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): March 12, 2024

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.
Suspension of Share Repurchase and Dividend Reinvestment Programs
MacKenzie Realty Capital, Inc. (the “Company”) has suspended its Share Repurchase and Dividend Reinvestment Programs in connection with its pursuit of the listing of its common stock on a securities exchange (a “Listing”).  On March 4, 2024, the Board of Directors of the Company (the “Board”) decided that it is in the best interests of the Company’s shareholders to suspend these programs temporarily while the Listing application is prepared, submitted and processed. If the Listing occurs, (a) the Share Repurchase Program will automatically terminate, and (b) the Board will decide whether, and when, to reinstate the Dividend Reinvestment Program.
Anticipated Listing on the OTCQX and NYSE-American
We intend to pursue a Listing first on the OTCQX. Thereafter, depending upon trading activity and public float, we may attempt a Listing on the NYSE-American. The Company is not providing any guidance regarding potential post-Listing share price or the timing of a Listing; nor is the Company guaranteeing that a Listing will occur.
Net Asset Value
Due to the Company’s pursuit of a Listing, we will not issue an updated net asset value as of December 31, 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, 2023, as amended, and its other filings with the Securities and Exchange Commission.

Item 9.01 Financial Statements and Exhibits.
 
(d) Exhibits
     
99.1 Press Release issued March 12, 2024
 
 
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: March 12, 2024
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 Anticipated Listing and suspension of SRP and DRIP
 
Orinda, Calif., (March 12, 2024) – MacKenzie Realty Capital, Inc. (“MacKenzie” or the “Company”) announced it is pursuing a listing of its common stock on a securities exchange and, accordingly, that it is suspending the Company’s Dividend Reinvestment and Share Repurchase Programs for the time being, effective immediately.
Anticipated Listing on the OTCQX and NYSE-American
MacKenzie announced that it expects to pursue a listing first on the OTCQX, followed later this year by a listing on the NYSE-American once a trading history and public float is demonstrated. The Company is 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.

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 6 multifamily properties and 11 office properties in 5 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, 2023, 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 press release 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 (800) 854-8357 • Local (925) 631-9100 •
www.mackenzierealty.com