UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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 27, 2023

MacKenzie Realty Capital, Inc.

(Exact Name of Registrant as Specified in Its Charter)

000-55006

(Commission File Number)

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

89 Davis Road, Suite 100

Orinda, CA 94563

(Address of principal executive offices, including zip code)

(925) 631-9100

(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. ☐

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release issued January 27, 2023

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 27, 2023	By:	/s/ Robert Dixon
		Robert Dixon
		President

NEWS RELEASE

CONTACT

FOR IMMEDIATE RELEASE

Chris Simpson

800-854-8357

[email protected]

MacKenzie Realty Capital, Inc. announces sale of Dimensions28 property

Orinda, Calif., (January 27, 2023) – On January 23, 2023, MacKenzie Realty Capital, Inc. (“MacKenzie” or the “Company”) completed the sale of the property owned by Dimensions28, LLP to a third-party buyer. MacKenzie made the initial investment into Dimensions28 in January 2019 in the amount of $10,800,000, receiving a majority interest in the LLP. The property was purchased for $23,000,000. On January 23, 2023, the property was sold for $46,750,000. MacKenzie has received an initial liquidating distribution in the amount of $21,000,000 from Dimensions28 and expects to receive any remaining reserves later this year.

“We are very pleased with this transaction. Our strategic partner in Arizona did a great job finding, buying, and improving this property, and the results of this work have proven to be extraordinarily successful,” Chief Executive Officer of MacKenzie, Rob Dixon, stated.

Chip Patterson, MacKenzie’s Chairman and general counsel added, “We are excited to realize the profits from this transaction and to re-deploy the original capital into exciting new opportunities, including purchasing the remaining partnership interest in the Main Street West property, which we expect to complete on February 1, 2023. We also completed the purchase of the remaining partnership interest in Woodland Corporate Center Two, LP on January 3, 2023. We will now have completed the purchase of 4 of the Wiseman properties.”

About MacKenzie Realty Capital, Inc.

MacKenzie is a publicly registered non-traded REIT that is currently focused on investing in multifamily housing and office real estate properties located throughout the United States. The current portfolio includes interests in 4 multifamily properties and 10 office properties in 3 states. Please visit our website at: http://www.mackenzierealty.com

For more information, please contact MacKenzie at (800) 854-8357.

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, 2021, 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/1550913/000155091321000062/mrcofferingcircular11.2.21.htm.

89 Davis Road, Suite 100 • Orinda, California 94563 • Toll-Free (800) 854-8357 • Local (925) 631-9100 •