MacKenzie Realty Capital, Inc.
For the period ended Mar 31, 2025. Filed May 15, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed May 15, 2025
MKZR$0.96-2.6%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2024-12-31; filed 2025-02-14.
0001140361-25-004609
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresCurrent report: 10-Q
Period ended 2025-03-31; filed 2025-05-15.
0001140361-25-019315
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 18 previous paragraphs and 26 current paragraphs.
15 unchanged; 3 reworded; 7 added; 0 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 4 previous and 4 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (7)
Current report
There are unresolved issues related to rights of the warrant holder.
Current report
In February 2025, we issued pre-funded and unfunded warrants to a single institutional investor pursuant to warrant agreements that grant the investor the right to share in dividends. This dividend right is understandable and undisputed with respect to pre-funded warrants to purchase up to 1,292,265 shares of common stock. Conversely, the Company did not agree to pay dividends on unfunded warrants to purchase 4,239,448 shares of common stock. Nonetheless, the investor has taken the position that dividends are payable on both its pre-funded warrants and unfunded warrants. The Company is attempting to resolve this misunderstanding with the investor, but no resolution has been reached.
Current report
The holder of unfunded warrants could assert claims for dividends on the unfunded warrants.
Current report
The unfunded warrants become exercisable at the end of August, six months after issuance of the warrants. From and after that time, the holder of the unfunded warrants could bring claims for participation rights in any dividends declared by the Company on its common shares. While the Company has suspended the payment of dividends while experiencing negative cash flow, such potential claims by the holder of the unfunded warrants could be material if and when the Company re-starts dividend payments.
Current report
On March 3, 2025, in connection with our agreement with an institutional investor, the Company issued an aggregate amount of 1,534,034 shares of common stock, pre-funded warrants to purchase 1,292,265 shares of common stock, Series A common stock warrants to purchase 1,413,149 shares of common stock, and Series B common stock warrants to purchase 2,826,299 shares of common stock.
Current report
The common stock warrants described above were offered and sold by the Company in a transaction not involving a public offering exclusively to an accredited investor under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder and, along with the shares of common stock underlying such common stock warrants, have not been registered under the Securities Act or applicable state securities law. Accordingly, the unregistered common stock warrants and the underlying shares of common stock may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.
Reworded paragraphs (3)
Previous wording
During the six months ended December 31, 2024, we issued 321.80 shares of common stock, to the Class A unit holders of the Operating Partnership who exercised their option to convert their Class A units to shares of our common stock on a 1:1 conversion ratio.
Current wording
During the nine months ended March 31, 2025, we issued 321.80 shares of common stock, to the Class A unit holders of the Operating Partnership who exercised their option to convert their Class A units to shares of our common stock on a 1:1 conversion ratio.
Previous wording
During the six months ended December 31, 2024, we issued 3,976 of shares of Series A preferred stock with total gross proceeds of $99,403, and 45,298 shares of Series B preferred stock with total gross proceeds of $1,132,449. We also issued 4,181.28 shares of Series A preferred stock with total gross proceeds of $94,081 under the preferred stock DRIP and 225.70 shares of Series B preferred stock with total gross proceeds of $5,078 under the preferred stock DRIP. All such issuances were pursuant to our Regulation A Series A and Series B preferred stock offering.
Current wording
During the nine months ended March 31, 2025, we issued 9,044.00 of shares of Series A preferred stock with total gross proceeds of $226,103, and 58,513.56 shares of Series B preferred stock with total gross proceeds of $1,462,839. We also issued 6,226.14 shares of Series A preferred stock with total gross proceeds of $140,091 under the preferred stock DRIP and 414.81 shares of Series B preferred stock with total gross proceeds of $9,333 under the preferred stock DRIP. All such issuances were pursuant to our Regulation A Series A and Series B preferred stock offering.
Previous wording
Effective December 1, 2024, we issued 37,181 shares of common stock, at a stated value of $3 per share, to Series A unit holders of the Operating Partnership who exercised their option to convert their Series A units to our common stock.
Current wording
Effective December 1, 2024, we issued 37,181 shares of common stock, at a stated value of $3 per share, to Series A unit holders of the Operating Partnership who exercised their option to convert their Series A units to our common stock. Additionally in February 1, 2025, we issued 10,174 shares of common stock, at a stated value of $4 per share, to Series A unit holders of the Operating Partnership who exercised their option to convert their Series A units to our common stock. We also issued, effective March 1, 2025, 65,921 shares of common stock, at a stated value of $2 per share, to Series A unit holders of the Operating Partnership who exercised their option to convert their Series A units to our common stock.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
On January 30, 2025, in connection with our agreement with OTB Capital, the Company issued in a private placement an aggregate amount of 85,837 shares of common stock to OTB Capital, approximately $0.20 million worth of shares. The private placement is exempt from registration under the Section 4(a)(2) of the Securities Act, and Regulation D thereunder. The Company is relying, in part, upon representations of OTB Capital that it is an accredited investor as defined in Regulation D under the Securities Act. The common stock does not have any conversion rights.