Form 8-K - Current report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): September 27, 2024

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MacKenzie Realty Capital, Inc.

(Exact Name of Registrant as Specified in Its Charter)

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000-55006

(Commission File Number)

Maryland	45-4355424
(State or Other Jurisdiction of Incorporation)	(I.R.S. Employer Identification No.)

89 Davis Road, Suite 100

Orinda, California 94563

(Address of principal executive offices, including zip code)

[phone]

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 7.01 Regulation FD Disclosure.

On or about October 11, 2024, MacKenzie Realty Capital, Inc., will mail a letter to its Series A and B preferred stockholders.

On or about October 25, 2024, MacKenzie Realty Capital, Inc., will mail a letter to its common stockholders.

The full text of the letters intended to be mailed are attached as Exhibit 99.2, 99.3 and 99.4, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

The information in this Current Report is furnished pursuant to Item 7 and shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. This information will not be deemed an admission as to the materiality of any information contained herein that is required to be disclosed solely by Regulation FD.

 

Statements in this Current Report on Form 8-K, including intentions, beliefs, expectations, or projections relating to items such as the timing of payment of dividends are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are based on current expectations and assumptions with respect to, among other things, future economic, competitive and market conditions and future business decisions that may prove incorrect or inaccurate. Important factors that could cause actual results to differ materially from those in the forward-looking statements include the risks described in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended June 30, 2024, as amended, and its other filings with the Securities and Exchange Commission.

 

Item 8.01 Other Events.

MacKenzie Realty Capital, Inc. (“MacKenzie”) is announcing that it is paying its regular quarterly common dividend for the period ended September 30, 2024 in the amount of $0.125 on or about October 25, 2024.

U.S. investors can find current financial disclosure and Real-Time Level 2 quotes for the company on www.otcmarkets.com/stock/MKZR/quote.

Anticipated Listing on the NASDAQ

We have applied to list our common shares on the NASDAQ. We are unable to provide any guidance regarding a potential share price or the timing of such event or guarantee that such a listing will occur.

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

Exhibit Number	Description
99.1	Press Release issued September 27, 2024
99.2	Letter to Series A preferred stockholders
99.3	Letter to Series B preferred stockholders
99.4	Letter to common stockholders

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	MACKENZIE REALTY CAPITAL, INC.
	(Registrant)
Date: September 27, 2024	By:	/s/ Robert Dixon
		Robert Dixon
		President

NEWS RELEASE 

CONTACT

FOR IMMEDIATE RELEASE 

Chris Simpson

800-854-8357

[e-mail]

 

MacKenzie Realty Capital, Inc. Announces 3^rd quarter dividend

 

Orinda, Calif., (September 27, 2024) – MacKenzie Realty Capital, Inc. (OTCQX: MKZR) (“MacKenzie” or the “Company”) is pleased to announce that it has once again declared its regular quarterly dividend for the period ended September 30, 2024, in the amount of $0.125 per share, which is scheduled to be paid on October 25, 2024 to stockholders of record as of the close of business on September 30, 2024.  

 

U.S. investors can find current financial disclosures and Real-Time Level 2 quotes for MacKenzie on http://www.otcmarkets.com/stock/MKZR.  

 

Anticipated Listing on the NASDAQ 

MacKenzie has submitted its listing application to NASDAQ and is currently working with NASDAQ on answering various comments and providing various documents in support of the listing.  The Company is unable to provide any guidance regarding a potential share price or the timing of such event or to guarantee that such a listing will occur.  

For more information, please contact MacKenzie at [phone].

 

This material does not constitute an offer to sell or a solicitation of an offer to buy MacKenzie Realty Capital, Inc. 

 

Statements in this Current Report on Form 8-K, including intentions, beliefs, expectations, or projections relating to items such as the timing of payment of dividends are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are based on current expectations and assumptions with respect to, among other things, future economic, competitive and market conditions and future business decisions that may prove incorrect or inaccurate. Important factors that could cause actual results to differ materially from those in the forward-looking statements include the risks described in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended June 30, 2024, as amended, and its other filings with the Securities and Exchange Commission. This release does not constitute an offer to purchase or sell Mackenzie securities; only the Offering Circular should be relied upon for any investment decision. No money or consideration is being solicited by the information in this letter or any other communication and, if sent, money will not be accepted and will be promptly returned. A potential investor’s indication of interest does not create a commitment to purchase the securities we are offering. Any such indication of interest may be withdrawn or revoked, without obligation or commitment of any kind, at any time before notice of its acceptance is given and all other requirements to accept an investment from a potential investor are met.  A copy of the Offering Circular may be obtained on the SEC’s website:

https://www.sec.gov/Archives/edgar/data/1550913/000155091323000037/offeringcircular111423.htm.

