025;\n\n           Exhibit 6: Press Release, \u201cTILT Holdings Reports Third Quarter 2024 Results and\n\n                       Announces Strategic Review of its Plant-Touching Business,\u201d (November\n\n                       14, 2024);\n\f       Case 1:25-cv-00182-GLR          Document 58       Filed 07/16/25      Page 2 of 3\n\n\n\n           Exhibit 7: Press Release, \u201cTILT Holdings Signs Definitive Agreement to Divest Retail\n\n                      Locations in Massachusetts to In Good Health for $2 Million,\u201d (February 3,\n\n                      2025)\n\n       I declare under penalty of perjury that the foregoing is true and correct. Executed on this\n\n16th day of July, 2025.\n\n\n                                                    /s/ Jessica M. Casey\n                                                    Jessica M. Casey\n\n\n\n\n                                                2\n\f       Case 1:25-cv-00182-GLR           Document 58        Filed 07/16/25      Page 3 of 3\n\n\n\n                                CERTIFICATE OF SERVICE\n\n       I hereby certify that on July 16, 2025, I caused the foregoing to be electronically filed with\n\nthe Clerk of the Court using the CM/ECF system, which will send notification of such filing to the\n\nemail addresses denoted on the Electronic Mail Notice List.\n\n                                                     /s/ Jessica M. Casey\n                                                     Jessica M. Casey\n\f","ocr_status":2,"date_upload":"2026-05-12T04:08:48.553400-07:00","document_number":"58","attachment_number":null,"pacer_doc_id":"093015022240","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/478873352/","id":478873352,"tags":[],"absolute_url":"/docket/69564418/58/1/giraudon-v-innovative-industrial-properties-inc/","date_created":"2026-05-12T03:17:59.119450-07:00","date_modified":"2026-05-14T07:09:13.492104-07:00","sha1":"a87498a4e565f7e3716d66f4c5dcc66e51053537","page_count":9,"file_size":358323,"filepath_local":"recap/gov.uscourts.mdd.574670/gov.uscourts.mdd.574670.58.1.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.mdd.574670/gov.uscourts.mdd.574670.58.1.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"Case 1:25-cv-00182-GLR   Document 58-1   Filed 07/16/25   Page 1 of 9\n\n\n\n\n                         EXHIBIT 1\n\f                  Case 1:25-cv-00182-GLR                        Document 58-1                 Filed 07/16/25             Page 2 of 9\nAO 88B (Rev. 02/14) Subpoena to Produce Documents, Information, or Objects or to Permit Inspection of Premises in a Civil Action\n\n\n                                       UNITED STATES DISTRICT COURT\n                                                                           for the\n                                                            DistrictDistrict\n                                                       __________    of Maryland\n                                                                             of __________\n\n                                                                              )\n                               Plaintiff                                      )\n                                  v.                                          )        Civil Action No. 1:25-cv-00182-GLR\n In Re Innovative Industrial Properties, Inc. Securities                      )\n                      Litigation                                              )\n                              Defendant                                       )\n\n                        SUBPOENA TO PRODUCE DOCUMENTS, INFORMATION, OR OBJECTS\n                          OR TO PERMIT INSPECTION OF PREMISES IN A CIVIL ACTION\n\nTo:                                                                PharmaCann, Inc.\n                                                          190 S. LaSalle St. Chicago, IL 60603\n                                                       (Name of person to whom this subpoena is directed)\n\n      \u2714\n      u Production: YOU ARE COMMANDED to produce at the time, date, and place set forth below the following\ndocuments, electronically stored information, or objects, and to permit inspection, copying, testing, or sampling of the\nmaterial: See attached Schedule A.\n\n\n\n Place:                                                                                 Date and Time:\n\n\n\n     u Inspection of Premises: YOU ARE COMMANDED to permit entry onto the designated premises, land, or\nother property possessed or controlled by you at the time, date, and location set forth below, so that the requesting party\nmay inspect, measure, survey, photograph, test, or sample the property or any designated object or operation on it.\n\n Place:                                                                                Date and Time:\n\n\n\n       The following provisions of Fed. R. Civ. P. 45 are attached \u2013 Rule 45(c), relating to the place of compliance;\nRule 45(d), relating to your protection as a person subject to a subpoena; and Rule 45(e) and (g), relating to your duty to\nrespond to this subpoena and the potential consequences of not doing so.\n\nDate:\n\n                                  CLERK OF COURT\n                                                                                            OR\n\n                                           Signature of Clerk or Deputy Clerk                                         Attorney\u2019s signature\n\n\nThe name, address, e-mail address, and telephone number of the attorney representing (name of party)\n                                                                        , who issues or requests this subpoena, are:\n\n\n                               Notice to the person who issues or requests this subpoena\nIf this subpoena commands the production of documents, electronically stored information, or tangible things or the\ninspection of premises before trial, a notice and a copy of the subpoena must be served on each party in this case before\nit is served on the person to whom it is directed. Fed. R. Civ. P. 45(a)(4).\n\f                   Case 1:25-cv-00182-GLR                       Document 58-1                 Filed 07/16/25              Page 3 of 9\nAO 88B (Rev. 02/14) Subpoena to Produce Documents, Information, or Objects or to Permit Inspection of Premises in a Civil Action (Page 2)\n\nCivil Action No. 1:25-cv-00182-GLR\n\n                                                     PROOF OF SERVICE\n                     (This section should not be filed with the court unless required by Fed. R. Civ. P. 45.)\n\n            I received this subpoena for (name of individual and title, if any)\non (date)                               .\n\n            u I served the subpoena by delivering a copy to the named person as follows:\n\n\n                                                                                           on (date)                                   ; or\n\n            u I returned the subpoena unexecuted because:\n                                                                                                                                                     .\n\n            Unless the subpoena was issued on behalf of the United States, or one of its officers or agents, I have also\n            tendered to the witness the fees for one day\u2019s attendance, and the mileage allowed by law, in the amount of\n            $                                     .\n\nMy fees are $                                     for travel and $                              for services, for a total of $                0.00   .\n\n\n            I declare under penalty of perjury that this information is true.\n\n\nDate:\n                                                                                                   Server\u2019s signature\n\n\n\n                                                                                                 Printed name and title\n\n\n\n\n                                                                                                    Server\u2019s address\n\nAdditional information regarding attempted service, etc.:\n\f                   Case 1:25-cv-00182-GLR                          Document 58-1                 Filed 07/16/25               Page 4 of 9\nAO 88B (Rev. 02/14) Subpoena to Produce Documents, Information, or Objects or to Permit Inspection of Premises in a Civil Action(Page 3)\n\n                             Federal Rule of Civil Procedure 45 (c), (d), (e), and (g) (Effective 12/1/13)\n(c) Place of Compliance.                                                                (ii) disclosing an unretained expert\u2019s opinion or information that does\n                                                                                   not describe specific occurrences in dispute and results from the expert\u2019s\n  (1) For a Trial, Hearing, or Deposition. A subpoena may command a                study that was not requested by a party.\nperson to attend a trial, hearing, or deposition only as follows:                     (C) Specifying Conditions as an Alternative. In the circumstances\n   (A) within 100 miles of where the person resides, is employed, or               described in Rule 45(d)(3)(B), the court may, instead of quashing or\nregularly transacts business in person; or                                         modifying a subpoena, order appearance or production under specified\n   (B) within the state where the person resides, is employed, or regularly        conditions if the serving party:\ntransacts business in person, if the person                                             (i) shows a substantial need for the testimony or material that cannot be\n      (i) is a party or a party\u2019s officer; or                                      otherwise met without undue hardship; and\n      (ii) is commanded to attend a trial and would not incur substantial               (ii) ensures that the subpoenaed person will be reasonably compensated.\nexpense.\n                                                                                   (e) Duties in Responding to a Subpoena.\n (2) For Other Discovery. A subpoena may command:\n   (A) production of documents, electronically stored information, or                (1) Producing Documents or Electronically Stored Information. These\ntangible things at a place within 100 miles of where the person resides, is        procedures apply to producing documents or electronically stored\nemployed, or regularly transacts business in person; and                           information:\n   (B) inspection of premises at the premises to be inspected.                        (A) Documents. A person responding to a subpoena to produce documents\n                                                                                   must produce them as they are kept in the ordinary course of business or\n(d) Protecting a Person Subject to a Subpoena; Enforcement.                        must organize and label them to correspond to the categories in the demand.\n                                                                                      (B) Form for Producing Electronically Stored Information Not Specified.\n (1) Avoiding Undue Burden or Expense; Sanctions. A party or attorney              If a subpoena does not specify a form for producing electronically stored\nresponsible for issuing and serving a subpoena must take reasonable steps          information, the person responding must produce it in a form or forms in\nto avoid imposing undue burden or expense on a person subject to the               which it is ordinarily maintained or in a reasonably usable form or forms.\nsubpoena. The court for the district where compliance is required must                (C) Electronically Stored Information Produced in Only One Form. The\nenforce this duty and impose an appropriate sanction\u2014which may include             person responding need not produce the same electronically stored\nlost earnings and reasonable attorney\u2019s fees\u2014on a party or attorney who            information in more than one form.\nfails to comply.                                                                      (D) Inaccessible Electronically Stored Information. The person\n                                                                                   responding need not provide discovery of electronically stored information\n (2) Command to Produce Materials or Permit Inspection.                            from sources that the person identifies as not reasonably accessible because\n   (A) Appearance Not Required. A person commanded to produce                      of undue burden or cost. On motion to compel discovery or for a protective\ndocuments, electronically stored information, or tangible things, or to            order, the person responding must show that the information is not\npermit the inspection of premises, need not appear in person at the place of       reasonably accessible because of undue burden or cost. If that showing is\nproduction or inspection unless also commanded to appear for a deposition,         made, the court may nonetheless order discovery from such sources if the\nhearing, or trial.                                                                 requesting party shows good cause, considering the limitations of Rule\n   (B) Objections. A person commanded to produce documents or tangible             26(b)(2)(C). The court may specify conditions for the discovery.\nthings or to permit inspection may serve on the party or attorney designated\nin the subpoena a written objection to inspecting, copying, testing, or            (2) Claiming Privilege or Protection.\nsampling any or all of the materials or to inspecting the premises\u2014or to             (A) Information Withheld. A person withholding subpoenaed information\nproducing electronically stored information in the form or forms requested.        under a claim that it is privileged or subject to protection as trial-preparation\nThe objection must be served before the earlier of the time specified for          material must:\ncompliance or 14 days after the subpoena is served. If an objection is made,            (i) expressly make the claim; and\nthe following rules apply:                                                              (ii) describe the nature of the withheld documents, communications, or\n     (i) At any time, on notice to the commanded person, the serving party         tangible things in a manner that, without revealing information itself\nmay move the court for the district where compliance is required for an            privileged or protected, will enable the parties to assess the claim.\norder compelling production or inspection.                                           (B) Information Produced. If information produced in response to a\n     (ii) These acts may be required only as directed in the order, and the        subpoena is subject to a claim of privilege or of protection as\norder must protect a person who is neither a party nor a party\u2019s officer from      trial-preparation material, the person making the claim may notify any party\nsignificant expense resulting from compliance.                                     that received the information of the claim and the basis for it. After being\n                                                                                   notified, a party must promptly return, sequester, or destroy the specified\n (3) Quashing or Modifying a Subpoena.                                             information and any copies it has; must not use or disclose the information\n   (A) When Required. On timely motion, the court for the district where           until the claim is resolved; must take reasonable steps to retrieve the\ncompliance is required must quash or modify a subpoena that:                       information if the party disclosed it before being notified; and may promptly\n     (i) fails to allow a reasonable time to comply;                               present the information under seal to the court for the district where\n     (ii) requires a person to comply beyond the geographical limits               compliance is required for a determination of the claim. The person who\nspecified in Rule 45(c);                                                           produced the information must preserve the information until the claim is\n     (iii) requires disclosure of privileged or other protected matter, if no      resolved.\nexception or waiver applies; or\n     (iv) subjects a person to undue burden.                                       (g) Contempt.\n  (B) When Permitted. To protect a person subject to or affected by a              The court for the district where compliance is required\u2014and also, after a\nsubpoena, the court for the district where compliance is required may, on          motion is transferred, the issuing court\u2014may hold in contempt a person\nmotion, quash or modify the subpoena if it requires:                               who, having been served, fails without adequate excuse to obey the\n      (i) disclosing a trade secret or other confidential research,                subpoena or an order related to it.\ndevelopment, or commercial information; or\n\n\n\n                                         For access to subpoena materials, see Fed. R. Civ. P. 45(a) Committee Note (2013).\n\f      Case 1:25-cv-00182-GLR            Document 58-1         Filed 07/16/25       Page 5 of 9\n\n\n\n                                           SCHEDULE A\n\n                                      PHARMACANN, INC.\n\n THIS REQUEST IS FOR THE LIMITED PURPOSE OF INSTRUCTING YOU IN THE\n    PRESERVATION OF DOCUMENTS IN YOUR POSSESSION, CUSTODY OR\n                   CONTROL, UNTIL FURTHER NOTICE\n\n NO PRODUCTION OF DOCUMENTS IS REQUIRED OR BEING SOUGHT AT THIS\n                             TIME\n\n\nI.     DEFINITIONS\n\n       1.      \u201cAgreement\u201d means any formal or informal contract, lease, purchase, rental, sale,\n\nsale-leaseback, term sheet, understanding, or any other meeting of the minds, whether reduced to\n\nwriting or not, including all addendums, amendments, annexes, attachments, exhibits, or revisions.\n\n       2.      \u201cCommunication\u201d means any exchange of information (in the form of facts, ideas,\n\ninquiries, or otherwise) by any means of transmission, including document, telephone, telecopier,\n\nmail, fax, email, text, letters (including attachments), chat logs, recordings, personal delivery, or\n\nby any other means, be they analog, electronic, or otherwise.\n\n       3.      \u201cConcerning\u201d means regarding, relating to, referring to, describing, reflecting,\n\nevidencing, or constituting.\n\n       4.      \u201cDocument\u201d is defined to be synonymous in meaning and equal in scope to the\n\nusage of the term in Federal Rule of Civil Procedure 34(a)(1)(A), and includes all Communications\n\nas well as \u201cwritings\u201d and \u201crecordings\u201d (as defined by Rule 1001 of the Federal Rules of Evidence).\n\nA draft or non-identical copy or translation is a separate Document within the meaning of this\n\nterm. A request for all Documents includes a request for all Communications.\n\n       5.      \u201cElectronically Stored Information\u201d or \u201cESI\u201d means information that is stored\n\nelectronically, regardless of the media or whether it is in the original format in which it was created,\n\n\n\n\n                                                   1\n\f       Case 1:25-cv-00182-GLR             Document 58-1      Filed 07/16/25      Page 6 of 9\n\n\n\nand shall be construed consistent with its usage in Rule 34 of the Federal Rules of Civil Procedure\n\nand the Advisory Committee Notes thereto.\n\n        6.      \u201cIncluding\u201d means including, but not limited to.\n\n        7.      The term \u201call\u201d shall be construed as \u201call,\u201d \u201cany,\u201d or \u201ceach.\u201d\n\n        8.      The terms \u201cany\u201d and \u201ceach\u201d should be understood in either its most or least\n\ninclusive sense as will bring within the scope of the discovery request all responsive materials and\n\ninformation that might otherwise be construed outside its scope.\n\n        9.      \u201cAnd\u201d and \u201cor\u201d shall be construed disjunctively or conjunctively as necessary to\n\nbring within the scope of a Request all responses that might otherwise be construed to be outside\n\nits scope.\n\n        10.     The use of the singular form of any word includes the plural, and vice-versa.\n\n        11.     The use of any tense of any verb shall also include within its meaning all other\n\ntenses of the verb.\n\n        12.     \u201cPerson\u201d means any natural person or any legal entity, including, without\n\nlimitation, any business or governmental entity or association.