8-K
MacKenzie Realty Capital, Inc. (MKZR)
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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): September 30, 2025
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) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br><br> <br>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. ☐
Item 7.01 Regulation FD Disclosure.
On September 30, 2025, we announced financial results for the fiscal year ended June 30, 2025. 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 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 September 30, 2025
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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,<br> INC. | ||
|---|---|---|
| (Registrant) | ||
| Date: September 30, 2025 | By: | /s/ Robert Dixon |
| Robert Dixon | ||
| President |
NEWS RELEASE
FOR IMMEDIATE RELEASE
MacKenzie Realty Capital Reports FY 2025 Financial Results and Announces Completion of Development
Orinda, Calif., (September 30, 2025) – MacKenzie Realty Capital, Inc. (Nasdaq: MKZR) (“MacKenzie” or the “Company”) today announced its financial results for the year ended June 30, 2025 and announced its Aurora at Green Valley has been completed and is now 31% leased.
Key Financial Highlights:
Operating Results for the Year Ended June 30, 2025:
| • | Net revenues for year ended June 30, 2025, were $22.06 million, an increase of 40% from $15.74 million in the same period of<br> 2024. |
|---|---|
| • | Net operating loss was $23.46 million, as compared to a net operating loss of $9.92 million in the same period of 2024. |
| --- | --- |
| • | Net loss was $23.97 million, compared to a $11.22 million loss in the same period of 2024. |
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| • | The Company had negative $2.32 million of funds from operations (“FFO”) for the year compared to negative $4.93 million in the<br> same period of 2024, 53% better. The net loss of $23.97 million was offset by $11.43 million in depreciation expense, $9.5 million in impairment losses, and $0.72 million of unrealized losses from investments. Further, adding back straight<br> line rent adjustments, amortization of below market lease rent, amortization of loan fees, mark-to-market debt adjustments, and unusual or one-time transactions such as consulting and marketing fees and share issuances related to our<br> listing, the adjusted FFO (“AFFO”) would be negative $0.69 million for the fiscal year compared to negative $4.25 million for the same period in 2024, 84% better. |
| --- | --- |
| • | Construction at Aurora at Green Valley is now complete. The clubhouse and the three residential buildings have been<br> completed with certificates of occupancy issued, and leasing activity has been robust, with the buildings now 31% leased. |
| --- | --- |
Robert Dixon, CEO and President of MacKenzie Realty Capital, stated, “The annual results were in line with our internal expectations, and we are pleased with the trajectory toward FFO profitability. We remain focused on successfully executing our growth initiatives while maintaining financial discipline which we believe will deliver sustained value creation over the long term.”
“We are particularly pleased that our revenues continue to grow, our negative FFO has been reduced by more than half, and our negative AFFO has been reduced by 84%” concluded Mr. Dixon.
Non-GAAP Financial Measures
Reconciliations, definitions and important discussions regarding the usefulness and limitations of the Non-GAAP Financial Measures used in this release can be found below.
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 (800) 854-8357. 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 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 (800) 854-8357 • Local (925) 631-9100 • www.mackenzierealty.com
Funds from Operations (“FFO”) – The Company believes that funds from operations (“FFO”), as defined in accordance with the definition used by the National Association of Real Estate Investment Trusts (“NAREIT”), and adjusted funds from operations (“AFFO”) are important non-GAAP supplemental measures of our operating performance. Because the historical cost accounting convention used for real estate assets requires straight-line depreciation (except on land), such accounting presentation implies that the value of real estate assets diminishes predictably over time. However, since real estate values have historically risen or fallen with market and other conditions, presentations of operating results for a REIT that uses historical cost accounting for depreciation could be less informative. Thus, NAREIT created FFO as a supplemental measure of operating performance for REITs that excludes historical cost depreciation and amortization, among other items, from net income, as defined by GAAP. FFO is defined as net income, computed in accordance with GAAP, excluding gains or losses from real estate dispositions, plus real estate depreciation and amortization. The Company defines AFFO as FFO excluding the impact of straight-line rent, above-/below-market leases, amortization of loan fees, mark-to-market debt adjustments, and certain non-recurring items such as consulting and marketing fees and stock issued as part of our listing efforts. We believe that the use of FFO, combined with the required GAAP presentations, improves the understanding of our operating results among investors and makes comparisons of operating results among REITs more meaningful. We consider FFO and AFFO to be useful measures for reviewing comparative operating and financial performance because, by excluding the applicable items listed above, FFO and AFFO can help investors compare our operating performance between periods or as compared to other companies. While FFO and AFFO are relevant and widely used measures of operating performance of REITs, they do not represent cash flows from operations or net income as defined by GAAP and should not be considered an alternative to those measures in evaluating our liquidity or operating performance. FFO and AFFO also do not consider the costs associated with capital expenditures related to our real estate assets nor do they purport to be indicative of cash available to fund our future cash requirements. Further, our computation of FFO and AFFO may not be comparable to FFO and AFFO reported by other REITs that do not define FFO in accordance with the current NAREIT definition or that interpret the current NAREIT definition or define AFFO differently than we do.
The following table reconciles our calculations of FFO and AFFO for the six and three months ended June 30, 2025 and 2024, to net income the most directly comparable GAAP financial measure, for the same periods:
| Net loss (GAAP Basis) | (23,970,277 | ) | (11,223,832 | ) | ||
|---|---|---|---|---|---|---|
| Adjustment for non-cash transactions: | ||||||
| depreciation and amortization | 11,432,557 | 7,153,411 | ||||
| impairment loss | 9,500,167 | - | ||||
| unrealized loss (gain) | 715,504 | (858,471 | ) | |||
| FFO | $ | (2,322,049 | ) | $ | (4,928,892 | ) |
| Adjustments for: | ||||||
| Straight line rent adjustment | (225,701 | ) | (408,395 | ) | ||
| Amortization of below market lease rent | (544,103 | ) | (339,767 | ) | ||
| Amortization of loan fees and Debt mark-to-market | 1,322,640 | 1,427,349 | ||||
| One time and unusual transactions: | ||||||
| Stock issued to Maxim for advisory services | 465,000 | - | ||||
| Stock issued to Outside The Box for marketing | 162,637 | - | ||||
| Non-recurring consulting fees | 225,000 | - | ||||
| Non-recurring marketing fees | 225,000 | - | ||||
| AFFO | $ | (691,576 | ) | $ | (4,249,705 | ) |