8-K

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)

May 12, 2021

MACKENZIE REALTY CAPITAL INC.

(Exact name of registrant as specified in its charter)

(925) 631-9100

(Registrant’s telephone number, including area code)

N/A

(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 (see General Instruction A.2. below):

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 May 27, 2021, MacKenzie Realty Capital, Inc., will mail a letter to stockholders accompanying the First Calendar Quarter 2021 dividend.

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.

The information in this Current Report is furnished pursuant to Item 7.01 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.

Item 8.01 Other Events.

First Calendar Quarter 2021 Dividend

Mackenzie Realty Capital, Inc. is pleased to announce that after a one-year suspension of its dividend, we will resume our regular quarterly dividend at the rate of $0.05 per share.  The Board of Directors is particularly pleased to be able to declare this dividend as it was more than supported by cash flow from operations for the quarter ended March 31, 2021.  The dividend will be payable to shareholders of record May 15, 2021, and it will be paid on or about May 27, 2021.

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, 2020, and its other filings with the Securities and Exchange Commission.

This Form 8-K does not constitute an offer to purchase or sell Mackenzie securities, and no securities can be subscribed from the Offering Circular until it is qualified, nor should the Offering Circular be relied upon for any investment decision prior to qualification. 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. No offer by a potential investor to buy our securities can be accepted and, if made, any such offer can be withdrawn before qualification of this offering by the SEC. 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 after the offering qualification date.  A copy of the preliminary Offering Circular that forms a part of the Offering Statement may be obtained on the SEC’s website: https://www.sec.gov/Archives/edgar/data/1550913/000155091321000025/partiiandiii.htm.

Item 9.01 Financial Statements and Exhibits

(d)  Exhibits

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.

May 27, 2021

Dear Stockholder:

Mackenzie Realty Capital, Inc. is pleased to announce that after a one-year suspension of its dividend, we have resumed our regular quarterly dividend at the rate of $0.05 per share.  The Board of Directors is particularly pleased to be able to declare this dividend as it was more than supported by cash flow from operations for the quarter ended March 31, 2021.  The dividend is payable to shareholders of record as of May 15, 2021.

We anticipate continued recovery in the performance of our portfolio and believe that we may be able to increase our dividend rate in the future.  We have also recently filed an Offering Circular for the sale of a newly created class of preferred stock.  We are excited about the opportunities that our next capital raise will provide, including, for example, being able to take control of a portfolio company by replacing certain high interest rate obligations with equity from us, which should support further increases in cash flow available to pay common and preferred stock dividends.

We are also aware that many shareholders are concerned about liquidity options in general, and our redemption plans specifically.  The first step toward re-starting our redemption plan is to re-start the dividend.  Because the Dividend Reinvestment Program funds the Share Redemption Program, we need to have a dividend before we can have redemptions.  As soon as we have sufficient funds in the DRIP to fund redemptions, we intend to relaunch a Share Redemption Program.  We plan to address this issue again later this year with the goal of providing some reasonable level of liquidity as soon as practical.

During the past quarter, we have mainly been focused on consolidating our previously existing investments under our control.  At the same time, we also made two new investments in multi-family properties in Oakland, CA that we are quite optimistic about.  While Oakland has restrictive rent control laws, we were able to purchase the properties with in-place rents well below market, so that we are relatively immune from any recession-related decline in market rents and therefore from excessive vacancy or loss.  As opportunities to recycle our capital arise, we will likely continue to re-invest those capital proceeds into properties located in the Western United States that are more efficient to manage from California.

We have had a tumultuous year, but we are pleased with our progress in transforming the Company into a successful real estate operating venture.  We believe the Company’s future is bright.  We are excited to continue this journey, and we are thankful for our shareholders’ continued support.

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.  The Board of MRC anticipates making future dividends, if any, within 30 days after the close of the previous fiscal quarter

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, and no securities can be subscribed from the Offering Circular until it is qualified, nor should the Offering Circular be relied upon for any investment decision prior to qualification. 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. No offer by a potential investor to buy our securities can be accepted and, if made, any such offer can be withdrawn before qualification of this offering by the SEC. 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 after the offering qualification date.  A copy of the preliminary Offering Circular that forms a part of the Offering Statement may be obtained on the SEC’s website: https://www.sec.gov/Archives/edgar/data/1550913/000155091321000025/partiiandiii.htm.