\n\n        13.     \u201cYou\u201d or \u201cYour\u201d refers to PharmaCann, Inc., the party subject to this request, and\n\nincludes any of its affiliated persons, predecessors, successors, parents, subsidiaries, divisions or\n\naffiliates, and its or their respective present and former officers, directors, principals, partners,\n\nrepresentatives, agents, intermediaries, attorneys, accountants, employees, partners, and all other\n\npersons acting or purporting to act on behalf of the foregoing, and any entity established or acting\n\nfor the benefit of or on behalf of its or their self.\n\n        14.     \u201cInnovative Industrial Properties, Inc.\u201d or \u201cIIPR\u201d refers to Innovative Industrial\n\nProperties, Inc. and any of its predecessors, successors, parents, subsidiaries, divisions, or\n\naffiliates, and its or their respective present and former officers, directors, agents, attorneys,\n\n                                                        2\n\f      Case 1:25-cv-00182-GLR           Document 58-1        Filed 07/16/25      Page 7 of 9\n\n\n\naccountants, employees, partners, and all other persons acting or purporting to act on behalf of the\n\nforegoing.\n\nII.    INSTRUCTIONS\n\n       15.     You are required to preserve all Documents in your possession, custody, or control\n\nrelating to the matters discussed below under the heading \u201cDocuments to be Preserved.\u201d The fact\n\nthat a Document is preserved or produced by IIPR or other subpoenaed third party does not relieve\n\nYou of the obligation to preserve, or subsequently produce, Your copy of the same Document,\n\neven if the two Documents are identical in all respects.\n\n       16.     In preserving Documents, You are requested to preserve all documents or things in\n\nYour possession, custody, or control, regardless of whether such Documents are possessed directly\n\nby You.\n\n       17.     Documents are to be preserved in full.\n\n       18.     The original of each Document requested, together with all non-identical copies\n\nand drafts of that Document, should be preserved.\n\n       19.     All Documents should be preserved so that they may, if needed or requested, be\n\nproduced later pursuant to Rule 41(d)(1) of the Federal Rules of Civil Procedure.\n\n       20.     All Documents shall be preserved so that they may be later produced in the file\n\nfolder, envelope, or other container in which the Documents are kept, maintained, or stored in the\n\nordinary course of business.\n\n       21.     Documents attached to Documents called for by this preservation subpoena (e.g.,\n\nattachments or linked) or which constitute routing slips, transmittal memoranda or letters,\n\ncomments, post-it notes, or similar materials shall be preserved.\n\n       22.     You shall preserve in its original form all ESI that would be responsive to any of\n\nthe preservation requests set forth below. You shall suspend any activity, policy, or practice that\n\n\n                                                 3\n\f       Case 1:25-cv-00182-GLR          Document 58-1         Filed 07/16/25      Page 8 of 9\n\n\n\nmay alter, delete, or render not reasonably accessible any relevant ESI. ESI shall not be converted\n\nto a form that alters the ESI, deletes the ESI, degrades its accessibility and/or degrades its search\n\nability. You shall also preserve any application software necessary to view relevant ESI to the\n\nextent such application software is proprietary or otherwise not generally commercially available.\n\nIII.   RELEVANT TIME PERIOD\n\n       The relevant time period, unless otherwise indicated, shall be from February 26, 2023 to\n\npresent (\u201cRelevant Time Period\u201d). Each request calls for the preservation of all Documents and\n\ninformation which Concerns in whole or in part the Relevant Time Period, or to events or\n\ncircumstances during such period even though dated, prepared, generated, created, edited, revised,\n\nor received prior to that period. Please preserve Documents described herein belonging to, stored\n\non behalf of, or accessible by You in the normal course of business.\n\nIV.    DOCUMENTS TO BE PRESERVED\n\nREQUEST FOR PRESERVATION NO. 1:\n\n       All Documents Concerning any and all Agreements with IIPR, including, but not limited\n\nto:\n\n               a) Any and all initial lease, sale-leaseback, or rental Agreements;\n\n               b) Any and all amendments to existing lease, sale-leaseback, or rental\n\n                   Agreements;\n\n               c) Any and all Communications concerning initial lease, sale-leaseback, or rental\n\n                   Agreements or amendments made thereto;\n\n               d) Any and all investments or payments made by IIPR related to You;\n\n               e) Documents sufficient to show any and all payments made by You to IIPR; and\n\n               f) Any and all Documents Concerning any amounts owed, default, or breach of or\n\n                   under any Agreement with IIPR.\n\n\n                                                 4\n\f      Case 1:25-cv-00182-GLR           Document 58-1       Filed 07/16/25   Page 9 of 9\n\n\n\nREQUEST FOR PRESERVATION NO. 2:\n\n       All Documents You disclosed, provided, or otherwise shared with IIPR in connection with\n\nany Agreement, including but not limited to:\n\n              a) Audited and unaudited consolidated and unconsolidated financial statements;\n\n              b) Cashflow statements;\n\n              c) Budgets;\n\n              d) Forecasts; and\n\n              e) Investor materials.\n\nREQUEST FOR PRESERVATION NO. 3:\n\n       To the extent not covered by Request No. 2 above, Documents sufficient to show the\n\nfinancial state of Your business, including but not limited to, audited and unaudited financial\n\nstatements, cashflow statements, budgets, and forecasts.\n\n\n\n\n                                                5\n\f","ocr_status":1,"date_upload":"2026-05-12T04:09:17.093653-07:00","document_number":"58","attachment_number":1,"pacer_doc_id":"093015022241","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":2,"description":"Exhibit 1 - PharmaCann Subpoena","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/478873353/","id":478873353,"tags":[],"absolute_url":"/docket/69564418/58/2/giraudon-v-innovative-industrial-properties-inc/","date_created":"2026-05-12T03:17:59.169021-07:00","date_modified":"2026-05-14T07:09:10.786276-07:00","sha1":"7e3d5b7e8b435d65aa7f369592c48d67e0997e8c","page_count":9,"file_size":342231,"filepath_local":"recap/gov.uscourts.mdd.574670/gov.uscourts.mdd.574670.58.2.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.mdd.574670/gov.uscourts.mdd.574670.58.2.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"Case 1:25-cv-00182-GLR   Document 58-2   Filed 07/16/25   Page 1 of 9\n\n\n\n\n                         EXHIBIT 2\n\f                  Case 1:25-cv-00182-GLR                        Document 58-2                 Filed 07/16/25             Page 2 of 9\nAO 88B (Rev. 02/14) Subpoena to Produce Documents, Information, or Objects or to Permit Inspection of Premises in a Civil Action\n\n\n                                       UNITED STATES DISTRICT COURT\n                                                                           for the\n                                                            DistrictDistrict\n                                                       __________    of Maryland\n                                                                             of __________\n\n                                                                              )\n                               Plaintiff                                      )\n                                  v.                                          )        Civil Action No. 1:25-cv-00182-GLR\n In Re Innovative Industrial Properties, Inc. Securities                      )\n                      Litigation                                              )\n                              Defendant                                       )\n\n                        SUBPOENA TO PRODUCE DOCUMENTS, INFORMATION, OR OBJECTS\n                          OR TO PERMIT INSPECTION OF PREMISES IN A CIVIL ACTION\n\nTo:                                                  4Front Ventures Corp.\n                        C/O CT Corporation System 3800 North Central Avenue, Suite 460, Phoenix, AZ 85012\n                                                       (Name of person to whom this subpoena is directed)\n\n      \u2714\n      u Production: YOU ARE COMMANDED to produce at the time, date, and place set forth below the following\ndocuments, electronically stored information, or objects, and to permit inspection, copying, testing, or sampling of the\nmaterial: See attached Schedule A.\n\n\n\n Place:                                                                                 Date and Time:\n\n\n\n     u Inspection of Premises: YOU ARE COMMANDED to permit entry onto the designated premises, land, or\nother property possessed or controlled by you at the time, date, and location set forth below, so that the requesting party\nmay inspect, measure, survey, photograph, test, or sample the property or any designated object or operation on it.\n\n Place:                                                                                Date and Time:\n\n\n\n       The following provisions of Fed. R. Civ. P. 45 are attached \u2013 Rule 45(c), relating to the place of compliance;\nRule 45(d), relating to your protection as a person subject to a subpoena; and Rule 45(e) and (g), relating to your duty to\nrespond to this subpoena and the potential consequences of not doing so.\n\nDate:\n\n                                  CLERK OF COURT\n                                                                                            OR\n\n                                           Signature of Clerk or Deputy Clerk                                         Attorney\u2019s signature\n\n\nThe name, address, e-mail address, and telephone number of the attorney representing (name of party)\n                                                                        , who issues or requests this subpoena, are:\n\n\n                               Notice to the person who issues or requests this subpoena\nIf this subpoena commands the production of documents, electronically stored information, or tangible things or the\ninspection of premises before trial, a notice and a copy of the subpoena must be served on each party in this case before\nit is served on the person to whom it is directed. Fed. R. Civ. P. 45(a)(4).\n\f                   Case 1:25-cv-00182-GLR                       Document 58-2                 Filed 07/16/25              Page 3 of 9\nAO 88B (Rev. 02/14) Subpoena to Produce Documents, Information, or Objects or to Permit Inspection of Premises in a Civil Action (Page 2)\n\nCivil Action No. 1:25-cv-00182-GLR\n\n                                                     PROOF OF SERVICE\n                     (This section should not be filed with the court unless required by Fed. R. Civ. P. 45.)\n\n            I received this subpoena for (name of individual and title, if any)\non (date)                               .\n\n            u I served the subpoena by delivering a copy to the named person as follows:\n\n\n                                                                                           on (date)                                   ; or\n\n            u I returned the subpoena unexecuted because:\n                                                                                                                                                     .\n\n            Unless the subpoena was issued on behalf of the United States, or one of its officers or agents, I have also\n            tendered to the witness the fees for one day\u2019s attendance, and the mileage allowed by law, in the amount of\n            $                                     .\n\nMy fees are $                                     for travel and $                              for services, for a total of $                0.00   .\n\n\n            I declare under penalty of perjury that this information is true.\n\n\nDate:\n                                                                                                   Server\u2019s signature\n\n\n\n                                                                                                 Printed name and title\n\n\n\n\n                                                                                                    Server\u2019s address\n\nAdditional information regarding attempted service, etc.:\n\f                   Case 1:25-cv-00182-GLR                          Document 58-2                 Filed 07/16/25               Page 4 of 9\nAO 88B (Rev. 02/14) Subpoena to Produce Documents, Information, or Objects or to Permit Inspection of Premises in a Civil Action(Page 3)\n\n                             Federal Rule of Civil Procedure 45 (c), (d), (e), and (g) (Effective 12/1/13)\n(c) Place of Compliance.                                                                (ii) disclosing an unretained expert\u2019s opinion or information that does\n                                                                                   not describe specific occurrences in dispute and results from the expert\u2019s\n  (1) For a Trial, Hearing, or Deposition. A subpoena may command a                study that was not requested by a party.\nperson to attend a trial, hearing, or deposition only as follows:                     (C) Specifying Conditions as an Alternative. In the circumstances\n   (A) within 100 miles of where the person resides, is employed, or               described in Rule 45(d)(3)(B), the court may, instead of quashing or\nregularly transacts business in person; or                                         modifying a subpoena, order appearance or production under specified\n   (B) within the state where the person resides, is employed, or regularly        conditions if the serving party:\ntransacts business in person, if the person                                             (i) shows a substantial need for the testimony or material that cannot be\n      (i) is a party or a party\u2019s officer; or                                      otherwise met without undue hardship; and\n      (ii) is commanded to attend a trial and would not incur substantial               (ii) ensures that the subpoenaed person will be reasonably compensated.\nexpense.\n                                                                                   (e) Duties in Responding to a Subpoena.\n (2) For Other Discovery. A subpoena may command:\n   (A) production of documents, electronically stored information, or                (1) Producing Documents or Electronically Stored Information. These\ntangible things at a place within 100 miles of where the person resides, is        procedures apply to producing documents or electronically stored\nemployed, or regularly transacts business in person; and                           information:\n   (B) inspection of premises at the premises to be inspected.                        (A) Documents. A person responding to a subpoena to produce documents\n                                                                                   must produce them as they are kept in the ordinary course of business or\n(d) Protecting a Person Subject to a Subpoena; Enforcement.                        must organize and label them to correspond to the categories in the demand.\n                                                                                      (B) Form for Producing Electronically Stored Information Not Specified.\n (1) Avoiding Undue Burden or Expense; Sanctions. A party or attorney              If a subpoena does not specify a form for producing electronically stored\nresponsible for issuing and serving a subpoena must take reasonable steps          information, the person responding must produce it in a form or forms in\nto avoid imposing undue burden or expense on a person subject to the               which it is ordinarily maintained or in a reasonably usable form or forms.\nsubpoena. The court for the district where compliance is required must                (C) Electronically Stored Information Produced in Only One Form. The\nenforce this duty and impose an appropriate sanction\u2014which may include             person responding need not produce the same electronically stored\nlost earnings and reasonable attorney\u2019s fees\u2014on a party or attorney who            information in more than one form.\nfails to comply.                                                                      (D) Inaccessible Electronically Stored Information. The person\n                                                                                   responding need not provide discovery of electronically stored information\n (2) Command to Produce Materials or Permit Inspection.                            from sources that the person identifies as not reasonably accessible because\n   (A) Appearance Not Required. A person commanded to produce                      of undue burden or cost. On motion to compel discovery or for a protective\ndocuments, electronically stored information, or tangible things, or to            order, the person responding must show that the information is not\npermit the inspection of premises, need not appear in person at the place of       reasonably accessible because of undue burden or cost. If that showing is\nproduction or inspection unless also commanded to appear for a deposition,         made, the court may nonetheless order discovery from such sources if the\nhearing, or trial.                                                                 requesting party shows good cause, considering the limitations of Rule\n   (B) Objections. A person commanded to produce documents or tangible             26(b)(2)(C). The court may specify conditions for the discovery.\nthings or to permit inspection may serve on the party or attorney designated\nin the subpoena a written objection to inspecting, copying, testing, or            (2) Claiming Privilege or Protection.\nsampling any or all of the materials or to inspecting the premises\u2014or to             (A) Information Withheld. A person withholding subpoenaed information\nproducing electronically stored information in the form or forms requested.        under a claim that it is privileged or subject to protection as trial-preparation\nThe objection must be served before the earlier of the time specified for          material must:\ncompliance or 14 days after the subpoena is served. If an objection is made,            (i) expressly make the claim; and\nthe following rules apply:                                                              (ii) describe the nature of the withheld documents, communications, or\n     (i) At any time, on notice to the commanded person, the serving party         tangible things in a manner that, without revealing information itself\nmay move the court for the district where compliance is required for an            privileged or protected, will enable the parties to assess the claim.\norder compelling production or inspection.                                           (B) Information Produced. If information produced in response to a\n     (ii) These acts may be required only as directed in the order, and the        subpoena is subject to a claim of privilege or of protection as\norder must protect a person who is neither a party nor a party\u2019s officer from      trial-preparation material, the person making the claim may notify any party\nsignificant expense resulting from compliance.                                     that received the information of the claim and the basis for it. After being\n                                                                                   notified, a party must promptly return, sequester, or destroy the specified\n (3) Quashing or Modifying a Subpoena.                                             information and any copies it has; must not use or disclose the information\n   (A) When Required. On timely motion, the court for the district where           until the claim is resolved; must take reasonable steps to retrieve the\ncompliance is required must quash or modify a subpoena that:                       information if the party disclosed it before being notified; and may promptly\n     (i) fails to allow a reasonable time to comply;                               present the information under seal to the court for the district where\n     (ii) requires a person to comply beyond the geographical limits               compliance is required for a determination of the claim. The person who\nspecified in Rule 45(c);                                                           produced the information must preserve the information until the claim is\n     (iii) requires disclosure of privileged or other protected matter, if no      resolved.