MacKenzie Realty Capital, Inc 8-K, filed Aug 29, 2022
MacKenzie Realty Capital, Inc. (MKZR)
8-K
2022-08-29
For: 2022-07-29
View Original
Added on
April 12, 2026
About this 8-K
MacKenzie Realty Capital, Inc filed this 8-K on August 29, 2022, reporting on events of July 29, 2022.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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): July 29, 2022
(Exact Name of Registrant as Specified in Its Charter)
(Commission File Number)
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(State or Other Jurisdiction of Incorporation)
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(I.R.S. Employer Identification No.)
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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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:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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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 July 15, 2022, 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 July 29, 2022, MacKenzie Realty Capital, Inc., mailed a letter to all 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, 2021, as amended, and its other filings with the
Securities and Exchange Commission.
Item 8.01 Other Events.
Second Calendar Quarter 2022 Distributions
Mackenzie Realty Capital, Inc. is pleased to announce an increase in our regular quarterly dividend, now at the rate of $0.10 per share. The Board
hopes to continue to raise this rate in future quarters. The dividend was payable to shareholders of record June 30, 2022, and it was paid on or about July 29, 2022.
The Board also announced the quarterly dividend of $0.375 per Series A Preferred share, payable at the rate of $0.125 per month. 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 July 31, 2022, August 31, 2022, and September 30, 2022, to be paid in October 2022.
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.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit Number
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Description
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99.1
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Letter to preferred stockholders
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99.2
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Update Letter to stockholders
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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.
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MACKENZIE REALTY CAPITAL,
INC.
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(Registrant)
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Date: August 29, 2022
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By:
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/s/ Robert Dixon
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Robert Dixon
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President
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July 15, 2022
Dear Shareholder:
MacKenzie Realty Capital, Inc. (“MRC”) is pleased to announce its third preferred share dividend. The dividend is payable to shareholders of record as of
June 30, 2022. Shareholders accepted into the Fund as of April 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 May 1 will receive 2/3rd of that amount (or $0.25 per share), and those accepted as of June 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 July 31, August 31, and September
30, 2022. This dividend will be paid during the month of October 2022.
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/1550913/000155091321000062/mrcofferingcircular11.2.21.htm
July 29, 2022
Dear Stockholder:
MacKenzie Realty Capital, Inc. is pleased to announce that after resuming our regular quarterly dividend last year, we are increasing the dividend again,
to a rate of $0.10 per common share, our sixth consecutive quarterly increase in the dividend. We believe the dividend will be supported by gains realized during 2022. The dividend is payable to common shareholders of record as of June 30, 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 First & Main, a Class A office property in Napa, CA from this portfolio, and we are diligently working on our next acquisition.
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:
www.sec.gov/Archives/edgar/data/1550913/000155091321000062/mrcofferingcircular11.2.21.htm.