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): January 14, 2026

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
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 1.01 Entry into a Material Definitive Agreement.

On January 7, 2026, in connection with the at the market offering program through which MacKenzie Realty Capital, Inc. (the “Company”) may sell up to $20,000,000 of shares of the Company’s common stock, $0.0001 par value per share (the “Common Shares”), from time to time, the Company entered into an amendment (“Amendment”) to the Equity Distribution Agreement (the “Distribution Agreement”) with Maxim Group LLC (the “Agent”).

In accordance with the terms of the Amendment, the Distribution Agreement will now terminate upon the earlier of (1) the issuance and sale of all of the Common Shares subject to the Distribution Agreement, (2) termination of the Distribution Agreement by the Company or the Agent with 15 days written notice, or (3) July 15, 2027.

The Common Shares sold under the Distribution Agreement will be offered and sold pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333-283478) filed with the Securities and Exchange Commission (the “SEC”) on November 26, 2024, including the amendments to the Company’s shelf registration statement on Form S-3/A filed with the SEC on December 23, 2024 and January 10, 2025, which was declared effective by the SEC on January 15, 2025, a base prospectus dated January 15, 2025 and a prospectus supplement filed with the SEC on January 15, 2025. This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of Common Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. The foregoing description of the material terms of the Amendment to the Distribution Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment a copy of which is filed as Exhibit 1.1 to this report and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.
 
(d) Exhibits
     
1.1
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: January 14, 2026
By:
/s/ Robert Dixon
 
 
 
Robert Dixon
 
 
 
President
 




Amendment to Equity Distribution Agreement
January 7, 2026
RECITALS
WHEREAS, an equity distribution agreement was entered into on January 15, 2025 (the “Distribution Agreement”), by and between Maxim Group LLC (the “Agent”) and MacKenzie Realty Capital, Inc. (the “Company”), a Maryland corporation (collectively, the “Parties”), and
WHEREAS, the Parties have agreed to amend the Distribution Agreement (this “Amendment”).
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the Parties agree that the Distribution Agreement shall be amended as follows:
AMENDMENT
Section 7 of the Distribution Agreement is hereby amended and replaced in its entirety to read:
7. Termination of this Agreement. The term of this Agreement shall begin on the date hereof, and shall continue until the earlier of (i) the sale of Shares having an aggregate offering price of $20,000,000, (ii) July 15, 2027 or (iii) the termination by either the Agent or the Company upon the provision of fifteen (15) days written notice. Any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g), Section 5 and Section 6 shall remain in full force and effect. Notwithstanding the foregoing, the Agent shall have the right, in its sole discretion, to terminate this Agreement if at any time from the date of this Agreement to the effectiveness of the Registration Statement, the Agent is not fully satisfied, in its sole discretion, with the results of its and its representatives’ review of the Company and the Company’s business.
***
Except as specifically amended hereby, the Distribution Agreement shall remain in full force and effect and all other terms of the Distribution Agreement remain unchanged. To the extent any provision of the Distribution Agreement is inconsistent with this Amendment, this Amendment shall control. Capitalized terms used herein and not otherwise defined have the meetings ascribed to them in the Distribution Agreement. This Amendment may be executed in one or more counterparts and, if executed in more than one counterpart, the executed counterparts shall each be deemed to be an original and all such counterparts shall together constitute one and the same instrument.
[Signature page follows]

IN WITNESS WHEREOF, the Parties have executed this Amendment to the Distribution Agreement on the date first set forth above.

Very truly yours,

MACKENZIE REALTY CAPITAL, INC.
 
 
By: 
  
 
 
 
Name: Chip Patterson
 
 
 
Title: General Counsel and Secretary
 
 
 

Accepted and Agreed to as of
the first date written above:

MAXIM GROUP LLC.
 
 
By: 
  
 
 
 
Name: Ritesh M. Veera
 
 
 
Title: Co-Head of Investment Banking