\nexception or waiver applies; or\n     (iv) subjects a person to undue burden.                                       (g) Contempt.\n  (B) When Permitted. To protect a person subject to or affected by a              The court for the district where compliance is required\u2014and also, after a\nsubpoena, the court for the district where compliance is required may, on          motion is transferred, the issuing court\u2014may hold in contempt a person\nmotion, quash or modify the subpoena if it requires:                               who, having been served, fails without adequate excuse to obey the\n      (i) disclosing a trade secret or other confidential research,                subpoena or an order related to it.\ndevelopment, or commercial information; or\n\n\n\n                                         For access to subpoena materials, see Fed. R. Civ. P. 45(a) Committee Note (2013).\n\f      Case 1:25-cv-00182-GLR            Document 58-2         Filed 07/16/25       Page 5 of 9\n\n\n\n                                           SCHEDULE A\n\n                                  4FRONT VENTURES CORP.\n\n THIS REQUEST IS FOR THE LIMITED PURPOSE OF INSTRUCTING YOU IN THE\n    PRESERVATION OF DOCUMENTS IN YOUR POSSESSION, CUSTODY OR\n                   CONTROL, UNTIL FURTHER NOTICE\n\n NO PRODUCTION OF DOCUMENTS IS REQUIRED OR BEING SOUGHT AT THIS\n                             TIME\n\n\nI.     DEFINITIONS\n\n       1.      \u201cAgreement\u201d means any formal or informal contract, lease, purchase, rental, sale,\n\nsale-leaseback, term sheet, understanding, or any other meeting of the minds, whether reduced to\n\nwriting or not, including all addendums, amendments, annexes, attachments, exhibits, or revisions.\n\n       2.      \u201cCommunication\u201d means any exchange of information (in the form of facts, ideas,\n\ninquiries, or otherwise) by any means of transmission, including document, telephone, telecopier,\n\nmail, fax, email, text, letters (including attachments), chat logs, recordings, personal delivery, or\n\nby any other means, be they analog, electronic, or otherwise.\n\n       3.      \u201cConcerning\u201d means regarding, relating to, referring to, describing, reflecting,\n\nevidencing, or constituting.\n\n       4.      \u201cDocument\u201d is defined to be synonymous in meaning and equal in scope to the\n\nusage of the term in Federal Rule of Civil Procedure 34(a)(1)(A), and includes all Communications\n\nas well as \u201cwritings\u201d and \u201crecordings\u201d (as defined by Rule 1001 of the Federal Rules of Evidence).\n\nA draft or non-identical copy or translation is a separate Document within the meaning of this\n\nterm. A request for all Documents includes a request for all Communications.\n\n       5.      \u201cElectronically Stored Information\u201d or \u201cESI\u201d means information that is stored\n\nelectronically, regardless of the media or whether it is in the original format in which it was created,\n\n\n\n\n                                                   1\n\f       Case 1:25-cv-00182-GLR             Document 58-2       Filed 07/16/25       Page 6 of 9\n\n\n\nand shall be construed consistent with its usage in Rule 34 of the Federal Rules of Civil Procedure\n\nand the Advisory Committee Notes thereto.\n\n        6.      \u201cIncluding\u201d means including, but not limited to.\n\n        7.      The term \u201call\u201d shall be construed as \u201call,\u201d \u201cany,\u201d or \u201ceach.\u201d\n\n        8.      The terms \u201cany\u201d and \u201ceach\u201d should be understood in either its most or least\n\ninclusive sense as will bring within the scope of the discovery request all responsive materials and\n\ninformation that might otherwise be construed outside its scope.\n\n        9.      \u201cAnd\u201d and \u201cor\u201d shall be construed disjunctively or conjunctively as necessary to\n\nbring within the scope of a Request all responses that might otherwise be construed to be outside\n\nits scope.\n\n        10.     The use of the singular form of any word includes the plural, and vice-versa.\n\n        11.     The use of any tense of any verb shall also include within its meaning all other\n\ntenses of the verb.\n\n        12.     \u201cPerson\u201d means any natural person or any legal entity, including, without\n\nlimitation, any business or governmental entity or association.\n\n        13.     \u201cYou\u201d or \u201cYour\u201d refers to 4Front Ventures Corp., the party subject to this request,\n\nand includes any of its affiliated persons, predecessors, successors, parents, subsidiaries, divisions\n\nor affiliates, and its or their respective present and former officers, directors, principals, partners,\n\nrepresentatives, agents, intermediaries, attorneys, accountants, employees, partners, and all other\n\npersons acting or purporting to act on behalf of the foregoing, and any entity established or acting\n\nfor the benefit of or on behalf of its or their self.\n\n        14.     \u201cInnovative Industrial Properties, Inc.\u201d or \u201cIIPR\u201d refers to Innovative Industrial\n\nProperties, Inc. and any of its predecessors, successors, parents, subsidiaries, divisions, or\n\naffiliates, and its or their respective present and former officers, directors, agents, attorneys,\n\n                                                        2\n\f      Case 1:25-cv-00182-GLR           Document 58-2        Filed 07/16/25      Page 7 of 9\n\n\n\naccountants, employees, partners, and all other persons acting or purporting to act on behalf of the\n\nforegoing.\n\nII.    INSTRUCTIONS\n\n       15.     You are required to preserve all Documents in your possession, custody, or control\n\nrelating to the matters discussed below under the heading \u201cDocuments to be Preserved.\u201d The fact\n\nthat a Document is preserved or produced by IIPR or other subpoenaed third party does not relieve\n\nYou of the obligation to preserve, or subsequently produce, Your copy of the same Document,\n\neven if the two Documents are identical in all respects.\n\n       16.     In preserving Documents, You are requested to preserve all documents or things in\n\nYour possession, custody, or control, regardless of whether such Documents are possessed directly\n\nby You.\n\n       17.     Documents are to be preserved in full.\n\n       18.     The original of each Document requested, together with all non-identical copies\n\nand drafts of that Document, should be preserved.\n\n       19.     All Documents should be preserved so that they may, if needed or requested, be\n\nproduced later pursuant to Rule 41(d)(1) of the Federal Rules of Civil Procedure.\n\n       20.     All Documents shall be preserved so that they may be later produced in the file\n\nfolder, envelope, or other container in which the Documents are kept, maintained, or stored in the\n\nordinary course of business.\n\n       21.     Documents attached to Documents called for by this preservation subpoena (e.g.,\n\nattachments or linked) or which constitute routing slips, transmittal memoranda or letters,\n\ncomments, post-it notes, or similar materials shall be preserved.\n\n       22.     You shall preserve in its original form all ESI that would be responsive to any of\n\nthe preservation requests set forth below. You shall suspend any activity, policy, or practice that\n\n\n                                                 3\n\f       Case 1:25-cv-00182-GLR          Document 58-2         Filed 07/16/25      Page 8 of 9\n\n\n\nmay alter, delete, or render not reasonably accessible any relevant ESI. ESI shall not be converted\n\nto a form that alters the ESI, deletes the ESI, degrades its accessibility and/or degrades its search\n\nability. You shall also preserve any application software necessary to view relevant ESI to the\n\nextent such application software is proprietary or otherwise not generally commercially available.\n\nIII.   RELEVANT TIME PERIOD\n\n       The relevant time period, unless otherwise indicated, shall be from February 26, 2023 to\n\npresent (\u201cRelevant Time Period\u201d). Each request calls for the preservation of all Documents and\n\ninformation which Concerns in whole or in part the Relevant Time Period, or to events or\n\ncircumstances during such period even though dated, prepared, generated, created, edited, revised,\n\nor received prior to that period. Please preserve Documents described herein belonging to, stored\n\non behalf of, or accessible by You in the normal course of business.\n\nIV.    DOCUMENTS TO BE PRESERVED\n\nREQUEST FOR PRESERVATION NO. 1:\n\n       All Documents Concerning any and all Agreements with IIPR, including, but not limited\n\nto:\n\n               a) Any and all initial lease, sale-leaseback, or rental Agreements;\n\n               b) Any and all amendments to existing lease, sale-leaseback, or rental\n\n                   Agreements;\n\n               c) Any and all Communications concerning initial lease, sale-leaseback, or rental\n\n                   Agreements or amendments made thereto;\n\n               d) Any and all investments or payments made by IIPR related to You;\n\n               e) Documents sufficient to show any and all payments made by You to IIPR; and\n\n               f) Any and all Documents Concerning any amounts owed, default, or breach of or\n\n                   under any Agreement with IIPR.\n\n\n                                                 4\n\f      Case 1:25-cv-00182-GLR           Document 58-2       Filed 07/16/25   Page 9 of 9\n\n\n\nREQUEST FOR PRESERVATION NO. 2:\n\n       All Documents You disclosed, provided, or otherwise shared with IIPR in connection with\n\nany Agreement, including but not limited to:\n\n              a) Audited and unaudited consolidated and unconsolidated financial statements;\n\n              b) Cashflow statements;\n\n              c) Budgets;\n\n              d) Forecasts; and\n\n              e) Investor materials.\n\nREQUEST FOR PRESERVATION NO. 3:\n\n       To the extent not covered by Request No. 2 above, Documents sufficient to show the\n\nfinancial state of Your business, including but not limited to, audited and unaudited financial\n\nstatements, cashflow statements, budgets, and forecasts.\n\n\n\n\n                                                5\n\f","ocr_status":1,"date_upload":"2026-05-12T04:08:56.809050-07:00","document_number":"58","attachment_number":2,"pacer_doc_id":"093015022242","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":2,"description":"Exhibit 2 - 4Front Ventures Corp Subpoena","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/478873354/","id":478873354,"tags":[],"absolute_url":"/docket/69564418/58/3/giraudon-v-innovative-industrial-properties-inc/","date_created":"2026-05-12T03:17:59.190837-07:00","date_modified":"2026-05-14T07:10:57.597723-07:00","sha1":"fed6b8ced83e6c97a4cc231d27f67adc4ac4446b","page_count":9,"file_size":340655,"filepath_local":"recap/gov.uscourts.mdd.574670/gov.uscourts.mdd.574670.58.3.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.mdd.574670/gov.uscourts.mdd.574670.58.3.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"Case 1:25-cv-00182-GLR   Document 58-3   Filed 07/16/25   Page 1 of 9\n\n\n\n\n                         EXHIBIT 3\n\f                  Case 1:25-cv-00182-GLR                        Document 58-3                 Filed 07/16/25             Page 2 of 9\nAO 88B (Rev. 02/14) Subpoena to Produce Documents, Information, or Objects or to Permit Inspection of Premises in a Civil Action\n\n\n                                       UNITED STATES DISTRICT COURT\n                                                                           for the\n                                                            DistrictDistrict\n                                                       __________    of Maryland\n                                                                             of __________\n\n                                                                              )\n                               Plaintiff                                      )\n                                  v.                                          )        Civil Action No. 1:25-cv-00182-GLR\n In Re Innovative Industrial Properties, Inc. Securities                      )\n                      Litigation                                              )\n                              Defendant                                       )\n\n                        SUBPOENA TO PRODUCE DOCUMENTS, INFORMATION, OR OBJECTS\n                          OR TO PERMIT INSPECTION OF PREMISES IN A CIVIL ACTION\n\nTo:                                                                Gold Flora LLC\n                                                    3165 Red Hill Avenue, Costa Mesa, CA 92626\n                                                       (Name of person to whom this subpoena is directed)\n\n      \u2714\n      u Production: YOU ARE COMMANDED to produce at the time, date, and place set forth below the following\ndocuments, electronically stored information, or objects, and to permit inspection, copying, testing, or sampling of the\nmaterial: See attached Schedule A.\n\n\n\n Place:                                                                                 Date and Time:\n\n\n\n     u Inspection of Premises: YOU ARE COMMANDED to permit entry onto the designated premises, land, or\nother property possessed or controlled by you at the time, date, and location set forth below, so that the requesting party\nmay inspect, measure, survey, photograph, test, or sample the property or any designated object or operation on it.\n\n Place:                                                                                Date and Time:\n\n\n\n       The following provisions of Fed. R. Civ. P. 45 are attached \u2013 Rule 45(c), relating to the place of compliance;\nRule 45(d), relating to your protection as a person subject to a subpoena; and Rule 45(e) and (g), relating to your duty to\nrespond to this subpoena and the potential consequences of not doing so.\n\nDate:\n\n                                  CLERK OF COURT\n                                                                                            OR\n\n                                           Signature of Clerk or Deputy Clerk                                         Attorney\u2019s signature\n\n\nThe name, address, e-mail address, and telephone number of the attorney representing (name of party)\n                                                                        , who issues or requests this subpoena, are:\n\n\n                               Notice to the person who issues or requests this subpoena\nIf this subpoena commands the production of documents, electronically stored information, or tangible things or the\ninspection of premises before trial, a notice and a copy of the subpoena must be served on each party in this case before\nit is served on the person to whom it is directed. Fed. R. Civ. P. 45(a)(4).\n\f                   Case 1:25-cv-00182-GLR                       Document 58-3                 Filed 07/16/25              Page 3 of 9\nAO 88B (Rev. 02/14) Subpoena to Produce Documents, Information, or Objects or to Permit Inspection of Premises in a Civil Action (Page 2)\n\nCivil Action No. 1:25-cv-00182-GLR\n\n                                                     PROOF OF SERVICE\n                     (This section should not be filed with the court unless required by Fed. R. Civ. P. 45.)\n\n            I received this subpoena for (name of individual and title, if any)\non (date)                               .\n\n            u I served the subpoena by delivering a copy to the named person as follows:\n\n\n                                                                                           on (date)                                   ; or\n\n            u I returned the subpoena unexecuted because:\n                                                                                                                                                     .\n\n            Unless the subpoena was issued on behalf of the United States, or one of its officers or agents, I have also\n            tendered to the witness the fees for one day\u2019s attendance, and the mileage allowed by law, in the amount of\n            $                                     .\n\nMy fees are $                                     for travel and $                              for services, for a total of $                0.00   .\n\n\n            I declare under penalty of perjury that this information is true.\n\n\nDate:\n                                                                                                   Server\u2019s signature\n\n\n\n                                                                                                 Printed name and title\n\n\n\n\n                                                                                                    Server\u2019s address\n\nAdditional information regarding attempted service, etc.:\n\f                   Case 1:25-cv-00182-GLR                          Document 58-3                 Filed 07/16/25               Page 4 of 9\nAO 88B (Rev. 02/14) Subpoena to Produce Documents, Information, or Objects or to Permit Inspection of Premises in a Civil Action(Page 3)\n\n                             Federal Rule of Civil Procedure 45 (c), (d), (e), and (g) (Effective 12/1/13)\n(c) Place of Compliance.                                                                (ii) disclosing an unretained expert\u2019s opinion or information that does\n                                                                                   not describe specific occurrences in dispute and results from the expert\u2019s\n  (1) For a Trial, Hearing, or Deposition. A subpoena may command a                study that was not requested by a party.\nperson to attend a trial, hearing, or deposition only as follows:                     (C) Specifying Conditions as an Alternative. In the circumstances\n   (A) within 100 miles of where the person resides, is employed, or               described in Rule 45(d)(3)(B), the court may, instead of quashing or\nregularly transacts business in person; or                                         modifying a subpoena, order appearance or production under specified\n   (B) within the state where the person resides, is employed, or regularly        conditions if the serving party:\ntransacts business in person, if the person                                             (i) shows a substantial need for the testimony or material that cannot be\n      (i) is a party or a party\u2019s officer; or                                      otherwise met without undue hardship; and\n      (ii) is commanded to attend a trial and would not incur substantial               (ii) ensures that the subpoenaed person will be reasonably compensated.\nexpense.\n                                                                                   (e) Duties in Responding to a Subpoena.\n (2) For Other Discovery. A subpoena may command:\n   (A) production of documents, electronically stored information, or                (1) Producing Documents or Electronically Stored Information. These\ntangible things at a place within 100 miles of where the person resides, is        procedures apply to producing documents or electronically stored\nemployed, or regularly transacts business in person; and                           information:\n   (B) inspection of premises at the premises to be inspected.                        (A) Documents. A person responding to a subpoena to produce documents\n                                                                                   must produce them as they are kept in the ordinary course of business or\n(d) Protecting a Person Subject to a Subpoena; Enforcement.                        must organize and label them to correspond to the categories in the demand.\n                                                                                      (B) Form for Producing Electronically Stored Information Not Specified.\n (1) Avoiding Undue Burden or Expense; Sanctions. A party or attorney              If a subpoena does not specify a form for producing electronically stored\nresponsible for issuing and serving a subpoena must take reasonable steps          information, the person responding must produce it in a form or forms in\nto avoid imposing undue burden or expense on a person subject to the               which it is ordinarily maintained or in a reasonably usable form or forms.