MacKenzie Realty Capital, Inc.
For the period ended Sep 30, 2025. Filed Nov 14, 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.
Sep 30, 2025 · Filed Nov 14, 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 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 DisclosuresCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-14.
0001140361-25-042280
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 26 previous paragraphs and 6 current paragraphs.
4 unchanged; 1 reworded; 1 added; 21 removed; 0 previous and 0 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.
The current filing states there were no material changes to risk factors.
This is the filer’s own statement, not a conclusion from the comparison. Read its qualifications and the report it references.
Current filing’s statement
There have been no material changes to our risk factors discussed in “Risk Factors” in our annual report Form 10-K for the year ended June 30, 2025.
Added paragraphs (1)
Current report
There have been no material changes to our risk factors discussed in “Risk Factors” in our annual report Form 10-K for the year ended June 30, 2025.
Removed paragraphs (21)
Previous report
In addition to the other information set forth in this report, you should carefully consider the risks that could materially affect our business, financial condition or results of operations that are discussed under the caption “Risk Factors” in Part I, Item 1A of our annual report on Form 10-K for the fiscal year ended June 30, 2024. The additional risk factor set forth below updates, and should be read together with, such risk factors.
Previous report
Previous issuances of common shares under our dividend reinvestment program may have violated certain federal and/or state securities laws, and shareholders could file suit to seek rescission of such securities.
Previous report
During the period beginning June 2021 and ending December 2021, in an offering pursuant to our registration statement on Form N-2, we made sales of securities under our dividend reinvestment program pursuant to a deficient registration statement (which registrant statement became deficient by virtue of our inadvertently failing to amend the registration statement to include the then-current audit report of our auditors). Consequently, the offer and sale of securities pursuant to the Form N-2 may have failed to comply fully with Section 5 of the Securities Act which may trigger a right of rescission under the Securities Act for investors that purchased shares of our common stock during this period under our dividend reinvestment program.
Previous report
Accordingly, we may have liability to purchasers of such securities if they were to file suit against us; the remedy could be to repurchase such securities at their purchase price plus statutory interest, less the amount of any income received with respect to such shares.
Previous report
There may be claims relating to our possible non-compliance with federal and/or state securities laws relating to the deficient Form N-2 referenced above, and we may continue to be contingently liable for rescission or damages of an indeterminate amount.
Previous report
It is possible that regulators could pursue enforcement actions or impose penalties and fines against us with respect to any violations of securities laws relating to the issuance of dividend reinvestment program shares under the deficient Form N-2 referenced above.
Previous report
If we have to repurchase shares as discussed above, it may affect our cash balances.
Previous report
If we have to repurchase shares of our common stock issued under the deficient registration statement referenced above, such rescission payments will be funded from our existing cash balances. Any rescission payments would reduce funds available to us for our operations. If all persons issued shares without registration were to successfully file suit and force rescission, we could need to pay a total of approximately $865,000 and our results of operations, cash balances or financial condition will be negatively affected.
Previous report
There are unresolved issues related to rights of the warrant holder.
Previous 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.
Previous report
The holder of unfunded warrants could assert claims for dividends on the unfunded warrants.
Previous 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.
Previous report
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 report
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.
Previous report
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).
Previous report
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.
Previous report
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.
Previous 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.
Previous 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 (1)
Previous 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.
Current wording
During the three months ended September 30, 2025, we issued 1,377.78 shares of Series A preferred stock with total gross proceeds of $31,000, 4,100.45 shares of Series B preferred stock with total gross proceeds of $102,511 and 27,520 shares of Series C preferred stock with total gross proceeds of $688,000. We also issued 2,380.34 shares of Series A preferred stock with total gross proceeds of $53,558 under the preferred stock DRIP and 281.28 shares of Series B preferred stock with total gross proceeds of $6,328 under the preferred stock DRIP. All such issuances were pursuant to our Regulation A Series A, Series B and Series C preferred stock offering.