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): January 22, 2025

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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
Common Stock, $0.0001 per value		MKZR		NASDAQ

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 F-D Disclosure.

On January 22, 2025, we issued a press release regarding our progress on the Aurora at Green Valley development. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.

Furthermore, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

The furnishing of the attached press release is not an admission as to the materiality of any information therein. The information contained in the release is summary information that is intended to be considered in the context of more complete information included in our filings with the U.S. Securities and Exchange Commission (the “SEC”) and other public announcements that we have made and may make from time to time by press release or otherwise. We undertake no duty or obligation to update or revise the information contained in this press release, although we may do so from time to time as our management believes is appropriate. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosures.

Forward-Looking Statements

This Current Report on Form 8-K may contain 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, including, among others, our ability to fully resume our operations and remain financially healthy, and our expected future growth prospects. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. In some cases, forward-looking statements can be identified by the use of forward-looking terms such as “anticipate,” “estimate,” “believe,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “should,” “will,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target,” “trajectory,” “focus,” “work to,” “attempt,” “pursue,” or the negative of these terms or other comparable terms. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in the circumstances. For a further discussion of factors that could cause our future results, performance, or transactions to differ significantly from those expressed in any forward-looking statement, please see the section titled “Risk Factors” in annual reports on Form 10-K and quarterly reports on Form 10-Q that we file with the Securities and Exchange Commission from time to time.

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

     

99.1 Press Release issued January 22, 2025

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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: January 22, 2025	By:	/s/ Robert Dixon
		Robert Dixon
		President

NEWS RELEASE

FOR IMMEDIATE RELEASE 

IR CONTACT

Andrew Barwicki

516-662-9461

[e-mail]

 

MacKenzie Realty Capital Provides Development Update on Aurora at Green Valley

 

Orinda, Calif., (January 22, 2025) – MacKenzie Realty Capital, Inc. (Nasdaq: MKZR) (“MacKenzie” or the “Company”) is pleased to announce an update on its development called Aurora at Green Valley, in Fairfield, CA.

Highlights:

•	Our Aurora project is progressing on schedule with no delays. See www.wisemanco.com/property/aurora-at-green-valley/

•	The schedule continues to indicate occupancy will begin during the third quarter for the first residential building, with the other two buildings delivered by the end of the year.

•	Sunrise Center clubhouse, with leasing offices, is scheduled to be delivered 45 days prior to the first residential building to assist in leasing activities.  That building already has drywall installed.  Indoor and outdoor furniture and fitness room equipment has been ordered.

•	Prior to opening of Sunrise Center, we will conduct pre-leasing activities from a professional office located in a nearby office building owned by an affiliate of MRC Aurora, LLC.

•	FPI, our independent property manager, is the biggest manager in northern California in terms of units managed.

•	The project has had minimal overruns – right now we forecast a total use of only 23% of the contingencies provided in our budget.

•	Next month we expect to commence drawing on our construction loan facility, as we will have invested our $12.5 million cash equity.  Our lender is Valley Strong Credit Union and they have already begun performing inspections so that our draw process is expected to be smooth.

•	Market occupancies for similar projects are maintaining at 95% occupancy, including Nova, the newest large project in Green Valley which has now stabilized its 281 units at that 95% level.

•	Rents in this market increased by 25% between 2021 and 2023.  Rents pulled back a bit at the end of 2023, but have resumed a positive trend and are now just about 3% off the rental peak established in 2023.  We believe there is not enough new product in this growth market to satisfy demand.

Robert Dixon, Chief Executive Officer at MacKenzie stated, “We are excited about the progress we are making in developing the Aurora project and are committed to be helping meet the continued demand for housing in the San Francisco Bay Area. This development is staying on the budget and schedule we initially disclosed. I want to thank our team here at MacKenzie as well as all the contractors and subcontractors involved.”

About MacKenzie Realty Capital, Inc. 

MacKenzie, founded in 2013, is a West Coast-focused REIT that intends to invest at least 80% of its total assets in real property, and up to a maximum of 20% of its total assets in illiquid real estate securities.  We intend for the real property portfolio to be approximately 50% multifamily and 50% boutique class A office. The Company has paid a dividend every year since inception. The current portfolio includes interests in 4 multifamily properties and 8 office properties plus 2 multifamily developments.

 

For more information, please contact MacKenzie at [phone]. Please visit our website at: http://www.mackenzierealty.com

 

Forward-Looking Statements

This press release may contain 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, including, among others, our ability to fully resume our operations and remain financially healthy, and our expected future growth prospects. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. In some cases, forward-looking statements can be identified by the use of forward-looking terms such as “anticipate,” “estimate,” “believe,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “should,” “will,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target,” “trajectory,” “focus,” “work to,” “attempt,” “pursue,” or the negative of these terms or other comparable terms. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in the circumstances. For a further discussion of factors that could cause our future results, performance, or transactions to differ significantly from those expressed in any forward-looking statement, please see the section titled “Risk Factors” in annual reports on Form 10-K and quarterly reports on Form 10-Q that we file with the Securities and Exchange Commission from time to time.

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

Document and Entity Information	Jan. 22, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 22, 2025
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
Title of 12(b) Security	Common Stock, $0.0001 per value
Trading Symbol	MKZR
Security Exchange Name	NASDAQ
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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