\nsubpoena. The court for the district where compliance is required must                (C) Electronically Stored Information Produced in Only One Form. The\nenforce this duty and impose an appropriate sanction\u2014which may include             person responding need not produce the same electronically stored\nlost earnings and reasonable attorney\u2019s fees\u2014on a party or attorney who            information in more than one form.\nfails to comply.                                                                      (D) Inaccessible Electronically Stored Information. The person\n                                                                                   responding need not provide discovery of electronically stored information\n (2) Command to Produce Materials or Permit Inspection.                            from sources that the person identifies as not reasonably accessible because\n   (A) Appearance Not Required. A person commanded to produce                      of undue burden or cost. On motion to compel discovery or for a protective\ndocuments, electronically stored information, or tangible things, or to            order, the person responding must show that the information is not\npermit the inspection of premises, need not appear in person at the place of       reasonably accessible because of undue burden or cost. If that showing is\nproduction or inspection unless also commanded to appear for a deposition,         made, the court may nonetheless order discovery from such sources if the\nhearing, or trial.                                                                 requesting party shows good cause, considering the limitations of Rule\n   (B) Objections. A person commanded to produce documents or tangible             26(b)(2)(C). The court may specify conditions for the discovery.\nthings or to permit inspection may serve on the party or attorney designated\nin the subpoena a written objection to inspecting, copying, testing, or            (2) Claiming Privilege or Protection.\nsampling any or all of the materials or to inspecting the premises\u2014or to             (A) Information Withheld. A person withholding subpoenaed information\nproducing electronically stored information in the form or forms requested.        under a claim that it is privileged or subject to protection as trial-preparation\nThe objection must be served before the earlier of the time specified for          material must:\ncompliance or 14 days after the subpoena is served. If an objection is made,            (i) expressly make the claim; and\nthe following rules apply:                                                              (ii) describe the nature of the withheld documents, communications, or\n     (i) At any time, on notice to the commanded person, the serving party         tangible things in a manner that, without revealing information itself\nmay move the court for the district where compliance is required for an            privileged or protected, will enable the parties to assess the claim.\norder compelling production or inspection.                                           (B) Information Produced. If information produced in response to a\n     (ii) These acts may be required only as directed in the order, and the        subpoena is subject to a claim of privilege or of protection as\norder must protect a person who is neither a party nor a party\u2019s officer from      trial-preparation material, the person making the claim may notify any party\nsignificant expense resulting from compliance.                                     that received the information of the claim and the basis for it. After being\n                                                                                   notified, a party must promptly return, sequester, or destroy the specified\n (3) Quashing or Modifying a Subpoena.                                             information and any copies it has; must not use or disclose the information\n   (A) When Required. On timely motion, the court for the district where           until the claim is resolved; must take reasonable steps to retrieve the\ncompliance is required must quash or modify a subpoena that:                       information if the party disclosed it before being notified; and may promptly\n     (i) fails to allow a reasonable time to comply;                               present the information under seal to the court for the district where\n     (ii) requires a person to comply beyond the geographical limits               compliance is required for a determination of the claim. The person who\nspecified in Rule 45(c);                                                           produced the information must preserve the information until the claim is\n     (iii) requires disclosure of privileged or other protected matter, if no      resolved.\nexception or waiver applies; or\n     (iv) subjects a person to undue burden.                                       (g) Contempt.\n  (B) When Permitted. To protect a person subject to or affected by a              The court for the district where compliance is required\u2014and also, after a\nsubpoena, the court for the district where compliance is required may, on          motion is transferred, the issuing court\u2014may hold in contempt a person\nmotion, quash or modify the subpoena if it requires:                               who, having been served, fails without adequate excuse to obey the\n      (i) disclosing a trade secret or other confidential research,                subpoena or an order related to it.\ndevelopment, or commercial information; or\n\n\n\n                                         For access to subpoena materials, see Fed. R. Civ. P. 45(a) Committee Note (2013).\n\f      Case 1:25-cv-00182-GLR            Document 58-3         Filed 07/16/25       Page 5 of 9\n\n\n\n                                           SCHEDULE A\n\n                                       GOLD FLORA LLC\n\n THIS REQUEST IS FOR THE LIMITED PURPOSE OF INSTRUCTING YOU IN THE\n    PRESERVATION OF DOCUMENTS IN YOUR POSSESSION, CUSTODY OR\n                   CONTROL, UNTIL FURTHER NOTICE\n\n NO PRODUCTION OF DOCUMENTS IS REQUIRED OR BEING SOUGHT AT THIS\n                             TIME\n\n\nI.     DEFINITIONS\n\n       1.      \u201cAgreement\u201d means any formal or informal contract, lease, purchase, rental, sale,\n\nsale-leaseback, term sheet, understanding, or any other meeting of the minds, whether reduced to\n\nwriting or not, including all addendums, amendments, annexes, attachments, exhibits, or revisions.\n\n       2.      \u201cCommunication\u201d means any exchange of information (in the form of facts, ideas,\n\ninquiries, or otherwise) by any means of transmission, including document, telephone, telecopier,\n\nmail, fax, email, text, letters (including attachments), chat logs, recordings, personal delivery, or\n\nby any other means, be they analog, electronic, or otherwise.\n\n       3.      \u201cConcerning\u201d means regarding, relating to, referring to, describing, reflecting,\n\nevidencing, or constituting.\n\n       4.      \u201cDocument\u201d is defined to be synonymous in meaning and equal in scope to the\n\nusage of the term in Federal Rule of Civil Procedure 34(a)(1)(A), and includes all Communications\n\nas well as \u201cwritings\u201d and \u201crecordings\u201d (as defined by Rule 1001 of the Federal Rules of Evidence).\n\nA draft or non-identical copy or translation is a separate Document within the meaning of this\n\nterm. A request for all Documents includes a request for all Communications.\n\n       5.      \u201cElectronically Stored Information\u201d or \u201cESI\u201d means information that is stored\n\nelectronically, regardless of the media or whether it is in the original format in which it was created,\n\n\n\n\n                                                   1\n\f       Case 1:25-cv-00182-GLR             Document 58-3      Filed 07/16/25      Page 6 of 9\n\n\n\nand shall be construed consistent with its usage in Rule 34 of the Federal Rules of Civil Procedure\n\nand the Advisory Committee Notes thereto.\n\n        6.      \u201cIncluding\u201d means including, but not limited to.\n\n        7.      The term \u201call\u201d shall be construed as \u201call,\u201d \u201cany,\u201d or \u201ceach.\u201d\n\n        8.      The terms \u201cany\u201d and \u201ceach\u201d should be understood in either its most or least\n\ninclusive sense as will bring within the scope of the discovery request all responsive materials and\n\ninformation that might otherwise be construed outside its scope.\n\n        9.      \u201cAnd\u201d and \u201cor\u201d shall be construed disjunctively or conjunctively as necessary to\n\nbring within the scope of a Request all responses that might otherwise be construed to be outside\n\nits scope.\n\n        10.     The use of the singular form of any word includes the plural, and vice-versa.\n\n        11.     The use of any tense of any verb shall also include within its meaning all other\n\ntenses of the verb.\n\n        12.     \u201cPerson\u201d means any natural person or any legal entity, including, without\n\nlimitation, any business or governmental entity or association.\n\n        13.     \u201cYou\u201d or \u201cYour\u201d refers to Gold Flora LLC, the party subject to this request, and\n\nincludes any of its affiliated persons, predecessors, successors, parents, subsidiaries, divisions or\n\naffiliates, and its or their respective present and former officers, directors, principals, partners,\n\nrepresentatives, agents, intermediaries, attorneys, accountants, employees, partners, and all other\n\npersons acting or purporting to act on behalf of the foregoing, and any entity established or acting\n\nfor the benefit of or on behalf of its or their self.\n\n        14.     \u201cInnovative Industrial Properties, Inc.\u201d or \u201cIIPR\u201d refers to Innovative Industrial\n\nProperties, Inc. and any of its predecessors, successors, parents, subsidiaries, divisions, or\n\naffiliates, and its or their respective present and former officers, directors, agents, attorneys,\n\n                                                        2\n\f      Case 1:25-cv-00182-GLR           Document 58-3        Filed 07/16/25      Page 7 of 9\n\n\n\naccountants, employees, partners, and all other persons acting or purporting to act on behalf of the\n\nforegoing.\n\nII.    INSTRUCTIONS\n\n       15.     You are required to preserve all Documents in your possession, custody, or control\n\nrelating to the matters discussed below under the heading \u201cDocuments to be Preserved.\u201d The fact\n\nthat a Document is preserved or produced by IIPR or other subpoenaed third party does not relieve\n\nYou of the obligation to preserve, or subsequently produce, Your copy of the same Document,\n\neven if the two Documents are identical in all respects.\n\n       16.     In preserving Documents, You are requested to preserve all documents or things in\n\nYour possession, custody, or control, regardless of whether such Documents are possessed directly\n\nby You.\n\n       17.     Documents are to be preserved in full.\n\n       18.     The original of each Document requested, together with all non-identical copies\n\nand drafts of that Document, should be preserved.\n\n       19.     All Documents should be preserved so that they may, if needed or requested, be\n\nproduced later pursuant to Rule 41(d)(1) of the Federal Rules of Civil Procedure.\n\n       20.     All Documents shall be preserved so that they may be later produced in the file\n\nfolder, envelope, or other container in which the Documents are kept, maintained, or stored in the\n\nordinary course of business.\n\n       21.     Documents attached to Documents called for by this preservation subpoena (e.g.,\n\nattachments or linked) or which constitute routing slips, transmittal memoranda or letters,\n\ncomments, post-it notes, or similar materials shall be preserved.\n\n       22.     You shall preserve in its original form all ESI that would be responsive to any of\n\nthe preservation requests set forth below. You shall suspend any activity, policy, or practice that\n\n\n                                                 3\n\f       Case 1:25-cv-00182-GLR          Document 58-3         Filed 07/16/25      Page 8 of 9\n\n\n\nmay alter, delete, or render not reasonably accessible any relevant ESI. ESI shall not be converted\n\nto a form that alters the ESI, deletes the ESI, degrades its accessibility and/or degrades its search\n\nability. You shall also preserve any application software necessary to view relevant ESI to the\n\nextent such application software is proprietary or otherwise not generally commercially available.\n\nIII.   RELEVANT TIME PERIOD\n\n       The relevant time period, unless otherwise indicated, shall be from February 26, 2023 to\n\npresent (\u201cRelevant Time Period\u201d). Each request calls for the preservation of all Documents and\n\ninformation which Concerns in whole or in part the Relevant Time Period, or to events or\n\ncircumstances during such period even though dated, prepared, generated, created, edited, revised,\n\nor received prior to that period. Please preserve Documents described herein belonging to, stored\n\non behalf of, or accessible by You in the normal course of business.\n\nIV.    DOCUMENTS TO BE PRESERVED\n\nREQUEST FOR PRESERVATION NO. 1:\n\n       All Documents Concerning any and all Agreements with IIPR, including, but not limited\n\nto:\n\n               a) Any and all initial lease, sale-leaseback, or rental Agreements;\n\n               b) Any and all amendments to existing lease, sale-leaseback, or rental\n\n                   Agreements;\n\n               c) Any and all Communications concerning initial lease, sale-leaseback, or rental\n\n                   Agreements or amendments made thereto;\n\n               d) Any and all investments or payments made by IIPR related to You;\n\n               e) Documents sufficient to show any and all payments made by You to IIPR; and\n\n               f) Any and all Documents Concerning any amounts owed, default, or breach of or\n\n                   under any Agreement with IIPR.\n\n\n                                                 4\n\f      Case 1:25-cv-00182-GLR           Document 58-3       Filed 07/16/25   Page 9 of 9\n\n\n\nREQUEST FOR PRESERVATION NO. 2:\n\n       All Documents You disclosed, provided, or otherwise shared with IIPR in connection with\n\nany Agreement, including but not limited to:\n\n              a) Audited and unaudited consolidated and unconsolidated financial statements;\n\n              b) Cashflow statements;\n\n              c) Budgets;\n\n              d) Forecasts; and\n\n              e) Investor materials.\n\nREQUEST FOR PRESERVATION NO. 3:\n\n       To the extent not covered by Request No. 2 above, Documents sufficient to show the\n\nfinancial state of Your business, including but not limited to, audited and unaudited financial\n\nstatements, cashflow statements, budgets, and forecasts.\n\n\n\n\n                                                5\n\f","ocr_status":1,"date_upload":"2026-05-12T04:09:01.872841-07:00","document_number":"58","attachment_number":3,"pacer_doc_id":"093015022243","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":2,"description":"Exhibit 3 - Gold Flora LLC Subpoena","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/478873355/","id":478873355,"tags":[],"absolute_url":"/docket/69564418/58/4/giraudon-v-innovative-industrial-properties-inc/","date_created":"2026-05-12T03:17:59.207134-07:00","date_modified":"2026-05-14T07:10:22.247849-07:00","sha1":"fedca0b5e79868f15bb8d7fdfea774d45b278ff9","page_count":9,"file_size":360517,"filepath_local":"recap/gov.uscourts.mdd.574670/gov.uscourts.mdd.574670.58.4.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.mdd.574670/gov.uscourts.mdd.574670.58.4.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"Case 1:25-cv-00182-GLR   Document 58-4   Filed 07/16/25   Page 1 of 9\n\n\n\n\n                         EXHIBIT 4\n\f                  Case 1:25-cv-00182-GLR                        Document 58-4                 Filed 07/16/25             Page 2 of 9\nAO 88B (Rev. 02/14) Subpoena to Produce Documents, Information, or Objects or to Permit Inspection of Premises in a Civil Action\n\n\n                                       UNITED STATES DISTRICT COURT\n                                                                           for the\n                                                            DistrictDistrict\n                                                       __________    of Maryland\n                                                                             of __________\n\n                                                                              )\n                               Plaintiff                                      )\n                                  v.                                          )        Civil Action No. 1:25-cv-00182-GLR\n In Re Innovative Industrial Properties, Inc. Securities                      )\n                      Litigation                                              )\n                              Defendant                                       )\n\n                        SUBPOENA TO PRODUCE DOCUMENTS, INFORMATION, OR OBJECTS\n                          OR TO PERMIT INSPECTION OF PREMISES IN A CIVIL ACTION\n\nTo:                                                           Tilt Holdings, Inc.\n                                                2801 E Camelback Road #180, Phoenix, AZ 85016\n                                                       (Name of person to whom this subpoena is directed)\n\n      \u2714\n      u Production: YOU ARE COMMANDED to produce at the time, date, and place set forth below the following\ndocuments, electronically stored information, or objects, and to permit inspection, copying, testing, or sampling of the\nmaterial: See attached Schedule A.\n\n\n\n Place:                                                                                 Date and Time:\n\n\n\n     u Inspection of Premises: YOU ARE COMMANDED to permit entry onto the designated premises, land, or\nother property possessed or controlled by you at the time, date, and location set forth below, so that the requesting party\nmay inspect, measure, survey, photograph, test, or sample the property or any designated object or operation on it.\n\n Place:                                                                                Date and Time:\n\n\n\n       The following provisions of Fed. R. Civ. P. 45 are attached \u2013 Rule 45(c), relating to the place of compliance;\nRule 45(d), relating to your protection as a person subject to a subpoena; and Rule 45(e) and (g), relating to your duty to\nrespond to this subpoena and the potential consequences of not doing so.\n\nDate:\n\n                                  CLERK OF COURT\n                                                                                            OR\n\n                                           Signature of Clerk or Deputy Clerk                                         Attorney\u2019s signature\n\n\nThe name, address, e-mail address, and telephone number of the attorney representing (name of party)\n                                                                        , who issues or requests this subpoena, are:\n\n\n                               Notice to the person who issues or requests this subpoena\nIf this subpoena commands the production of documents, electronically stored information, or tangible things or the\ninspection of premises before trial, a notice and a copy of the subpoena must be served on each party in this case before\nit is served on the person to whom it is directed. Fed. R. Civ. P. 45(a)(4).\n\f                   Case 1:25-cv-00182-GLR                       Document 58-4                 Filed 07/16/25              Page 3 of 9\nAO 88B (Rev. 02/14) Subpoena to Produce Documents, Information, or Objects or to Permit Inspection of Premises in a Civil Action (Page 2)\n\nCivil Action No. 1:25-cv-00182-GLR\n\n                                                     PROOF OF SERVICE\n                     (This section should not be filed with the court unless required by Fed. R. Civ. P. 45.)\n\n            I received this subpoena for (name of individual and title, if any)\non (date)                               .\n\n            u I served the subpoena by delivering a copy to the named person as follows:\n\n\n                                                                                           on (date)                                   ; or\n\n            u I returned the subpoena unexecuted because:\n                                                                                                                                                     .