 

89 Davis Road, Suite 100 • Orinda, California 94563 • Toll-Free [phone] • Local [phone] • www.mackenzierealty.com

October 11, 2024

Dear Investor:

MacKenzie Realty Capital, Inc. (“MRC”) is again issuing its quarterly Series A preferred share dividend and equivalent Series A preferred OP unit distribution.  The dividend is payable to investors of record as of September 30, 2024.  Shareholders accepted into the Fund as of June 1 (or prior) will receive a dividend of $0.375 per share, which is equal to an annualized rate of 6%.  Shareholders accepted into the Fund as of July 1 will receive 2/3^rd of that amount (or $0.25 per share), and those accepted as of August 1 will receive 1/3^rd of that amount (or $0.125 per share).

Enclosed is your Investor Statement with this quarter’s payment details.  If you invested through a trustee or custodian or requested a third-party deposit, or if you participate in the Dividend Reinvestment Plan, your dividend has been transmitted as directed.  If you receive a cash dividend, your check will arrive separately. 

In addition, the Board has approved a Series A preferred share dividend at the rate of $0.125 per month to holders of record as of October 31, November 30, and December 31, 2024.  This dividend will be paid during the month of January 2025.

We appreciate your investment in MRC.  We are excited about the interest we have received in MRC from investors and the investment opportunities we have encountered.  We believe your confidence in us will be rewarded.

Sincerely,

MacKenzie Realty Capital, Inc.

Robert E. Dixon, President

The statements and certain other information contained in this letter, which can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “continue,” “remains,” “intend,” “aim,” “towards,” “should,” “prospects,” “could,” “future,” “potential,” “believe,” “plans,” “likely,” “anticipate,” “position,” “probable,” “committed,” “achieve,” “rewarded,” and “focused,” or the negative thereof or other variations thereon or comparable terminology, constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbors created thereby. These statements should be considered as subject to the many risks and uncertainties that exist in the Company’s operations and business environment. Such risks and uncertainties could cause actual results to differ materially from those projected. These uncertainties include, but are not limited to, economic conditions, market demand and pricing, competitive and cost factors, and other risk factors.

This letter does not constitute an offer to purchase or sell Mackenzie securities; only the Offering Circular should be relied upon for any investment decision. No money or consideration is being solicited by the information in this letter or any other communication and, if sent, money will not be accepted and will be promptly returned. A potential investor’s indication of interest does not create a commitment to purchase the securities we are offering. Any such indication of interest may be withdrawn or revoked, without obligation or commitment of any kind, at any time before notice of its acceptance is given and all other requirements to accept an investment from a potential investor are met.  A copy of the Offering Circular may be obtained on the SEC’s website: https://www.sec.gov/Archives/edgar/data/1550913/000155091323000037/offeringcircular111423.htm

October 11, 2024

Dear Shareholder:

MacKenzie Realty Capital, Inc. (“MRC”) is issuing its quarterly Series B preferred share dividend.  The dividend is payable to shareholders of record as of September 30, 2024. 

As you know, the Series B Preferred shares have a preferred return of 12% on the $25 purchase price, which consists of a 3% current cash dividend of $0.75 per share per year and a 9% accrued return of $2.25 per share per year.  This amounts to cash dividends of $0.0625 per share per month, and an accrued return of $0.1875 per share per month. The following table sets forth the dividends paid and accrued by month of acceptance:

Acceptance		Cash				Accrued				Total
Date		Dividends				Dividends				Dividend
6/1/2024		$	0.1875			$	0.5625			$	0.75
7/1/2024		$	0.1250			$	0.3750			$	0.50
8/1/2024		$	0.0625			$	0.1875			$	0.25

In addition, the Board has approved a Series B preferred share dividend at the same rate per month to holders of record as of October 31, November 30, and December 31, 2024.  The cash portion of this dividend will be paid during the month of January 2025.

We appreciate your investment in MRC.  We are excited about the interest we have received in MRC from investors and the investment opportunities we have encountered.  We believe your confidence in us will be rewarded.

Sincerely,

MacKenzie Realty Capital, Inc.

