MKZR 8-K
MacKenzie Realty Capital, Inc. (MKZR)
8-K
2025-03-20
For: 2025-03-20
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): March 20, 2025
(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 April 12, 2025, MacKenzie Realty Capital, Inc., will mail a letter to its Series A and B preferred stockholders.
On or about April 25, 2025, MacKenzie Realty Capital, Inc., will mail a letter to its common stockholders.
The full text of the letters are attached as Exhibit 99.1, 99.2 and 99.3, respectively, to this Current Report on Form 8-K and are 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, 2024, as amended, and its other filings with the Securities and Exchange
Commission.
Item 8.01 Other Events.
MacKenzie Realty Capital, Inc. (“MacKenzie”) announced that its Board of Directors declared today that it is paying its regular quarterly
common dividend for the period ended March 31, 2025 in the amount of $0.05 on or about April 25, 2025.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit Number
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Description
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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: March 20, 2025
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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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April 12, 2025
Dear Investor:
MacKenzie Realty Capital, Inc. (“MRC”) is again issuing its quarterly Series A preferred share dividend and equivalent Series A preferred OP unit
distribution. The dividend is payable to investors of record as of March 30, 2025. Shareholders accepted into the Fund as of January 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 February 1 will receive 2/3rd of that amount (or $0.25 per share), and those accepted as of March 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.
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/1550913/000155091325000034/offeringcircular.htm
April 12, 2025
Dear Shareholder:
MacKenzie Realty Capital, Inc. (“MRC”) is issuing its quarterly Series B preferred share dividend. The dividend is payable to shareholders of record as of
March 31, 2025.
As you know, the Series B Preferred shares have a preferred return of 12% on the $25 purchase price, which consists of a 3% current cash dividend of $0.75
per share per year and a 9% accrued return of $2.25 per share per year. This amounts to cash dividends of $0.0625 per share per month, and an accrued return of $0.1875 per share per month. The following table sets forth the dividends paid and
accrued by month of acceptance:
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Acceptance
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Cash
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Accrued
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Total
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Date
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Dividends
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Dividends
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Dividend
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1/1/2025
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$
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0.1875
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$
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0.5625
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$
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0.75
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2/1/2025
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$
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0.1250
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$
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0.3750
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$
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0.50
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3/1/2025
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$
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0.0625
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$
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0.1875
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$
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0.25
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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/1550913/000155091325000034/offeringcircular.htm
April 25, 2025
Dear Investor:
MacKenzie Realty Capital, Inc. is pleased to announce that the Board of Directors has declared another dividend at the rate of $0.05 per common share. The dividend is payable to common shareholders of record as of March 31, 2025.
Further, as you probably know, we are now listed on Nasdaq under the ticker MKZR. Our investment banker, Maxim Group LLC, was successful in raising over $5
million for us in the past few months, including from an institutional investor which purchased approximately $4.8 million! We believe this bodes well for our ability to continue to grow and enhance stockholder value. By the time you receive this,
we should have closed on the refinance of our Hillview Hollywood property, about which we are very excited.
We have broken ground and are making great progress on our newest development called “Aurora at Green Valley”! We are still raising funds through a private
placement with a 14% preferred return for the development and encourage you to ask your financial advisor about it.
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 at:
https://www.sec.gov/Archives/edgar/data/1550913/000155091325000034/offeringcircular.htm.