\n\n            Unless the subpoena was issued on behalf of the United States, or one of its officers or agents, I have also\n            tendered to the witness the fees for one day\u2019s attendance, and the mileage allowed by law, in the amount of\n            $                                     .\n\nMy fees are $                                     for travel and $                              for services, for a total of $                0.00   .\n\n\n            I declare under penalty of perjury that this information is true.\n\n\nDate:\n                                                                                                   Server\u2019s signature\n\n\n\n                                                                                                 Printed name and title\n\n\n\n\n                                                                                                    Server\u2019s address\n\nAdditional information regarding attempted service, etc.:\n\f                   Case 1:25-cv-00182-GLR                          Document 58-4                 Filed 07/16/25               Page 4 of 9\nAO 88B (Rev. 02/14) Subpoena to Produce Documents, Information, or Objects or to Permit Inspection of Premises in a Civil Action(Page 3)\n\n                             Federal Rule of Civil Procedure 45 (c), (d), (e), and (g) (Effective 12/1/13)\n(c) Place of Compliance.                                                                (ii) disclosing an unretained expert\u2019s opinion or information that does\n                                                                                   not describe specific occurrences in dispute and results from the expert\u2019s\n  (1) For a Trial, Hearing, or Deposition. A subpoena may command a                study that was not requested by a party.\nperson to attend a trial, hearing, or deposition only as follows:                     (C) Specifying Conditions as an Alternative. In the circumstances\n   (A) within 100 miles of where the person resides, is employed, or               described in Rule 45(d)(3)(B), the court may, instead of quashing or\nregularly transacts business in person; or                                         modifying a subpoena, order appearance or production under specified\n   (B) within the state where the person resides, is employed, or regularly        conditions if the serving party:\ntransacts business in person, if the person                                             (i) shows a substantial need for the testimony or material that cannot be\n      (i) is a party or a party\u2019s officer; or                                      otherwise met without undue hardship; and\n      (ii) is commanded to attend a trial and would not incur substantial               (ii) ensures that the subpoenaed person will be reasonably compensated.\nexpense.\n                                                                                   (e) Duties in Responding to a Subpoena.\n (2) For Other Discovery. A subpoena may command:\n   (A) production of documents, electronically stored information, or                (1) Producing Documents or Electronically Stored Information. These\ntangible things at a place within 100 miles of where the person resides, is        procedures apply to producing documents or electronically stored\nemployed, or regularly transacts business in person; and                           information:\n   (B) inspection of premises at the premises to be inspected.                        (A) Documents. A person responding to a subpoena to produce documents\n                                                                                   must produce them as they are kept in the ordinary course of business or\n(d) Protecting a Person Subject to a Subpoena; Enforcement.                        must organize and label them to correspond to the categories in the demand.\n                                                                                      (B) Form for Producing Electronically Stored Information Not Specified.\n (1) Avoiding Undue Burden or Expense; Sanctions. A party or attorney              If a subpoena does not specify a form for producing electronically stored\nresponsible for issuing and serving a subpoena must take reasonable steps          information, the person responding must produce it in a form or forms in\nto avoid imposing undue burden or expense on a person subject to the               which it is ordinarily maintained or in a reasonably usable form or forms.\nsubpoena. The court for the district where compliance is required must                (C) Electronically Stored Information Produced in Only One Form. The\nenforce this duty and impose an appropriate sanction\u2014which may include             person responding need not produce the same electronically stored\nlost earnings and reasonable attorney\u2019s fees\u2014on a party or attorney who            information in more than one form.\nfails to comply.                                                                      (D) Inaccessible Electronically Stored Information. The person\n                                                                                   responding need not provide discovery of electronically stored information\n (2) Command to Produce Materials or Permit Inspection.                            from sources that the person identifies as not reasonably accessible because\n   (A) Appearance Not Required. A person commanded to produce                      of undue burden or cost. On motion to compel discovery or for a protective\ndocuments, electronically stored information, or tangible things, or to            order, the person responding must show that the information is not\npermit the inspection of premises, need not appear in person at the place of       reasonably accessible because of undue burden or cost. If that showing is\nproduction or inspection unless also commanded to appear for a deposition,         made, the court may nonetheless order discovery from such sources if the\nhearing, or trial.                                                                 requesting party shows good cause, considering the limitations of Rule\n   (B) Objections. A person commanded to produce documents or tangible             26(b)(2)(C). The court may specify conditions for the discovery.\nthings or to permit inspection may serve on the party or attorney designated\nin the subpoena a written objection to inspecting, copying, testing, or            (2) Claiming Privilege or Protection.\nsampling any or all of the materials or to inspecting the premises\u2014or to             (A) Information Withheld. A person withholding subpoenaed information\nproducing electronically stored information in the form or forms requested.        under a claim that it is privileged or subject to protection as trial-preparation\nThe objection must be served before the earlier of the time specified for          material must:\ncompliance or 14 days after the subpoena is served. If an objection is made,            (i) expressly make the claim; and\nthe following rules apply:                                                              (ii) describe the nature of the withheld documents, communications, or\n     (i) At any time, on notice to the commanded person, the serving party         tangible things in a manner that, without revealing information itself\nmay move the court for the district where compliance is required for an            privileged or protected, will enable the parties to assess the claim.\norder compelling production or inspection.                                           (B) Information Produced. If information produced in response to a\n     (ii) These acts may be required only as directed in the order, and the        subpoena is subject to a claim of privilege or of protection as\norder must protect a person who is neither a party nor a party\u2019s officer from      trial-preparation material, the person making the claim may notify any party\nsignificant expense resulting from compliance.                                     that received the information of the claim and the basis for it. After being\n                                                                                   notified, a party must promptly return, sequester, or destroy the specified\n (3) Quashing or Modifying a Subpoena.                                             information and any copies it has; must not use or disclose the information\n   (A) When Required. On timely motion, the court for the district where           until the claim is resolved; must take reasonable steps to retrieve the\ncompliance is required must quash or modify a subpoena that:                       information if the party disclosed it before being notified; and may promptly\n     (i) fails to allow a reasonable time to comply;                               present the information under seal to the court for the district where\n     (ii) requires a person to comply beyond the geographical limits               compliance is required for a determination of the claim. The person who\nspecified in Rule 45(c);                                                           produced the information must preserve the information until the claim is\n     (iii) requires disclosure of privileged or other protected matter, if no      resolved.\nexception or waiver applies; or\n     (iv) subjects a person to undue burden.                                       (g) Contempt.\n  (B) When Permitted. To protect a person subject to or affected by a              The court for the district where compliance is required\u2014and also, after a\nsubpoena, the court for the district where compliance is required may, on          motion is transferred, the issuing court\u2014may hold in contempt a person\nmotion, quash or modify the subpoena if it requires:                               who, having been served, fails without adequate excuse to obey the\n      (i) disclosing a trade secret or other confidential research,                subpoena or an order related to it.\ndevelopment, or commercial information; or\n\n\n\n                                         For access to subpoena materials, see Fed. R. Civ. P. 45(a) Committee Note (2013).\n\f      Case 1:25-cv-00182-GLR            Document 58-4         Filed 07/16/25       Page 5 of 9\n\n\n\n                                           SCHEDULE A\n\n                                     TILT HOLDINGS, INC.\n\n THIS REQUEST IS FOR THE LIMITED PURPOSE OF INSTRUCTING YOU IN THE\n    PRESERVATION OF DOCUMENTS IN YOUR POSSESSION, CUSTODY OR\n                   CONTROL, UNTIL FURTHER NOTICE\n\n NO PRODUCTION OF DOCUMENTS IS REQUIRED OR BEING SOUGHT AT THIS\n                             TIME\n\n\nI.     DEFINITIONS\n\n       1.      \u201cAgreement\u201d means any formal or informal contract, lease, purchase, rental, sale,\n\nsale-leaseback, term sheet, understanding, or any other meeting of the minds, whether reduced to\n\nwriting or not, including all addendums, amendments, annexes, attachments, exhibits, or revisions.\n\n       2.      \u201cCommunication\u201d means any exchange of information (in the form of facts, ideas,\n\ninquiries, or otherwise) by any means of transmission, including document, telephone, telecopier,\n\nmail, fax, email, text, letters (including attachments), chat logs, recordings, personal delivery, or\n\nby any other means, be they analog, electronic, or otherwise.\n\n       3.      \u201cConcerning\u201d means regarding, relating to, referring to, describing, reflecting,\n\nevidencing, or constituting.\n\n       4.      \u201cDocument\u201d is defined to be synonymous in meaning and equal in scope to the\n\nusage of the term in Federal Rule of Civil Procedure 34(a)(1)(A), and includes all Communications\n\nas well as \u201cwritings\u201d and \u201crecordings\u201d (as defined by Rule 1001 of the Federal Rules of Evidence).\n\nA draft or non-identical copy or translation is a separate Document within the meaning of this\n\nterm. A request for all Documents includes a request for all Communications.\n\n       5.      \u201cElectronically Stored Information\u201d or \u201cESI\u201d means information that is stored\n\nelectronically, regardless of the media or whether it is in the original format in which it was created,\n\n\n\n\n                                                   1\n\f       Case 1:25-cv-00182-GLR             Document 58-4      Filed 07/16/25      Page 6 of 9\n\n\n\nand shall be construed consistent with its usage in Rule 34 of the Federal Rules of Civil Procedure\n\nand the Advisory Committee Notes thereto.\n\n        6.      \u201cIncluding\u201d means including, but not limited to.\n\n        7.      The term \u201call\u201d shall be construed as \u201call,\u201d \u201cany,\u201d or \u201ceach.\u201d\n\n        8.      The terms \u201cany\u201d and \u201ceach\u201d should be understood in either its most or least\n\ninclusive sense as will bring within the scope of the discovery request all responsive materials and\n\ninformation that might otherwise be construed outside its scope.\n\n        9.      \u201cAnd\u201d and \u201cor\u201d shall be construed disjunctively or conjunctively as necessary to\n\nbring within the scope of a Request all responses that might otherwise be construed to be outside\n\nits scope.\n\n        10.     The use of the singular form of any word includes the plural, and vice-versa.\n\n        11.     The use of any tense of any verb shall also include within its meaning all other\n\ntenses of the verb.\n\n        12.     \u201cPerson\u201d means any natural person or any legal entity, including, without\n\nlimitation, any business or governmental entity or association.\n\n        13.     \u201cYou\u201d or \u201cYour\u201d refers to Tilt Holdings, Inc., the party subject to this request, and\n\nincludes any of its affiliated persons, predecessors, successors, parents, subsidiaries, divisions or\n\naffiliates, and its or their respective present and former officers, directors, principals, partners,\n\nrepresentatives, agents, intermediaries, attorneys, accountants, employees, partners, and all other\n\npersons acting or purporting to act on behalf of the foregoing, and any entity established or acting\n\nfor the benefit of or on behalf of its or their self.\n\n        14.     \u201cInnovative Industrial Properties, Inc.\u201d or \u201cIIPR\u201d refers to Innovative Industrial\n\nProperties, Inc. and any of its predecessors, successors, parents, subsidiaries, divisions, or\n\naffiliates, and its or their respective present and former officers, directors, agents, attorneys,\n\n                                                        2\n\f      Case 1:25-cv-00182-GLR           Document 58-4        Filed 07/16/25      Page 7 of 9\n\n\n\naccountants, employees, partners, and all other persons acting or purporting to act on behalf of the\n\nforegoing.\n\nII.    INSTRUCTIONS\n\n       15.     You are required to preserve all Documents in your possession, custody, or control\n\nrelating to the matters discussed below under the heading \u201cDocuments to be Preserved.\u201d The fact\n\nthat a Document is preserved or produced by IIPR or other subpoenaed third party does not relieve\n\nYou of the obligation to preserve, or subsequently produce, Your copy of the same Document,\n\neven if the two Documents are identical in all respects.\n\n       16.     In preserving Documents, You are requested to preserve all documents or things in\n\nYour possession, custody, or control, regardless of whether such Documents are possessed directly\n\nby You.\n\n       17.     Documents are to be preserved in full.\n\n       18.     The original of each Document requested, together with all non-identical copies\n\nand drafts of that Document, should be preserved.\n\n       19.     All Documents should be preserved so that they may, if needed or requested, be\n\nproduced later pursuant to Rule 41(d)(1) of the Federal Rules of Civil Procedure.\n\n       20.     All Documents shall be preserved so that they may be later produced in the file\n\nfolder, envelope, or other container in which the Documents are kept, maintained, or stored in the\n\nordinary course of business.\n\n       21.     Documents attached to Documents called for by this preservation subpoena (e.g.,\n\nattachments or linked) or which constitute routing slips, transmittal memoranda or letters,\n\ncomments, post-it notes, or similar materials shall be preserved.\n\n       22.     You shall preserve in its original form all ESI that would be responsive to any of\n\nthe preservation requests set forth below. You shall suspend any activity, policy, or practice that\n\n\n                                                 3\n\f       Case 1:25-cv-00182-GLR          Document 58-4         Filed 07/16/25      Page 8 of 9\n\n\n\nmay alter, delete, or render not reasonably accessible any relevant ESI. ESI shall not be converted\n\nto a form that alters the ESI, deletes the ESI, degrades its accessibility and/or degrades its search\n\nability. You shall also preserve any application software necessary to view relevant ESI to the\n\nextent such application software is proprietary or otherwise not generally commercially available.\n\nIII.   RELEVANT TIME PERIOD\n\n       The relevant time period, unless otherwise indicated, shall be from February 26, 2023 to\n\npresent (\u201cRelevant Time Period\u201d). Each request calls for the preservation of all Documents and\n\ninformation which Concerns in whole or in part the Relevant Time Period, or to events or\n\ncircumstances during such period even though dated, prepared, generated, created, edited, revised,\n\nor received prior to that period. Please preserve Documents described herein belonging to, stored\n\non behalf of, or accessible by You in the normal course of business.\n\nIV.    DOCUMENTS TO BE PRESERVED\n\nREQUEST FOR PRESERVATION NO. 1:\n\n       All Documents Concerning any and all Agreements with IIPR, including, but not limited\n\nto:\n\n               a) Any and all initial lease, sale-leaseback, or rental Agreements;\n\n               b) Any and all amendments to existing lease, sale-leaseback, or rental\n\n                   Agreements;\n\n               c) Any and all Communications concerning initial lease, sale-leaseback, or rental\n\n                   Agreements or amendments made thereto;\n\n               d) Any and all investments or payments made by IIPR related to You;\n\n               e) Documents sufficient to show any and all payments made by You to IIPR; and\n\n               f) Any and all Documents Concerning any amounts owed, default, or breach of or\n\n                   under any Agreement with IIPR.\n\n\n                                                 4\n\f      Case 1:25-cv-00182-GLR           Document 58-4       Filed 07/16/25   Page 9 of 9\n\n\n\nREQUEST FOR PRESERVATION NO. 2:\n\n       All Documents You disclosed, provided, or otherwise shared with IIPR in connection with\n\nany Agreement, including but not limited to:\n\n              a) Audited and unaudited consolidated and unconsolidated financial statements;\n\n              b) Cashflow statements;\n\n              c) Budgets;\n\n              d) Forecasts; and\n\n              e) Investor materials.\n\nREQUEST FOR PRESERVATION NO. 3:\n\n       To the extent not covered by Request No. 2 above, Documents sufficient to show the\n\nfinancial state of Your business, including but not limited to, audited and unaudited financial\n\nstatements, cashflow statements, budgets, and forecasts.\n\n\n\n\n                                                5\n\f","ocr_status":1,"date_upload":"2026-05-12T04:09:03.780655-07:00","document_number":"58","attachment_number":4,"pacer_doc_id":"093015022244","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":2,"description":"Exhibit 4 - Tilt Holdings, Inc Subpoena","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/478873356/","id":478873356,"tags":[],"absolute_url":"/docket/69564418/58/5/giraudon-v-innovative-industrial-properties-inc/","date_created":"2026-05-12T03:17:59.227979-07:00","date_modified":"2026-05-14T07:10:55.068265-07:00","sha1":"e9188a2c1431ad1fdc18008484bde63e7d9f15d4","page_count":8,"file_size":181920,"filepath_local":"recap/gov.uscourts.mdd.574670/gov.uscourts.mdd.574670.58.5.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.mdd.574670/gov.uscourts.mdd.574670.58.5.