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): October 26, 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 8.01. Other Events.

On October 26, 2023, MacKenzie Realty Capital, Inc. (the “Registrant”) issued a press release announcing the postponement of its annual meeting of stockholders (the “Annual Meeting”) from October 27, 2023, to November 6, 2023 at 11 am (PT). The record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting remains the same. The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release issued October 26, 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: October 26, 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. Postpones 2023 Annual Meeting of Stockholders

MacKenzie’s Board of Directors Unanimously Recommends Stockholders Vote FOR All Proposals

Orinda, Calif., (October 26, 2023) – On October 26, 2023, MacKenzie Realty Capital, Inc. (“MacKenzie” or the “Company”),

announced it has postponed its 2023 annual meeting of stockholders (“Annual Meeting”) from October 27, 2023, to November 6, 2023, to allow additional time for stockholder voting and the solicitation of proxies.

The Annual Meeting will be held on November 6, 2023, at 11 am Pacific Time at the offices of MacKenzie located at 89 Davis Rd., Suite 100, Orinda, California 94563. There have been no changes to the proposals to be voted on at the Annual Meeting.

The Company has postponed the Annual Meeting to provide an opportunity for more stockholders to vote their shares in order to reach a quorum for the meeting; MacKenzie needs at least 50% of all shareholders to vote their shares.

The record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting will remain August 30, 2023. Proxies previously submitted will be voted at the postponed Annual Meeting unless properly revoked, and stockholders who have already submitted a proxy or otherwise voted do not need to take any action at this time.

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. 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, 2022, 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/1550913/000155091322000031/mrc253g2111022.htm.

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