MacKenzie Realty Capital, Inc.

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.

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.

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.

These private placements of shares of our common stock and preferred stock were exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) pursuant to Section 3(b)(2) and Regulation A thereunder (in the case of our Regulation A offering of shares of preferred stock) or Section 4(a)(2) and Regulation D thereunder (in the case of Operating Partnership unit conversions).

On August 26, 2024, in connection with our agreement with Maxim, the Company issued in a private placement an aggregate amount of 133,000 shares of common stock to Maxim’s affiliate, approximately 1% of the Company’s outstanding stock. 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 Maxim that it is an accredited investor as defined in Regulation D under the Securities Act. The common stock does not have any conversion rights.

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.

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.

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.

Issuer Purchases of Equity Securities

None.