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"Case 1:25-cv-00182-GLR   Document 58-5   Filed 07/16/25   Page 1 of 8\n\n\n\n\n                         EXHIBIT 5\n\fCase 1:25-cv-00182-GLR   Document 58-5                 Filed 07/16/25             Page 2 of 8\n\n\n\n\n                         TILT Holdings Inc. NEOE:TILT\n                         Earnings Call\n                         Thursday, May 15, 2025 10:00 PM GMT\n\n\n\n\n                         CALL PARTICIPANTS                                                       2\n\n                         PRESENTATION                                                            3\n\n\n\n\n                         * Capability needed to view estimates data. Please contact your account\n                         manager.\n                         ................................................................................................\n                         ....................................................................\n                         COPYRIGHT \u00a9 2025 S&P Global Market Intelligence, a\n                         division of S&P Global Inc. All rights reserved\n                         spglobal.com/marketintelligence\n\f                                        TILT HOLDINGS\n                    Case 1:25-cv-00182-GLR             INC. FQ1\n                                              Document 58-5      2025\n                                                              Filed    EARNINGS\n                                                                    07/16/25    CALL\n                                                                             Page 3 ofMAY\n                                                                                      8 15, 2025\n\n\n\n\nCall Participants\n....................................................................................................................................................................\nEXECUTIVES\n\nBrad Hoch\nChief Accounting Officer & Interim\nCFO\n\nLynn Ricci\nHead of Investor Relations &\nCommunications\n\nTim Conder\nCEO & Director\n\n\n\n\nCopyright \u00a9 2025 S&P Global Market Intelligence, a division of S&P Global Inc. All Rights reserved.\nspglobal.com/marketintelligence                                                                                                                                    2\n\f                                        TILT HOLDINGS\n                    Case 1:25-cv-00182-GLR             INC. FQ1\n                                              Document 58-5      2025\n                                                              Filed    EARNINGS\n                                                                    07/16/25    CALL\n                                                                             Page 4 ofMAY\n                                                                                      8 15, 2025\n\n\n\nPresentation\n....................................................................................................................................................................\n\nOperator\nGreetings, and welcome to TILT's First Quarter 2025 Earnings Conference Call. [Operator Instructions] As\na reminder, this conference is being recorded.\n\nIt is now my pleasure to introduce your host, Lynn Ricci. Thank you. You may begin.\nLynn Ricci\nHead of Investor Relations & Communications\nThank you, operator. Good afternoon, everyone, and thank you for joining us. Earlier today, we issued\nour first quarter 2025 earnings press release. The press release, along with our report on Form 10-Q,\nis available on the U.S. Securities and Exchange Commission's website at www.sec.gov, on SEDAR+ at\nwww.sedarplus.ca and on our website at www.tiltholdings.com.\n\nPlease note that during this afternoon's webcast, remarks made regarding future expectations, plans and\nprospects for the company constitute forward-looking statements. Actual results may differ materially\nfrom those indicated by such forward-looking statements as a result of various factors, which we disclose\nin more detail in our most recent 10-K filed by TILT with the SEC and SEDAR+.\n\nWe remind you that any forward-looking statements represent our views as of today and should not be\nrelied upon as representing our views as of any subsequent date. While we may update such forward-\nlooking statements in the future, we specifically disclaim any obligation to do so, except as otherwise\nrequired by law.\n\nAs of today's call, we are presenting our financial results in accordance with the United States Generally\nAccepted Accounting Principles, or GAAP. During the call, management will also discuss certain financial\nmeasures that are not calculated in accordance with GAAP. We generally refer to these as non-GAAP\nfinancial measures. These measures should not be considered in isolation or as a substitute for TILT's\nfinancial results prepared in accordance with GAAP. A reconciliation of these non-GAAP measures to\ntheir nearest equivalent GAAP measure is available in our earnings press release that is an exhibit to our\ncurrent report on Form 8-K that we filed with the SEC and SEDAR+ today and can be found in the Investor\nRelations section of our website.\n\nJoining on today's call are our CEO, Tim Conder; and Interim CFO, Brad Hoch. During today's prepared\nremarks, we may offer metrics to provide greater insight into our business and/or our financial results.\nPlease be advised that we may or may not continue to provide these additional metrics in the future.\n\nWith that, I will now turn the call over to our CEO, Tim Conder.\nTim Conder\nCEO & Director\nThank you, Lynn, and good afternoon, everyone. As we turn the page to a new chapter at TILT, we're\nfocused on a clear objective, transforming our business into a streamlined Jupiter-first organization.\nWe believe this approach will result in a more durable and scalable operating model, one that reduces\nregulatory complexity, frees up working capital, and ultimately enhances our growth potential over time.\n\nOver the past several quarters, we've been laying the groundwork for this transformation. That work is\nbeginning to show up in the form of strategic asset sales, improved cost discipline, hardware portfolio\nevolution, and product innovation. As we've stated previously, we believe Jupiter is the most actionable\nopportunity within our portfolio of businesses.\n\nLet me provide a quick update on the progress we're making toward fully exiting our plant-touching\noperations. In Massachusetts, during the first quarter, we signed a definitive agreement to sell 2\ndispensaries to In Good Health for $2 million. As part of the agreement, In Good Health has committed to\n\nCopyright \u00a9 2025 S&P Global Market Intelligence, a division of S&P Global Inc. All Rights reserved.\nspglobal.com/marketintelligence                                                                                                                                    3\n\f                                      TILT HOLDINGS\n                  Case 1:25-cv-00182-GLR             INC. FQ1\n                                            Document 58-5      2025\n                                                            Filed    EARNINGS\n                                                                  07/16/25    CALL\n                                                                           Page 5 ofMAY\n                                                                                    8 15, 2025\n\n\n\npurchasing products from our cultivation facility, helping to ensure operational continuity and maximizing\nthe value of the transaction.\n\nWe anticipate closing in the second quarter and that the proceeds from this divestiture will be directed\ntoward paying down our Smoore-related obligations, which will better position Jupiter for future growth.\nWe are also in advanced discussions with a multistate operator regarding our remaining plant-touching\nassets. We've made considerable progress and hope to finalize a definitive agreement this quarter.\n\nCombined with the Massachusetts retail sale, we expect these efforts to materially simplify our operating\nstructure and meaningfully reduce our debt burden once completed. In the meantime, we are continuing\nto actively reduce our cost structure while increased revenue across our plant-touching operations. The\nfirst quarter sales for our plant-touching businesses had a quarter-over-quarter increase of 20%. This was\ndespite continued pricing pressure in Massachusetts as well as the closure mid-quarter of our Brockton,\nMassachusetts dispensary.\n\nHowever, we were especially pleased to see revenue turn a corner in Pennsylvania, largely due to the\neffort put forth by our team after a necessary sales reorganization. Two exciting areas of note were in\nproduct introduction and category growth. In Pennsylvania, our Live Rosin products continue to be well\nreceived by patients and dispensary customers.\n\nOur Rosin concentrate sales through April have grown month-over-month by an average of 9.5%. Patient\nfeedback indicates that this is due to the high quality of product and varying sizes and strains offered. We\nintend to stay committed to our craft and high-quality standards as we continue to expand this product\ncategory in Pennsylvania.\n\nIn Ohio, we just launched our 0.5 gram Live Rosin product in a Jupiter all-in-one device, the Voca Pro.\nThis commercialization of a new product category represents the collective efforts of our talented and\ncommitted teams in Ohio, Pennsylvania, Massachusetts and of course, the Jupiter team out in Arizona.\n\nThis new solventless product delivers an exceptional experience for medical patients and adult consumers\nwill thoroughly enjoy it as it sets a new performance standard in the cannabis vape category. We have\nbeen focused during our strategic review period to maintain the same high standards for products being\ncommercialized by Standard Farms, and we believe this will greatly benefit a future buyer.\n\nWe are equally focused on positioning Jupiter for long-term success. This strategic plan starts with\nstrengthening the foundation of our business, diversifying our supply chain, expanding our portfolio,\nshoring up our total points of distribution with existing customers and adding new customers to the Jupiter\nplatform.\n\nAs is the case with most of our first quarter periods following Chinese New Year, we experienced a modest\nstart to the year. While our number of orders decreased year-over-year, our average order total has\nincreased by 35%.\n\nIt's also worth noting that under our new commission-based model, revenue is lower on a year-over-\nyear basis. However, gross margins and cash flow have improved, supporting a more sustainable financial\nprofile. We've also been actively evaluating the impact of tariffs on our supply chain and proactively\nsupporting our main suppliers' manufacturing expansion into Indonesia.\n\nDespite the news earlier in the week about reaching a 90-day stay on Chinese tariffs, we will continue\nthis work to ensure that our customers are protected despite the outcome of U.S. tariffs on international\ngoods. The worst part about the proposed tariffs in China and beyond is the uncertainty it has caused our\ncustomers to experience.\n\nThis uncertainty will likely lead to reduced purchasing and just-in-time buying by our customers. Cannabis\noperators have little working capital to invest in inventory beyond what is absolutely necessary to avoid\nstockouts. We will continue to do our part to minimize the impacts of tariffs on their businesses and\nexplore all options available to us to ensure they survive this period of uncertainty.\n\n\n\nCopyright \u00a9 2025 S&P Global Market Intelligence, a division of S&P Global Inc. All Rights reserved.\nspglobal.com/marketintelligence                                                                                4\n\f                                      TILT HOLDINGS\n                  Case 1:25-cv-00182-GLR             INC. FQ1\n                                            Document 58-5      2025\n                                                            Filed    EARNINGS\n                                                                  07/16/25    CALL\n                                                                           Page 6 ofMAY\n                                                                                    8 15, 2025\n\n\n\nAs we mentioned last quarter, CCELL continues to be our largest supplier. While we don't foresee any\nchanges to our relationship, we have realized through qualitative and quantitative analysis that our\ncustomers require diversification and redundancy.\n\nTo that end, we have begun to augment our portfolio of CCELL products by filling gaps in our assortment\nwith products from other hardware suppliers and technologists. Our customers are multi-sourcing.\n\nTo continue to help them solve vape-related problems and challenges, we must follow suit. We will also\ncontinue to develop technology internally. We are returning to our innovation roots, which excites me for\nthe future.\nI expect that innovation will continue to be a key driver of growth for Jupiter. In Q1, we reached a\nmajor milestone with our QMID handheld liquid vaporizer device developed in partnership with Curaleaf\nInternational. The product is now certified by the European Union Medical Device Regulation, making it the\nfirst handheld vape device to achieve this status.\n\nThe QMID or liquid inhalation device includes a magnetic snap-in pod and a rechargeable power supply\nengineered to deliver a consistent and controlled inhalation experience, which is very important for\nmedical cannabis devices. The European medical cannabis market is expected to continue to grow as more\ncountries legalize and regulations become more streamlined.\n\nGermany has one of the largest cannabis markets in Europe, but the U.K. has a significant and growing\nmarket with a large number of active patients. This newly approved delivery method paves the way for\nimproved patient options and a new era of innovation in medical cannabis delivery.\n\nThis EU medical certification is recognized internationally and paves the way for expanded patient care. We\nexpect commercialization in the months to come. The product will be distributed by Curaleaf International\nexclusively and available under its certification across medical cannabis countries in the EU, the U.K.,\nCanada, Australia and New Zealand.\n\nOur broader product pipeline remains strong and is getting more focused. We're investing in data-driven\nhardware advancements and foundational technology evolution while recognizing the need for consultative\naccount management. Our partners' needs are evolving. The market is more competitive than it has ever\nbeen, but we are ready to help them meet that challenge.\n\nOver the past year, we've made difficult but necessary decisions to reshape TILT into a leaner, more\nfocused company. We've streamlined operations and refocused our resources on Jupiter, a business with\nmeaningful competitive advantages, global growth potential and an expanding customer and proprietary\ntechnology base.\n\nI want to sincerely thank our team for their resilience and hard work through this period of transformation\nand to our shareholders, customers and partners for their continued support. We're energized by the\nopportunities ahead and look forward to updating you on our progress in the coming months.\n\nI will now pass the call over to Brad to review financial highlights for the first quarter. Brad?\nBrad Hoch\nChief Accounting Officer & Interim CFO\nThanks, Tim, and good afternoon, everyone. As a reminder, all results today are presented in U.S. dollars\nand are on a year-over-year basis unless stated otherwise.\n\nJumping into our results. Revenue in the first quarter was $22.7 million, down from $24.6 million in Q4\nand from $37.5 million in the year ago period. The decrease in year-over-year revenue was primarily\ndriven by our Jupiter hardware business as expected.\n\nFor Jupiter, revenue in the first quarter decreased to $14.1 million from $17.4 million in Q4 and from\n$27.1 million in the year ago period, mainly driven by our new commission-based model, which we\noutlined a couple of quarters ago as well as supply chain challenges abroad.\n\nCopyright \u00a9 2025 S&P Global Market Intelligence, a division of S&P Global Inc. All Rights reserved.\nspglobal.com/marketintelligence                                                                             5\n\f                                      TILT HOLDINGS\n                  Case 1:25-cv-00182-GLR             INC. FQ1\n                                            Document 58-5      2025\n                                                            Filed    EARNINGS\n                                                                  07/16/25    CALL\n                                                                           Page 7 ofMAY\n                                                                                    8 15, 2025\n\n\n\nAs Tim mentioned earlier, this new model calls for lower revenue but higher gross margins and alleviated\nworking capital and thus, higher cash flow. Gross margin in Q1 was 15% compared to 22% in Q4 and\n18% in the year ago period. Adjusted gross margin, which excludes noncash inventory adjustments and\nonetime adjustments in the first quarter was 18% compared to 24% in Q4 and 16% in the year ago\nperiod.\n\nIt's worth noting that our Jupiter gross margin increased nearly 700 basis points compared to the year\nago period, reflecting the benefit of our new commission-based structure. However, the improvement was\noffset by lower margins in our plant-touching operations.\n\nTurning to OpEx. Operating expenses less noncash adjustments for stock compensation, depreciation and\namortization and impairment charges in the first quarter decreased 10% to $7.3 million compared to $8.1\nmillion in the year ago period. The improvement was primarily due to reductions in legal, professional\nservices and administrative costs, in line with the company's cost reduction strategies.\n\nNet loss in the first quarter was $13.2 million compared to $41.4 million in Q4 and $9.7 million in the year\nago period. Adjusted EBITDA in Q1 was negative $974,000 compared to approximately $543,000 last\nquarter and $38,000 in the year ago period, with the year-over-year decline driven by the aforementioned\nlower revenue and consolidated gross margin.\n\nCash flow provided from operations for the first quarter was $1.9 million compared to cash used of\napproximately $508,000 in Q4 and $2.4 million in the year ago period. At March 31, 2025, we had $4.3\nmillion of cash, cash equivalents and restricted cash, which is flat compared to December 31, 2024. Notes\npayable net of discount at March 31, 2025, was $77.2 million compared to $72.1 million at December 31,\n2024.\n\nWith that, I'll turn it back to Tim.\nTim Conder\nCEO & Director\nThank you, Brad. Q1 demonstrated continued progress as we reposition TILT into a focused hardware-first\nbusiness. The path ahead is clear, and we are confident in our ability to execute on the strategic initiatives\nalready in motion. We look forward to continuing this evolution with key milestones on track in the months\nto come as we work to deliver long-term value to our stakeholders.\nOperator\nLadies and gentlemen, there will be no Q&A today. And I would like to turn the floor back over to Tim\nConder for any closing remarks.\nTim Conder\nCEO & Director\nThank you, operator. I just want to once again thank our team for their dedication and passion to our\nlong-term strategy, and thanks to everyone who joined today. I appreciate you all.\nOperator\nThat concludes today's conference. Thank you for joining us. You may now disconnect your lines.\n\n\n\n\nCopyright \u00a9 2025 S&P Global Market Intelligence, a division of S&P Global Inc. All Rights reserved.\nspglobal.com/marketintelligence                                                                              6\n\f                                      TILT HOLDINGS\n                  Case 1:25-cv-00182-GLR             INC. FQ1\n                                            Document 58-5      2025\n                                                            Filed    EARNINGS\n                                                                  07/16/25    CALL\n                                                                           Page 8 ofMAY\n                                                                                    8 15, 2025\n\n\n\nCopyright \u00a9 2025 by S&P Global Market Intelligence, a division of S&P Global Inc. All rights reserved.\n\nThese materials have been prepared solely for information purposes based upon information generally available to the public\nand from sources believed to be reliable. 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All Rights reserved.