Resurgent Realty Trust Issues Open Letter to Generation Income Properties, Inc. (“GIPR”)

VIRGINIA BEACH, Va., May 05, 2025 (GLOBE NEWSWIRE) —  Resurgent Realty Trust (“RRT”), a shareholder of Generation Income Properties, Inc. (NASDAQ: GIPR) (“GIPR” or the “Company”), recently issued an open letter requesting the Board of Directors fulfill its fiduciary duty by engaging with RRT to discuss the non-binding term sheet RRT submitted to GIPR’s Board of Directors (the “Board”) on January 30, 2025. As a shareholder of GIPR, RRT continues to believe significant, unrealized value exists and has continued to make efforts to establish a constructive dialogue with GIPR management and board of directors.

The full text of the open letter presented to GIPR is as follows:

Open Letter to Generation Income Properties, Inc. (NASDAQ: GIPR)

“You Can’t Ignore the Iceberg if You’re Already on the Titanic”

May 4, 2025

To:        Benjamin Adams, Gena Cheng, Stuart Eisenberg, and Patrick Quilty
Board of Directors – Generation Income Properties, Inc.

Dear Directors,

This is Jon Wheeler, Founder & former Chairman, CEO, & President, Wheeler Real Estate Investment Trust. I have been around the block. I have built, financed, restructured, and – yes – revived more than my share of companies. When I made three serious offers to you to explore a path forward for Generation Income Properties, Inc., I was not doing it out of curiosity. I saw a company in extreme distress. I saw value worth salvaging. And I thought my vast private and public real estate operational experiences could help you.

Based upon a personal invite from David Sobelman, I even got on a plane. I flew to Tampa to meet your CEO in good faith. But apparently, that was too much effort on his side—because your CEO rescheduled the dinner invite and location last minute earlier than when my flight was scheduled to arrive in Tampa making it impossible for me to meet with him. Needless to say, very disappointing.

Now, in any business, communication is critical. But when you’re a publicly traded REIT, burning through cash, drowning in obligations, and approaching a redemption cliff, ghosting someone who comes bearing solutions is not just rude – it’s negligent.

Facts You Can’t Ignore Anymore

• You have $6 million in redeemable preferred equity with LOCI Capital due on May 15. Yes, May 15, 2025 – that’s just 11 days away from the date of this letter. Miss that, and it turns into an 18.5% ticking time bomb, with LOCI gaining the right to install board members and sweep your cash.
• On April 25, you took a $1 million loan from Brown Family Enterprises, due in chunks on July 24 and October 22.
  That money comes at a 16% interest rate, secured against the operating partnership. Yes – 16%. Not a typo.
• You just executed a UPREIT transaction with the Bernstein entities, issuing $4.2 million in Series B-2 Preferred OP Units and assuming $7 million in new property-level debt. Those partners most likely did not know what they just got into.
• Meanwhile, you have $613,000 in cash and a balance sheet with more layers than a wedding cake. Except this one is collapsing inward.

The Board Stalls, Shareholders Bleed

All of these fancy transactions – the preferred, the loans, the redemption deadlines – are balancing precariously on the backs of common shareholders, many of whom are small investors, employees, or friends and family who believed in your vision.

• Common equity sits below:
  • ~$65 million in secured debt
  • ~$12+ million in preferred redemptions
  • A CEO pulling in over $1,500,000+ each year, much of that from personal “guarantee fees”
  • New preferred units with future conversion and redemption triggers

That’s not a cap table. That’s a funeral program. And unless this board acts soon, common shareholders are heading for a total wipeout – through dilution, default, or a forced recapitalization – which includes each one of you as directors.

Humor Aside, This Is Serious

Look, I get it. Times are tough. Navigating capital markets right now is like steering a canoe through a hurricane. But when someone who’s weathered a few storms reaches out to offer you a bigger boat – at least take the meeting.

You don’t need to agree with my offer. You don’t even need to take my money. But you do owe the company’s stakeholders the responsibility to explore solutions when they are presented.

The idea that a company facing:

• A May 15 default trigger,
• Double-digit cost of capital,
• And less than a million in liquidity

…can afford to ignore outside help is, frankly, absurd.

Here’s What You Should Do—Right Now

1. Engage in a conversation – with me or other interested parties. You are not short on problems, but you may still have options. Open the door before it’s shut for you.
2. Disclose to shareholders what the plan is for May 15. Not generic “capital strategy” boilerplate. Real clarity. Do you have the cash? If not, what’s the plan?
3. Freeze all new equity issuances and above-market borrowings for G&A until a clear restructuring path is disclosed. No more short-term patches. No more silent fires.
4. Reassess executive compensation and governance controls. If a CEO can collect six figures in guarantee fees (which is not the norm & highly unusual) while refusing to meet interested parties, that’s not alignment – that’s entrenchment.
5. Put all options on the table: seek strategic alternatives to include a sale or merger, asset sales, recapitalization, partial buyouts, or structured exits for preferred holders.

Time to Lead or Step Aside

The situation you’re in is tough – no one questions that. You’re facing mounting obligations, investor pressure, and limited time. But that’s exactly why your role matters now more than ever.

Leadership is not about avoiding hard decisions. It’s about making the right ones—before others make them for you.

If you believe that common shareholders deserve a future here, then prove it:

• Take the meeting.
• Return the call.
• Respond to the outreach.

You may still have options – but you will not get endless chances. Delaying any further could mean losing the opportunity to restructure this company under your leadership.

This is the moment. Own it – or someone else will.

Sincerely,

Investor, Offeror, Willing Ally

Resurgent Realty Trust
                
Jon S. Wheeler
CEO
[email protected]
(757) 621-2873

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