Robert E. Dixon, President

The statements and certain other information contained in this letter, which can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “continue,” “remains,” “intend,” “aim,” “towards,” “should,” “prospects,” “could,” “future,” “potential,” “believe,” “plans,” “likely,” “anticipate,” “position,” “probable,” “committed,” “achieve,” “rewarded,” and “focused,” or the negative thereof or other variations thereon or comparable terminology, constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbors created thereby. These statements should be considered as subject to the many risks and uncertainties that exist in the Company’s operations and business environment. Such risks and uncertainties could cause actual results to differ materially from those projected. These uncertainties include, but are not limited to, economic conditions, market demand and pricing, competitive and cost factors, and other risk factors.

This letter does not constitute an offer to purchase or sell Mackenzie securities; only the Offering Circular should be relied upon for any investment decision. No money or consideration is being solicited by the information in this letter or any other communication and, if sent, money will not be accepted and will be promptly returned. A potential investor’s indication of interest does not create a commitment to purchase the securities we are offering. Any such indication of interest may be withdrawn or revoked, without obligation or commitment of any kind, at any time before notice of its acceptance is given and all other requirements to accept an investment from a potential investor are met.  A copy of the Offering Circular may be obtained on the SEC’s website: https://www.sec.gov/Archives/edgar/data/1550913/000155091323000037/offeringcircular111423.htm

October 25, 2024

Dear Investor:

MacKenzie Realty Capital, Inc. is pleased to announce that the Board of Directors has declared another dividend at the rate of $0.125 per common share.  The dividend is payable to common shareholders of record as of September 30, 2024.

Further, we are pleased to announce that we have submitted a listing application to NASDAQ. We have also retained Maxim Group LLC to provide general financial advisory and investment banking services to us in connection with, among other things, strategic planning, the uplisting to NASDAQ, and potential rights offering, equity issuance or other mechanisms to enhance corporate and shareholder value.  We are unable to provide any guidance regarding a potential share price or the timing of such an event, or to guarantee that such a listing will occur. 

We are excited to announce we have moved our transfer agent to ComputerShare, effective September 30, 2024.  We believe ComputerShare will be better able to manage our transition to being a NASDAQ-listed company.  You should have received a Welcome Letter from ComputerShare with details on how to access your Shareholder Portal, where you will be able download statements, update your account information, and see details about your investment.  If you have not received your letter, please feel free to reach out to our Investor Services Department at 800-854-8357 Option 6 or [e-mail] and we will be happy to help connect you to ComputerShare.

We have broken ground on our newest development called “Aurora at Green Valley”! We are still raising funds through a private placement with a 14% preferred return for the development and encourage you to ask your financial advisor about it.

We appreciate your investment in MRC.  We are excited about the interest we have received in MRC from investors and the investment opportunities we have encountered.  We believe your confidence in us will be rewarded.

Sincerely,

MacKenzie Realty Capital, Inc.

Robert E. Dixon, President

The statements and certain other information contained in this letter, which can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “continue,” “remains,” “intend,” “aim,” “towards,” “should,” “prospects,” “could,” “future,” “potential,” “believe,” “plans,” “likely,” “anticipate,” “position,” “probable,” “committed,” “achieve,” “rewarded,” and “focused,” or the negative thereof or other variations thereon or comparable terminology, constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbors created thereby. These statements should be considered as subject to the many risks and uncertainties that exist in the Company’s operations and business environment. Such risks and uncertainties could cause actual results to differ materially from those projected. These uncertainties include, but are not limited to, economic conditions, market demand and pricing, competitive and cost factors, and other risk factors.  This letter does not constitute an offer to purchase or sell Mackenzie securities. No money or consideration is being solicited by the information in this letter or any other communication and, if sent, money will not be accepted and will be promptly returned. A potential investor’s indication of interest does not create a commitment to purchase the securities we are offering. A copy of the Offering Circular may be obtained at: https://www.sec.gov/Archives/edgar/data/1550913/000155091323000037/offeringcircular111423.htm.

Document and Entity Information	Sep. 27, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 27, 2024
Entity File Number	000-55006
Entity Registrant Name	MacKenzie Realty Capital, Inc.
Entity Central Index Key	0001550913
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	45-4355424
Entity Address, Address Line One	89 Davis Road, Suite 100
Entity Address, City or Town	Orinda
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94563
City Area Code	925
Local Phone Number	631-9100
Entity Emerging Growth Company	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false

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