MKZR 8-K
MacKenzie Realty Capital, Inc. (MKZR)
8-K
2025-06-11
For: 2025-06-06
View Original
Added on
April 12, 2026
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): June 6, 2025
(Exact Name of Registrant as Specified in Its Charter)
(Commission File Number)
|
|
|
|
(State or Other Jurisdiction of Incorporation)
|
(I.R.S. Employer Identification No.)
|
(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 1.01 Entry into a Material Definitive Agreement.
Main Street West Refinancing
Effective June 6, 2025, MacKenzie Realty Capital, Inc. (Nasdaq: MKZR; the “Company”) refinanced the loan it had with First Northern Bank of Dixon (the “Prior Lender”) for the indebtedness
secured by the Company’s Main Street West office building property (the “Property”) that was in maturity default and subject to a Forbearance Agreement
as previously disclosed. The loan from the Prior Lender was paid off on June 6, 2025, with a new loan from Evertrust Bank (“New Loan”).
The material terms of New Loan are as follows:
|
•
|
The principal amount of the loan is $9.5 million.
|
|
•
|
The interest rate is equal to The Wall Street Journal Prime Rate, currently 7.5% annually, with a 6.5% floor.
|
|
•
|
The loan matures on May 30, 2028, with amortization based upon a 30-year repayment schedule.
|
|
•
|
The loan is guaranteed by the Company.
|
|
•
|
The Company set up a subsidiary called Innovate Napa, LLC to master lease 36.2% of the Property’s rentable square feet, capitalized with
$500,000.
|
The foregoing description of the New Loan and the related agreements is only a summary and does not purport to be complete and is
qualified in its entirety by reference to the New Loan, a copy of which will be filed as an exhibit no later than the filing of the Form 10-K for the year ending June 30, 2025.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information required by Item 2.03 is included in Item 1.01 above and is incorporated by reference herein.
Item 7.01 Regulation FD Disclosure.
On June 11, 2025, the Company issued a press release announcing the refinancing described above. A copy of that
press release is furnished as Exhibit 99.1 hereto.
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 press 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit Number
|
Description
|
|
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,
INC.
|
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
|
Date: June 11, 2025
|
By:
|
/s/ Robert Dixon
|
|
|
|
|
Robert Dixon
|
|
|
|
|
President
|
|
NEWS RELEASE
FOR IMMEDIATE RELEASE
IR CONTACT
Andrew Barwicki
516-662-9461
MacKenzie Realty Capital Completes The Refinancing of Loan for the Main Street West Property
Orinda, Calif., (June 11, 2025) – MacKenzie Realty Capital, Inc. (Nasdaq: MKZR) (“MacKenzie” or the “Company”) is pleased to announce the successful refinancing of the Main Street West property in Napa,
CA. The refinancing was completed with EverTrust Bank for approximately $9.5 million, a term for 3 years with a current interest rate of 7.5% (Prime). The Main Street West property is 40,000 square feet with retail and professional suites located
at 1250 Main Street in downtown Napa.
Robert Dixon, CEO and President of MacKenzie Realty Capital, said, "Despite many challenges in the current commercial real estate financing market, we
continue to see lender appetite for well-located properties in solid markets. These complex transactions highlight the importance of long-term trusted lending relationships. EverTrust’s deep in-house knowledge in structuring commercial real estate
financing facilities has enabled us to close on a term sheet and underscores our proactive approach to managing our balance sheet and our dedication to driving long-term growth.”
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