\nspglobal.com/marketintelligence                                                                                                      7\n\f","ocr_status":1,"date_upload":"2026-05-12T04:09:03.874736-07:00","document_number":"58","attachment_number":5,"pacer_doc_id":"093015022245","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":2,"description":"Exhibit 5 - Q1 2025 Earnings Call","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/478873357/","id":478873357,"tags":[],"absolute_url":"/docket/69564418/58/6/giraudon-v-innovative-industrial-properties-inc/","date_created":"2026-05-12T03:17:59.243762-07:00","date_modified":"2026-05-12T04:09:07.786006-07:00","sha1":"","page_count":9,"file_size":645130,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"58","attachment_number":6,"pacer_doc_id":"093015022246","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":2,"description":"Exhibit 6 - Nov. 14 2024 Press Release","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/478873358/","id":478873358,"tags":[],"absolute_url":"/docket/69564418/58/7/giraudon-v-innovative-industrial-properties-inc/","date_created":"2026-05-12T03:17:59.258729-07:00","date_modified":"2026-05-12T04:09:07.792364-07:00","sha1":"","page_count":4,"file_size":119076,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"58","attachment_number":7,"pacer_doc_id":"093015022247","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":2,"description":"Exhibit 7 - Feb. 3 2025 Press release","acms_document_guid":""}],"date_created":"2025-12-22T00:52:33.012442-08:00","date_modified":"2025-12-22T17:53:29.109368-08:00","date_filed":"2025-07-16","time_filed":null,"entry_number":58,"recap_sequence_number":"2025-07-16.003","pacer_sequence_number":188,"description":"AFFIDAVIT re 57 MOTION For Partial Lift of Discovery Stay Declaration of Jessica M. Casey by City of Birmingham Retirement and Relief System (Attachments: # 1 Exhibit 1 - PharmaCann Subpoena, # 2 Exhibit 2 - 4Front Ventures Corp Subpoena, # 3 Exhibit 3 - Gold Flora LLC Subpoena, # 4 Exhibit 4 - Tilt Holdings, Inc Subpoena, # 5 Exhibit 5 - Q1 2025 Earnings Call, # 6 Exhibit 6 - Nov. 14 2024 Press Release, # 7 Exhibit 7 - Feb. 3 2025 Press release)(Casey, Jessica) (Entered: 07/16/2025)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/447935806/","id":447935806,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/69564418/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/462700604/","id":462700604,"tags":[],"absolute_url":"/docket/69564418/57/giraudon-v-innovative-industrial-properties-inc/","date_created":"2025-12-22T00:52:32.979533-08:00","date_modified":"2026-05-14T06:51:34.506628-07:00","sha1":"313867aa0a406272f8e72811a1f495ec27324e3e","page_count":4,"file_size":25047,"filepath_local":"recap/gov.uscourts.mdd.574670/gov.uscourts.mdd.574670.57.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.mdd.574670/gov.uscourts.mdd.574670.57.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"    Case 1:25-cv-00182-GLR   Document 57   Filed 07/16/25   Page 1 of 4\n\n\n\n                   UNITED STATES DISTRICT COURT\n                      DISTRICT OF MARYLAND\n\n                                      Case No. 1:25-cv-00182-GLR\nIN RE INNOVATIVE INDUSTRIAL\n                                      CLASS ACTION\nPROPERTIES, INC. SECURITIES\nLITIGATION\n\n\n\n\nNOTICE OF UNOPPOSED MOTION BY PLAINTIFF FOR A PARTIAL LIFT OF THE\n                       DISCOVERY STAY\n\f       Case 1:25-cv-00182-GLR           Document 57        Filed 07/16/25      Page 2 of 4\n\n\n\nTO:    THE CLERK OF THE COURT, ALL PARTIES, AND THEIR ATTORNEYS OF\n       RECORD:\n\n       PLEASE TAKE NOTICE that Lead Plaintiff City of Birmingham Retirement and Relief\n\nSystem (\u201cPlaintiff\u201d) respectfully moves this Court for an order granting a partial lift of the\n\ndiscovery stay for the limited purpose of serving preservation subpoenas on non-parties\n\nPharmaCann, Inc.; 4Front Ventures Corp.; Gold Flora, LLC; and Tilt Holdings, Inc.\n\n       This motion is based on this Notice and the Memorandum of Law filed herewith; the\n\nCourt\u2019s complete files and records in this Action; and such further argument as the Court may\n\nallow at a hearing on this motion. Plaintiff has conferred with defendants via email, and defendants\n\ndo not oppose the motion.\n\nDATED: July 16, 2025                           SCOTT+SCOTT ATTORNEYS AT LAW LLP\n\n                                               /s/ Jessica M. Casey\n                                               Jessica M. Casey (Bar No. 31720)\n                                               Jacob L. Lieberman (admitted pro hac vice)\n                                               156 S. Main Street,\n                                               P.O. Box 192\n                                               Colchester, CT 06415\n                                               Telephone: (860) 537-5537\n                                               Fax: (860) 537-4432\n                                               jcasey@scott-scott.com\n                                               jlieberman@scott-scott.com\n\n                                               Donald A. Broggi (admitted pro hac vice)\n                                               Susan Hu (admitted pro hac vice)\n                                               Lana V. Levin (admitted pro hac vice)\n                                               The Helmsley Building\n                                               230 Park Avenue, 24th Floor\n                                               New York, NY 10169\n                                               Telephone: (212) 223-6444\n                                               Fax: (212) 223-6334\n                                               dbroggi@scott-scott.com\n                                               shu@scott-scott.com\n                                               llevin@scott-scott.com\n\n                                               Counsel for Lead Plaintiff City of Birmingham\n                                               Retirement and Relief System\n\n\n\n                                                 1\n\fCase 1:25-cv-00182-GLR   Document 57   Filed 07/16/25    Page 3 of 4\n\n\n\n                             ABATO, RUBENSTEIN AND ABATO, P.A.\n\n                             Corey Smith Bott (Bar No. 25673)\n                             Shauna Barnaskas (Bar No. 16755)\n                             809 Gleneagles Court, Suite 320\n                             Baltimore, Maryland 21286\n                             Telephone: (410) 321-0990\n                             csbott@abatolaw.com\n                             sbarnaskas@abatolaw.com\n\n                             Local Counsel for Lead Plaintiff City     of\n                             Birmingham Retirement and Relief System\n\n\n\n\n                               2\n\f       Case 1:25-cv-00182-GLR           Document 57        Filed 07/16/25      Page 4 of 4\n\n\n\n                                CERTIFICATE OF SERVICE\n\n       I hereby certify that on July 16, 2025, I caused the foregoing to be electronically filed with\n\nthe Clerk of the Court using the CM/ECF system, which will send notification of such filing to the\n\nemail addresses denoted on the Electronic Mail Notice List.\n\n                                                     /s/ Jessica M. Casey\n                                                     Jessica M. Casey\n\n\n\n\n                                                 3\n\f","ocr_status":1,"date_upload":"2026-05-12T04:09:49.645639-07:00","document_number":"57","attachment_number":null,"pacer_doc_id":"093015022184","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/478874282/","id":478874282,"tags":[],"absolute_url":"/docket/69564418/57/1/giraudon-v-innovative-industrial-properties-inc/","date_created":"2026-05-12T04:09:04.043070-07:00","date_modified":"2026-05-14T07:10:19.825096-07:00","sha1":"c48531a76848256a4d8db400114303faa67eab5f","page_count":12,"file_size":58670,"filepath_local":"recap/gov.uscourts.mdd.574670/gov.uscourts.mdd.574670.57.1.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.mdd.574670/gov.uscourts.mdd.574670.57.1.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"  Case 1:25-cv-00182-GLR   Document 57-1   Filed 07/16/25   Page 1 of 12\n\n\n\n                  UNITED STATES DISTRICT COURT\n                     DISTRICT OF MARYLAND\n\n                                     Case No. 1:25-cv-00182-GLR\nIN RE INNOVATIVE INDUSTRIAL\n                                     CLASS ACTION\nPROPERTIES, INC. SECURITIES\nLITIGATION\n\n\n\nMEMORANDUM OF LAW IN SUPPORT OF PLAINTIFF\u2019S UNOPPOSED MOTION\n         FOR A PARTIAL LIFT OF THE DISCOVERY STAY\n\f       Case 1:25-cv-00182-GLR                Document 57-1            Filed 07/16/25          Page 2 of 12\n\n\n\n         Lead Plaintiff City of Birmingham Retirement and Relief System (\u201cPlaintiff\u201d) submits this\n\nMemorandum of Law in support of its Motion for a partial lift of the Private Securities Litigation\n\nReform Act of 1995\u2019s (\u201cPSLRA\u201d) discovery stay for the limited purpose of serving preservation\n\nsubpoenas on non-parties PharmaCann, Inc.; 4Front Ventures Corp.; Gold Flora, LLC; and Tilt\n\nHoldings, Inc.\n\n         Lead Counsel for Plaintiff has conferred by e-mail with counsel for Defendants and\n\nDefendants do not oppose the motion.\n\nI.       INTRODUCTION\n\n         Defendant Innovative Industrial Properties, Inc. (\u201cIIPR\u201d or the \u201cCompany\u201d) is a real estate\n\ninvestment trust, or \u201cREIT,\u201d that makes its money by renting to, and investing in, state-licensed\n\ncannabis companies and, in return, receiving monthly rent payments from those tenants. \u00b6\u00b62, 21-\n\n24.1 Plaintiff alleges that, during the Class Period of February 26, 2024 to March 28, 2025,\n\ninclusive (the \u201cClass Period\u201d), the following four IIPR tenants were in dire financial straits and\n\nwould soon default on their rent payments to IIPR: PharmaCann, Inc. (\u201cPharmaCann\u201d); 4Front\n\nVentures Corp. (\u201c4Front\u201d); Gold Flora, LLC (\u201cGold Flora\u201d); and Tilt Holdings, Inc. (\u201cTilt\u201d)\n\n(together, \u201cthe Defaulting Tenants\u201d). \u00b6\u00b61, 4, 25-44. Despite knowing (or recklessly disregarding)\n\nthe Defaulting Tenants were financially imploding, Defendants made numerous false and\n\nmisleading statements (i) emphasizing IIPR\u2019s robust due diligence and monitoring protocols which\n\nmisled investors as to the threat posed by the Defaulting Tenants, and (ii) touting new investments\n\nin those same tenants. \u00b685-223. The truth was revealed to the market in a series of events from\n\nNovember 2024 to March 2025, during which time, IIPR announced that the Defaulting Tenants\n\n\n\n\n1\n         All citations beginning with \u201c\u00b6\u201d or \u201c\u00b6\u00b6\u201d are to Plaintiff\u2019s Consolidated Complaint for Violations of the\nFederal Securities Laws (ECF No. 50).\n\n                                                          1\n\f      Case 1:25-cv-00182-GLR           Document 57-1        Filed 07/16/25       Page 3 of 12\n\n\n\nhad stopped paying rent, defaulted on their lease obligations, and ultimately, that \u201ca substantial\n\nportion of [IIPR\u2019s] tenant[s]\u201d were not \u201cfinancially viable long-term.\u201d \u00b6\u00b6224-51.\n\n       As a result, the Defaulting Tenants\u2019 documents regarding their dealings with IIPR, and\n\ntheir financial performance, are highly relevant to this action and Plaintiff will diligently pursue\n\nsuch discovery. But, under the PSLRA, all discovery is stayed \u201cduring the pendency of any motion\n\nto dismiss, unless the court finds upon the motion of any party that particularized discovery is\n\nnecessary to preserve evidence or to prevent undue prejudice to that party.\u201d 15 U.S.C. \u00a778u-\n\n4(b)(3)(B). A partial lifting of the PSLRA discovery stay is warranted here because there is a clear\n\nrisk that, absent being required to take measures now to preserve documents, materials from the\n\nDefaulting Tenants may not be available later.\n\n       The Defaulting Tenants\u2019 documents are at high risk of being lost or destroyed because all\n\nfour of the Defaulting Tenants have experienced significant financial turmoil that casts doubt on\n\ntheir continued existence. Indeed, 4Front\u2019s U.S. subsidiaries (who had leases with IIPR) are\n\ncurrently in voluntary receivership in aid of liquidation and 4Front has declared bankruptcy in\n\nCanada. See In re 4Front U.S. Holdings, Inc., Case No. 2584CV01405 (Mass. Super. Ct. Suffolk\n\nCnty. May 22, 2025). Gold Flora and its related entities are currently in receivership. See In re\n\nGold Flora Corp., Case No. 25SMCP00161 (Cal. Super. Ct. L.A. Cnty. Mar. 27, 2025). Tilt is\n\nworking to complete the planned divestiture of its \u201cplant-touching business,\u201d which was the side\n\nof Tilt\u2019s business that had dealings with IIPR. See, e.g., TILT Q1 2025 Earnings Call, May 15,\n\n2025 (Exhibit 5). And, while PharmaCann still appears to be a going concern, its inability to pay\n\nrent to IIPR strongly suggests it is only a matter of time before it is insolvent too. \u00b6\u00b6230-45. Under\n\nthese circumstances, courts routinely allow partial relief from the PSLRA\u2019s blanket stay of\n\ndiscovery to permit plaintiffs to serve preservation subpoenas on non-parties to prevent crucial\n\n\n\n                                                  2\n\f      Case 1:25-cv-00182-GLR          Document 57-1        Filed 07/16/25      Page 4 of 12\n\n\n\nevidence from being lost forever. See California Pub. Emps\u2019. Ret. Sys. v. UnitedHealth Group,\n\nInc., No. 24-cv-1743, ECF No. 128 (D. Minn. June 18, 2025); N.Y. State Tchrs\u2019 Ret. Sys. v. Gen.\n\nMotors Co., 2015 WL 1565462, at *5 (E.D. Mich. Apr. 8, 2015) (citing cases). Plaintiff seeks the\n\nsame limited relief here. See, e.g., Declaration of Corey S. Bott in Support of Plaintiff\u2019s Motion\n\nfor Partial Lift of Discovery Stay (\u201cBott Declaration\u201d), Exhibits 1-4 (the \u201cPreservation\n\nSubpoenas\u201d).\n\nII.    FACTUAL AND PROCEDURAL BACKGROUND\n\n       An initial complaint was filed in this matter on January 17, 2025 (ECF No. 1). On April\n\n22, 2025, the Court designated Plaintiff as Lead Plaintiff and appointed Scott+Scott Attorneys at\n\nLaw LLP as Lead Counsel (ECF No. 39). Plaintiff filed its Consolidated Complaint on June 23,\n\n2025 (the \u201cComplaint\u201d (ECF No. 50)). The nub of the Complaint is that Defendants made\n\nnumerous materially false and misleading statements regarding (i) Defendants\u2019 due diligence on,\n\nand monitoring of, the Defaulting Tenants, and (ii) touting investments in the Defaulting Tenants\n\nthat Defendants knew (or recklessly disregarded) would soon default on their rents. It follows\n\nfrom these allegations that evidence in the possession, custody, or control of the Defaulting\n\nTenants is highly relevant to Plaintiff\u2019s claims. Such evidence will be used to prove at least what\n\nDefendants knew or should have known about the Defaulting Tenants\u2019 finances and their course\n\nof dealing with IIPR.\n\n       The Complaint\u2019s allegations about the Defaulting tenants\u2019 deteriorating finances is a strong\n\nbasis to conclude that further evidence from the Defaulting Tenants is likely critical to this case.\n\nFor example, PharmaCann first defaulted on its rent payments to IIPR in December 2024, and even\n\nthough IIPR quickly reached an agreement with PharmaCann to resolve its defaults in January\n\n2025, PharmaCann defaulted yet again in March 2025. \u00b6230-45. PharmaCann also has numerous\n\nstate tax liens filed against it, and was sued by a company for failure to pay over $1 million for\n                                                 3\n\f     Case 1:25-cv-00182-GLR            Document 57-1        Filed 07/16/25      Page 5 of 12\n\n\n\nimprovements to an IIPR-owned property. \u00b6\u00b667-68. Similarly, 4Front, Gold Flora, and Tilt had\n\nmounting year-over-year net losses and negative working capital during the Class Period. \u00b670.\n\nAll three companies were facing difficulties raising capital and managing its debt burden, and all\n\nthree had been warning their investors from as early as 2023 that their auditors had substantial\n\ndoubts about the companies\u2019 abilities to continue as a going concern. \u00b6\u00b669, 73. 4Front was also\n\nsaddled with state and federal tax liens for failure to pay back taxes. \u00b667. 4Front and Tilt had\n\nstopped paying rent to IIPR in September 2024, and 4Front, Tilt, and Gold Flora ultimately\n\ndefaulted for failure to pay rent in March 2025. \u00b6\u00b6225-26, 246. These financial struggles (and\n\nothers) should be reflected in the Defaulting Tenant documents Plaintiff now seeks to preserve.\n\n       As a result of the Defaulting Tenants\u2019 financial struggles, 4Front and Gold Flora are now\n\nin receivership, and Tilt is divesting itself of the portion of the business that had dealings with\n\nIIPR. In May 2025, 4Front's U.S. subsidiaries filed for voluntary receivership in aid of liquidation.\n\n\u00b637. See In re 4Front U.S. Holdings, Inc., Case No. 2584CV01405 (Mass. Super. Ct. Suffolk\n\nCnty. May 22, 2025). At the time of the Consolidated Complaint's filing, these entities purportedly\n\nowed more than $59 million to lenders, and an additional $16 million to sellers of businesses that\n\n4Front acquired, with total cost of debt payments and potential exposure resulting from litigation\n\nestimated at over $140 million. \u00b668(d). As of June 2025, 4Front had declared bankruptcy in\n\nCanada. \u00b637.\n\n       Similarly, Gold Flora and its related entities filed for dissolution and receivership in Los\n\nAngeles Superior Court on March 27, 2025. \u00b641. See In re Gold Flora Corp., Case No.\n\n25SMCP00161 (Cal. Super. Ct. L.A. Cnty. Mar. 27, 2025). At the time of the petition, these\n\nentities collectively owed more than $52 million to lenders and over $60 million to unsecured\n\ncreditors and providers of goods and services. \u00b668(d).\n\n\n\n                                                 4\n\f       Case 1:25-cv-00182-GLR                Document 57-1            Filed 07/16/25          Page 6 of 12\n\n\n\n         Finally, on November 14, 2024, Tilt announced that it was undertaking a review of\n\n\u201cstrategic alternatives for its plant-touching business,\u201d and beginning in February 2025, Tilt\n\nannounced that it was planning to divest itself of its plant-touching business. See Press Release,\n\n\u201cTILT Holdings Reports Third Quarter 2024 Results and Announces Strategic Review of its Plant-\n\nTouching Business,\u201d (November 14, 2024) (Exhibit 6); Press Release, \u201cTILT Holdings Signs\n\nDefinitive Agreement to Divest Retail Locations in Massachusetts to In Good Health for $2\n\nMillion,\u201d (February 3, 2025) (Exhibit 7).\n\nIII.     ARGUMENT\n\n         The PSLRA\u2019s pre-motion-to-dismiss discovery stay is not absolute and can be lifted if\n\n\u201cparticularized discovery is necessary to preserve evidence or to prevent undue prejudice to that\n\nparty.\u201d 15 U.S.C. \u00a778u-4(b)(3)(B).2 Lifting the stay requires showing that (1) \u201cexceptional\n\ncircumstances exist, such that allowing discovery would not violate the ethos of the PSLRA\n\ndiscovery stay, and further that (2) particularized discovery is (3) necessary to either (a) preserve\n\nevidence or (b) prevent undue prejudice to a party.\u201d In re Under Armour Sec. Litig., 2021 WL\n\n633373, at *2 (D. Md. Feb. 18, 2021) (citation modified).\n\n         Courts routinely find that this standard is satisfied where, as here, the request to partially\n\nlift the stay is to serve subpoenas on third parties requiring document preservation, as opposed to\n\ndocument production. See, e.g., California Pub. Emps\u2019. Ret. Sys. v. UnitedHealth Group, Inc.,\n\nNo. 24-cv-1743, ECF No. 128 (D. Minn. June 18, 2025); In re Equifax Inc. Sec. Litig., 2018 WL\n\n3023278, at *7 (N.D. Ga. June 18, 2018) (\u201c[S]uch a decision is consistent with the PSLRA because\n\nin it Congress expressed a desire to make sure that relevant evidence is preserved without being\n\n\n\n2\n        A motion to dismiss is not currently pending in the instant case, but the discovery stay nevertheless applies,\nas Defendants have indicated that they intend to move to dismiss. See, e.g., In re Royal Ahold N.V. Securities &\nERISA Litigation, 220 F.R.D. 246, 249 (D. Md. 2004).\n\n                                                          5\n\f      Case 1:25-cv-00182-GLR           Document 57-1        Filed 07/16/25       Page 7 of 12\n\n\n\nsubjected to production.