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 13, 2023

MacKenzie Realty Capital, Inc.
(Exact Name of Registrant as Specified in Its Charter)

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)

(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 7.01 Regulation FD Disclosure.

On or about January 13, 2023, MacKenzie Realty Capital, Inc., mailed a letter to preferred stockholders.

The full text of the letter is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

On or about January 20, 2023, MacKenzie Realty Capital, Inc., will mail a letter to all common stockholders.

The full text of the letter is attached as Exhibit 99.2 to this Current Report on Form 8-K and is 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, 2022, as amended, and its other filings with the Securities and Exchange Commission.

Item 8.01 Other Events.

Fourth Calendar Quarter 2022 Dividends

Mackenzie Realty Capital, Inc. is pleased to announce an increase in our regular quarterly dividend, now at the rate of $0.11 per share.  The Board hopes to continue to raise this rate in future quarters.  The dividend will be payable to shareholders of record December 31, 2022, and it will be paid on or about January 20, 2023.

The Board also announced the quarterly dividend of $0.375 per Series A Preferred share, payable at the rate of $0.125 per month.  As there were no holders of preferred stock prior to December 1, 2022, the Board approves $0.125 per preferred share to preferred shareholders of record as of December 31, 2022.  The Board further approved a preferred share dividend in the amount of $0.125 per month per preferred share for holders of record as of January 31, 2023, February 28, 2023, and March 31, 2023, to be paid in April 2023.

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, 2022, as amended, and its other filings with the Securities and Exchange Commission.

Item 9.01 Financial Statements and Exhibits

(d)  Exhibits

Exhibit Number
 
Description
 
99.1
 
Letter to preferred stockholders
99.2
Update Letter to stockholders and 2022 tax information
 


 
 
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 13, 2023
By:
/s/ Robert Dixon
 
 
 
Robert Dixon
 
 
 
President
 




January 13, 2023

Dear Shareholder:

MacKenzie Realty Capital, Inc. (“MRC”) is again issuing its quarterly preferred share dividend.  The dividend is payable to shareholders of record as of December 31, 2022.  Shareholders accepted into the Fund as of October 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 November 1 will receive 2/3rd of that amount (or $0.25 per share), and those accepted as of December 1 will receive 1/3rd 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 preferred share dividend at the rate of $0.125 per month to holders of record as of January 31, February 28, and March 31, 2023.  This dividend will be paid during the month of April 2023.

Further, below is our 2022 dividend allocation for federal income tax purposes.  MRC’s tax return for the year ended December 31, 2022, has not yet been filed.  As a result, the income tax allocation for the dividends discussed below has been calculated using the best available information as of the date of this announcement.  If the amounts noted below change materially once we complete our 2022 tax return, we will provide corrected information once we are able to do so.   Please note that tax laws affect taxpayers differently, and the above information is not intended as advice to shareholders as to how dividends should be reported on their tax returns.  We encourage shareholders to consult with their own tax advisors with respect to the income tax effects of these dividends.

Record Date
Payment Date
  
Ordinary Dividends*
    
Capital Gain Distribution
    
Return of Capital
    
Total Distribution per Share
  
Preferred Series A Stockholders
                        
 
 
                        
3/31/2022
4/15/2022
  
$
-
    
$
-
    
$
0.37500
    
$
0.37500
  
 
 
                                
6/30/2022
7/15/2022
  
$
-
    
$
-
    
$
0.37500
    
$
0.37500
  
 
 
                                
9/30/2022
10/14/2022
  
$
-
    
$
-
    
$
0.37500
    
$
0.37500
  
 
 
                                
12/31/2022
1/13/2023
  
$
-
    
$
-
    
$
0.37500
    
$
0.37500
  
 
 
                                
Totals
  
$
-
    
$
-
    
$
1.50000
    
$
1.50000
  
 
 
                                
 
 
    
0.00%

   
0.00%

   
100.00%

       
* Also section 199A dividend
                                


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/1550913/000155091322000031/mrc253g2111022.htm

January 20, 2023



Dear Stockholder:

MacKenzie Realty Capital, Inc. is pleased to announce that we are increasing the dividend again, to a rate of $0.11 per common share, our eighth consecutive quarterly increase in the dividend.  The dividend is payable to common shareholders of record as of December 31, 2022.

We are excited about our recent acquisitions, particularly of The Wiseman Company and the portfolio of properties it controls.  We recently closed on the acquisition of Woodland Corporate Center, a Class A office property in Woodland, CA, our third from this portfolio, and we are diligently working on our next acquisition.

Further, below is our 2022 dividend allocation for federal income tax purposes.  MRC’s tax return for the year ended December 31, 2022, has not yet been filed.  As a result, the income tax allocation for the dividends discussed below has been calculated using the best available information as of the date of this announcement.  If the amounts noted below change materially once we complete our 2022 tax return, we will provide corrected information once we are able to do so.   Please note that tax laws affect taxpayers differently, and the above information is not intended as advice to shareholders as to how dividends should be reported on their tax returns.  We encourage shareholders to consult with their own tax advisors with respect to the income tax effects of these dividends.

Record Date
Payment Date
  
Ordinary Dividends*
    
Capital Gain Distribution
    
Return of Capital
    
Total Distribution per Share
  
Common Stockholders
                        
 
 
                        
3/31/2022
4/29/2022
  
$
-
    
$
-
    
$
0.09000
    
$
0.09000
  
 
 
                                
6/30/2022
7/29/2022
  
$
-
    
$
-
    
$
0.10000
    
$
0.10000
  
 
 
                                
9/30/2022
10/28/2022
  
$
-
    
$
-
    
$
0.10500
    
$
0.10500
  
 
 
                                
12/31/2022
1/20/2022
  
$
-
    
$
-
    
$
0.11000
    
$
0.11000
  
 
 
                                
Totals
  
$
-
    
$
-
    
$
0.40500
    
$
0.40500
  
 
 
                                
 
 
    
0.00%

   
0.00%

   
100.00%

       
* Also section 199A dividend
                                

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 on the SEC’s website: https://www.sec.gov/Archives/edgar/data/1550913/000155091322000031/mrc253g2111022.htm.