SecProbe.io

Mail Room 3233
November 15, 2016

Via E -mail
Paul E. Smithers
Chief Executive Officer
Innovative Industrial Properties, Inc.
17190 Bernardo Center Drive
San Diego, California 92128

Re: Innovative Industrial Properties, Inc.
Amendment No. 1 Registration Statement on Form S -11
Filed November 7, 2016
File No. 333-214148

Dear Mr. Smithers:

We have reviewed your amended registration statement  and have the following
comments .  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.   Unless we note
otherwise, our references to prior comments are to comments in our October 31, 2016 letter.
.
Use of Proceeds, page 43

1. We note your disclosure on page 92 where you i ndicate that the amounts reimbursable to
IGP Advisers include $720,000 for offering costs. Please tell us whether you intend to
use a portion of the net proceeds to make this reimbursement. If so, please revise your
disclosure accordingly and clarify all a mounts payable out of the proceeds of this
offering.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
50

2. Revise to discuss the expected impact of your Class B common stock compensation on
operating results.

Paul E. Smithers
Innovative Industrial Properties, Inc.
November 15, 2016
Page 2

 Adoption of New or Revised Accounting Standards, page 53

3. You had previously elected to opt out of the extended transition period for complying
with new or revised accounting standards.  It appears that you have revised your election
to not opt out of such extended transition period.  Your initial election is irrevocable.
Please revise your filing or advise.  Refer to Section 107(b)(3) of the JOBS Act.

Additional Background of Our Executive Chairman, page 75

4. We note your response to comment 1 of our letter dated October 31, 2016 and the revised
disclosure beginning on page 75.  We are unable to agree with your analysis and continue
to believe that BioMed Realty may be a prior program.  Please revise your disclosure in
accordance with Guide 5  or tell us why such disclosure is not material.  In addition,
please revise your narrative to more specifically explain the return calcul ations and how
the amounts were determined.

5. We note the statement on page 76 that you “have not independently verified the accuracy
of such data and make no representation as to the accuracy of such data.”  As the latter
part of this statement appears to disclaim your responsibility for information in the
registration statement, please revise to remove this disclaimer.  We do not object to the
portion of the statement, if accurate, that indicates that you have not verified the accuracy
of the third -party data.  Please make similar revisions to your disclosure elsewhere, as
applicable.

Audited Financial Statements

Innovative Industrial Properties, Inc.

Note 4. Common Stock, page F -15

6. We note your disclosure relating to y our Class B common stock compensation. It appears
that the fair value of the shares used to measure the stock compensation is substantially
below the IPO price. Please reconcile the difference for us; in this regard, your response
should explain the events  or factors that support this difference.

PharmaCann LLC

Balance Sheets, page F -20

7. Please revise to disclose the origin of, and any restriction on, the $4.3 million cash held in
escrow.

Paul E. Smithers
Innovative Industrial Properties, Inc.
November 15, 2016
Page 3

 Statements of Cash Flows, page F -23

8. It appears that cash hel d in escrow and restricted cash are included in the cash balance on
the Statements of Cash Flows.  Please tell us how this presentation complies with
paragraph 4 of ASC 230 -10-45.

Note 2. Summary of Significant Accounting Policies, page F -24

9. Please tell us if interest costs have been capitalized.  To the extent they have not been
capitalized, please tell us how it was determined that it was unnecessary to capitalize
interest costs.  To the extent they have been capitalized, please revise your filing to
disclose the amount of interest costs incurred and the amount thereof that have been
capitalized.  Please refer to paragraph 1 of ASC 835 -20-50.

Note 13. Subsequent Events, page F -28

10. Please revise to disclose the amount of cash paid and amount of notes pay able issued for
the member interests.

You may contact Jorge Bonilla, Staff Accountant, at (202) 551 -3414 or Jennifer Monick,
Special Assistant Chief Accountant at (202) 551 -3468 if you have questions regarding comments
on the financial statements and rela ted matters.  Please contact Folake Ayoola, Senior Counsel,
at (202) 551 -3673 or me at (202) 551 -3401 with any other questions.

Sincerely,

 /s/ Jennifer Gowetski

Jennifer Gowetski
Senior Counsel, Office of Real
Estate and Commodities

Cc: Martin Traber, Esq.
 Foley & Lardner LLP