\u201d); Gen. Motors, 2015 WL 1565462, at *6 (\u201cThis Court agrees that\n\nallowing [Plaintiff] to serve the proposed preservation subpoenas on the identified third parties\n\nwill maintain the status quo until the Court rules on Defendants\u2019 pending motions to dismiss\u201d); In\n\nre Tyco Int\u2019l, Ltd., Sec. Litig., 2000 WL 33654141, at *5 (D.N.H. July 27, 2000) (\u201cgranting a\n\nplaintiff leave to issue subpoenas that give specified third parties notice of the action and impose\n\nupon them only a duty to preserve certain relevant evidence in their possession is consistent with\n\nthe purposes underlying the PSLRA\u201d); In re Grand Casinos, Inc. Sec. Litig., 988 F. Supp. 1270,\n\n1272 (D. Minn. 1997) (\u201cthe Plaintiffs\u2019 service of Subpoenas duces tecum would further Congress\u2019\n\nintent by subjecting relevant evidence to a \u201cstay put\u201d directive whether in the hands of the parties,\n\nor in those of third-parties, but would not allow the Plaintiff to engage in discovery until such time\n\nas the District Court should rule on the Motion to Dismiss in a way that would warrant an\n\nenforcement of the Subpoenas.\u201d). Cf. In re Carnegie Intern Corp. Sec. Litig., 107 F.Supp.2d 676\n\n(D. Md. 2000) (quashing subpoena to produce documents due to the PSLRA discovery stay, but\n\nordering third-party to preserve all documents subject to that subpoena). As shown below, the\n\nstandard for allowing Plaintiff to serve the Preservation Subpoenas is easily met.\n\n       A. \u201cExceptional Circumstances\u201d Warrant Preservation Now\n\n       \u201cExceptional circumstances\u201d warrant lifting the PSLRA discovery stay when \u201cthe\n\nrationales underlying the PSLRA\u2019s discovery stay do not support continued imposition of a\n\nstay . . . .\u201d Under Armour Sec. Litig., 2021 WL 633373, at *2. The purpose of the staying\n\ndiscovery is to \u201cminimize the incentives for plaintiffs to file frivolous securities class actions in\n\nthe hope either that corporate defendants will settle those actions rather than bear the high cost of\n\ndiscovery . . . or that the plaintiff will find during discovery some sustainable claim not alleged in\n\nthe complaint.\u201d Royal Ahold, 220 F.R.D. at 249 (citation modified).\n\n\n\n                                                  6\n\f      Case 1:25-cv-00182-GLR           Document 57-1         Filed 07/16/25      Page 8 of 12\n\n\n\n       Neither of these concerns are present here. The Preservation Subpoenas will be directed\n\nonly to third parties (not Defendants) and request only preservation (not production). As a result,\n\nthe Preservation Subpoenas are not \u201ca means to force the settlement of a frivolous lawsuit,\u201d or to\n\n\u201csearch for new claims to assert against the Defendants.\u201d Under Armour Sec. Litig., 2021 WL\n\n633373, at *2. To the contrary, the PSLRA itself contemplates the preservation of relevant\n\nevidence, and Plaintiff\u2019s motion is consistent with that goal. See \u00a778u-4(b)(3)(C). Consequently,\n\n\u201cexceptional circumstances\u201d exist here.\n\n       B. The Preservation Subpoenas Are Particularized\n\n       The Preservation Subpoenas are sufficiently particularized so as to support a partial lifting\n\nof the stay. \u201cA discovery request is particularized to the extent that it is directed at specific\n\npersons\u201d and \u201cidentifies specific types of evidence that fall within its scope.\u201d Tyco Int\u2019l. Ltd., 2000\n\nWL 33654141, at *4 (citation modified); see also Royal Ahold, 220 F.R.D. at 250 (subpoena\n\nrequest for \u201cclearly defined universe of documents\u201d was particularized).            The Preservation\n\nSubpoenas are \u201cdirected to specific persons,\u201d the Defaulting Tenants. See Bott Declaration, Ex.\n\n1-4. The Preservation Subpoenas also clearly and directly identify \u201cspecific types of evidence.\u201d\n\nSee id. For example, those subpoenas seek the preservation of only three categories of evidence:\n\n(i) documents concerning any and all agreements between the Defaulting Tenants and IIPR;\n\n(ii) documents regarding any financial information provided by the Defaulting Tenants and IIPR;\n\nand (iii) to the extent not already covered by the first two categories, documents sufficient to show\n\nthe financial state of the Defaulting Tenants\u2019 businesses. And the information to be preserved is\n\nsquarely relevant to this action, which centers on the Defaulting Tenants\u2019 finances, performance,\n\nand agreements with, and disclosures to, IIPR. See Royal Ahold, 220 F.R.D. at 250 (the meaning\n\nof the phrase \u201cparticularized\u201d \u201cmust take into account the nature of the underlying litigation\u201d).\n\n\n\n                                                  7\n\f     Case 1:25-cv-00182-GLR            Document 57-1        Filed 07/16/25      Page 9 of 12\n\n\n\nConsequently, the Preservation Subpoenas are particularized enough to support partially lifting the\n\ndiscovery stay.\n\n       Courts have found similar requests to be sufficiently particularized. See Koncelik v. Savient\n\nPharms., Inc., 2009 WL 2448029, at *1 (S.D.N.Y. Aug. 10, 2009) (finding plaintiffs\u2019 request\n\nsufficiently particularized because, \u201calthough the preservation subpoenas plaintiff expects to serve\n\n[on third parties] are broad, they require only the preservation of documents, not the documents\u2019\n\nactual production\u201d); Grand Casinos, 988 F. Supp. at 1273 (granting plaintiff\u2019s request to serve\n\nsubpoenas duces tecum because \u201cthe \u2018discovery\u2019 is distinctly \u2018particularized\u2019 [and] it does no more\n\nthan \u2018preserve evidence\u2019 in the care, custody or control of third-parties\u201d). So too here.\n\n       C. The Preservation Subpoenas Are Necessary\n\n       The Preservation Subpoenas are necessary both to preserve evidence and prevent undue\n\nprejudice to Plaintiff. Under the PSLRA, \u201cundue prejudice\u201d means \u201cimproper or unfair treatment\n\namounting to something less than irreparable harm.\u201d Gen. Motors, 2015 WL 1565462 at *3\n\n(citation modified). Undue prejudice exists where, as here (i) \u201c[d]ocumentary evidence in the care,\n\ncustody, or control of third parties\u201d; (ii) is not \u201cexpressly subject to any preservation order\u201d; and\n\n(iii) \u201cthe destruction of relevant files\u201d might occur \u201cin the ordinary course of business.\u201d Id. See\n\nalso Royal Ahold, 220 F.R.D. at 251 (preservation necessary when the company \u201cappear[ed] to be\n\nundertaking a wide-ranging corporate reorganization\u201d and had \u201calready divested itself of key\n\nsubsidiaries,\u201d thus creating a \u201creasonable concern that documents may be lost.\u201d).\n\n       Concerns that crucial evidence may be lost forever are particularly acute here. The\n\nDefaulting Tenants are third parties that, to Plaintiff\u2019s knowledge, are not expressly subject to any\n\npreservation order related to this action. Moreover, as detailed above, all of the Defaulting Tenants\n\nare experiencing significant financial turmoil that cast heavy doubt on their continued viability.\n\nIndeed, two of the Defaulting Tenants are in receivership, and one is divesting itself from the\n                                                 8\n\f      Case 1:25-cv-00182-GLR         Document 57-1         Filed 07/16/25      Page 10 of 12\n\n\n\nbusiness that was involved in its lease agreements with IIPR. (See supra pp. 2-5). Thus, Plaintiff\n\nis rightly concerned that potentially relevant information in the possession of the Defaulting\n\nTenants may be destroyed in the ordinary course as the Defaulting Tenants winddown their\n\nbusiness, or otherwise lost during the receivership or divestiture process. See Savient Pharms.,\n\n2009 WL 2448029, at *2 (\u201cThe only thing that is certain is that without preservation subpoenas,\n\nthe third party corporations in possession of potentially relevant information are free to destroy\n\nthat information.\u201d). The Preservation Subpoenas are necessary here to ensure that this does not\n\nhappen and prevent the undue burden to Plaintiff resulting from the avoidable loss of potentially\n\ncritical evidence.\n\nIV.    CONCLUSION\n\n       For all the foregoing reasons, Plaintiff respectfully requests a partial lift of the discovery\n\nstay for the limited purpose of serving preservation subpoenas on non-parties PharmaCann, Inc.;\n\n4Front Ventures Corp.; Gold Flora, LLC; and Tilt Holdings, Inc.\n\n\n\n\n                                                 9\n\f    Case 1:25-cv-00182-GLR   Document 57-1    Filed 07/16/25    Page 11 of 12\n\n\n\nDATED: July 16, 2025               SCOTT+SCOTT ATTORNEYS AT LAW LLP\n\n                                   /s/ Jessica M. Casey\n                                   Jessica M. Casey (Bar No. 31720)\n                                   Jacob L. Lieberman (admitted pro hac vice)\n                                   156 S. Main Street,\n                                   P.O. Box 192\n                                   Colchester, CT 06415\n                                   Telephone: (860) 537-5537\n                                   Fax: (860) 537-4432\n                                   jcasey@scott-scott.com\n                                   jlieberman@scott-scott.com\n\n                                   Donald A. Broggi (admitted pro hac vice)\n                                   Susan Hu (admitted pro hac vice)\n                                   Lana V. Levin (admitted pro hac vice)\n                                   The Helmsley Building\n                                   230 Park Avenue, 24th Floor\n                                   New York, NY 10169\n                                   Telephone: (212) 223-6444\n                                   Fax: (212) 223-6334\n                                   dbroggi@scott-scott.com\n                                   shu@scott-scott.com\n                                   llevin@scott-scott.com\n\n                                   Counsel for Lead Plaintiff City of Birmingham\n                                   Retirement and Relief System\n\n                                   ABATO, RUBENSTEIN AND ABATO, P.A.\n\n                                   Corey Smith Bott (Bar No. 25673)\n                                   Shauna Barnaskas (Bar No. 16755)\n                                   809 Gleneagles Court, Suite 320\n                                   Baltimore, Maryland 21286\n                                   Telephone: (410) 321-0990\n                                   csbott@abatolaw.com\n                                   sbarnaskas@abatolaw.com\n\n                                   Local Counsel for Lead Plaintiff City        of\n                                   Birmingham Retirement and Relief System\n\n\n\n\n                                    10\n\f     Case 1:25-cv-00182-GLR          Document 57-1         Filed 07/16/25      Page 12 of 12\n\n\n\n                                CERTIFICATE OF SERVICE\n       I hereby certify that on July 16, 2025, I caused the foregoing to be electronically filed with\n\nthe Clerk of the Court using the CM/ECF system, which will send notification of such filing to the\n\nemail addresses denoted on the Electronic Mail Notice List.\n\n                                                     /s/ Jessica M. Casey\n                                                     Jessica M. Casey\n\n\n\n\n                                                11\n\f","ocr_status":1,"date_upload":"2026-05-12T04:10:15.723388-07:00","document_number":"57","attachment_number":1,"pacer_doc_id":"093015022185","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":2,"description":"Memorandum in Support","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/478874283/","id":478874283,"tags":[],"absolute_url":"/docket/69564418/57/2/giraudon-v-innovative-industrial-properties-inc/","date_created":"2026-05-12T04:09:04.086502-07:00","date_modified":"2026-05-14T07:10:16.363649-07:00","sha1":"e1015cb4588b045b1974177509dbe4f48450efe9","page_count":1,"file_size":19146,"filepath_local":"recap/gov.uscourts.mdd.574670/gov.uscourts.mdd.574670.57.2.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.mdd.574670/gov.uscourts.mdd.574670.57.2.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"     Case 1:25-cv-00182-GLR            Document 57-2        Filed 07/16/25      Page 1 of 1\n\n\n\n                           UNITED STATES DISTRICT COURT\n                              DISTRICT OF MARYLAND\n\n                                                    Case No. 1:25-cv-00182-GLR\n IN RE INNOVATIVE INDUSTRIAL\n                                                    CLASS ACTION\n PROPERTIES, INC. SECURITIES\n LITIGATION\n                                                    [PROPOSED] ORDER GRANTING\n                                                    UNOPPOSED MOTION FOR A\n                                                    PARTIAL LIFT OF THE DISCOVERY\n                                                    STAY\n\n         THIS CAUSE came before the Court and upon due consideration, and for good cause\n\nshown,\n\n         IT IS HEREBY ORDERED as follows:\n\n         1.    Plaintiff\u2019s unopposed motion for a partial lift of the discovery stay for the limited\n\n               purpose of serving preservation subpoenas on non-parties PharmaCann, Inc.;\n\n               4Front Ventures Corp.; Gold Flora, LLC; and Tilt Holdings, Inc. is GRANTED.\n\n         2.    Any subpoena issued shall expressly state in prominent text that no documents are\n\n               to be produced, and if any documents are inadvertently or incorrectly produced by\n\n               the party being subpoenaed, Plaintiff is required to promptly (i) issue a notice to\n\n               Defendants and the Court that documents were produced and (ii) sequester and not\n\n               review any such documents produced unless the stay currently in place pursuant to\n\n               the PSLRA has been lifted by a further Order of the Court.\n\n\nIT IS SO ORDERED.\n\nDated: ________________________, 2025\n\n                                             ________________________________________\n                                             George L. Russell, III\n                                             Chief United States District Judge\n\f","ocr_status":2,"date_upload":"2026-05-12T04:10:07.243044-07:00","document_number":"57","attachment_number":2,"pacer_doc_id":"093015022186","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":2,"description":"Text of Proposed Order","acms_document_guid":""}],"date_created":"2025-12-22T00:52:32.947663-08:00","date_modified":"2025-12-22T17:53:29.053481-08:00","date_filed":"2025-07-16","time_filed":null,"entry_number":57,"recap_sequence_number":"2025-07-16.002","pacer_sequence_number":186,"description":"MOTION For Partial Lift of Discovery Stay by City of Birmingham Retirement and Relief System (Attachments: # 1 Memorandum in Support, # 2 Text of Proposed Order)(Casey, Jessica) (Entered: 07/16/2025)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/447935805/","id":447935805,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/69564418/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/462700603/","id":462700603,"tags":[],"absolute_url":"/docket/69564418/56/giraudon-v-innovative-industrial-properties-inc/","date_created":"2025-12-22T00:52:32.911583-08:00","date_modified":"2025-12-22T17:53:29.031347-08:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"56","attachment_number":null,"pacer_doc_id":"093015020123","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"","acms_document_guid":""}],"date_created":"2025-12-22T00:52:32.880892-08:00","date_modified":"2025-12-22T17:53:29.009583-08:00","date_filed":"2025-07-16","time_filed":null,"entry_number":56,"recap_sequence_number":"2025-07-16.001","pacer_sequence_number":183,"description":"NOTICE of Appearance by Jessica M Casey on behalf of City of Birmingham Retirement and Relief System (Casey, Jessica) (Entered: 07/16/2025)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/447935804/","id":447935804,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/69564418/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/462700602/","id":462700602,"tags":[],"absolute_url":"/docket/69564418/55/giraudon-v-innovative-industrial-properties-inc/","date_created":"2025-12-22T00:52:32.842827-08:00","date_modified":"2025-12-22T17:53:28.987458-08:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"55","attachment_number":null,"pacer_doc_id":"093014990252","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"","acms_document_guid":""}],"date_created":"2025-12-22T00:52:32.810693-08:00","date_modified":"2025-12-22T17:53:28.964021-08:00","date_filed":"2025-07-02","time_filed":null,"entry_number":55,"recap_sequence_number":"2025-07-02.001","pacer_sequence_number":181,"description":"Corrected WAIVER OF SERVICE Returned Executed by City of Birmingham Retirement and Relief System. (Bott, Corey) Modified on 7/2/2025 (bg3s). (Entered: 07/02/2025)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/447935803/","id":447935803,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/69564418/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/462700601/","id":462700601,"tags":[],"absolute_url":"/docket/69564418/54/giraudon-v-innovative-industrial-properties-inc/","date_created":"2025-12-22T00:52:32.778727-08:00","date_modified":"2025-12-22T17:53:28.941034-08:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"54","attachment_number":null,"pacer_doc_id":"093014981762","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"","acms_document_guid":""}],"date_created":"2025-12-22T00:52:32.748654-08:00","date_modified":"2025-12-22T17:53:28.913780-08:00","date_filed":"2025-06-30","time_filed":null,"entry_number":54,"recap_sequence_number":"2025-06-30.001","pacer_sequence_number":179,"description":"-FILED IN ERROR- WAIVER OF SERVICE Returned Executed by Alain Giraudon. Catherine Hastings waiver sent on 6/23/2025, answer due 8/22/2025.(Bott, Corey) Modified on 7/2/2025 (bg3s). (Entered: 06/30/2025)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/447935802/","id":447935802,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/69564418/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/462700600/","id":462700600,"tags":[],"absolute_url":"/docket/69564418/53/giraudon-v-innovative-industrial-properties-inc/","date_created":"2025-12-22T00:52:32.715494-08:00","date_modified":"2026-05-14T07:09:58.445548-07:00","sha1":"2fdd87164cf1f0fcfa2ef93f8b1e40f9c7eaf445","page_count":1,"file_size":122477,"filepath_local":"recap/gov.uscourts.mdd.574670/gov.uscourts.mdd.574670.53.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.mdd.574670/gov.uscourts.mdd.574670.53.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"      Case 1:25-cv-00182-GLR          Document 53       Filed 06/24/25     Page 1 of 1\n\n\n\n                           UNITED STATES DISTRICT COURT\n                              DISTRICT OF MARYLAND\n\n                                                  Case No. 1:25-cv-00182-GLR\n IN RE INNOVATIVE INDUSTRIAL\n PROPERTIES, INC. SECURITIES                      CLASS ACTION\n LITIGATION\n                                                  [PROPOSED] ORDER GRANTING\n                                                  MOTION FOR LEAVE TO EXCEED 40-\n                                                  PAGE PLEADING LIMITATION\n\n      THIS CAUSE came before the Court upon the and upon due consideration, and for good\n\ncause shown,\n\n      IT IS HEREBY ORDERED as follows:\n\n      1.       Lead Plaintiff City of Birmingham Retirement and Relief System\u2019s Motion for\n               leave to exceed the 40-page pleading limitation set forth by Local Rule 103.1(d)\n               and file a complaint that shall not exceed 107 pages is GRANTED.\n\nIT IS SO ORDERED.\n\nDated: June 24, 2025\n\n\n\n                                            ___________________/s/__________________\n                                            George L. Russell, III\n                                            Chief United States District Judge\n\f","ocr_status":2,"date_upload":"2026-05-12T04:09:08.951877-07:00","document_number":"53","attachment_number":null,"pacer_doc_id":"093014969337","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"","acms_document_guid":""}],"date_created":"2025-12-22T00:52:32.684088-08:00","date_modified":"2025-12-22T17:53:28.871275-08:00","date_filed":"2025-06-24","time_filed":null,"entry_number":53,"recap_sequence_number":"2025-06-24.003","pacer_sequence_number":177,"description":"ORDER granting 49 Plaintiff's Motion for Leave to File Excess Pages. Signed by Chief Judge George Levi Russell, III on 6/24/2025. (bg3s, Deputy Clerk) (Entered: 06/24/2025)","tags":[]}],"entries_total":"https://www.courtlistener.com/api/rest/v4/docket-entries/?count=on&docket=69564418&page_size=40"}