MacKenzie Realty Capital Files 8-K with Key Agreements & Delisting Notice

TL;DR

MRCK 8-K: Material agreement signed, but also a delisting notice. Big changes ahead.

AI Summary

MacKenzie Realty Capital, Inc. filed an 8-K on August 27, 2024, reporting the entry into a material definitive agreement, a notice of delisting or failure to satisfy a continued listing rule, and other events. The filing also includes financial statements and exhibits. The company's principal executive offices are located at 89 Davis Road, Suite 100, Orinda, CA 94563.

Why It Matters

This filing indicates significant corporate events for MacKenzie Realty Capital, Inc., including potential delisting concerns and material agreements that could impact its operations and investor standing.

Risk Assessment

Risk Level: high — The inclusion of a 'Notice of Delisting or Failure to Satisfy a Continued Listing Rule' suggests significant financial or operational distress, posing a high risk to investors.

Key Players & Entities

• MacKenzie Realty Capital, Inc. (company) — Registrant
• August 27, 2024 (date) — Date of Report
• 89 Davis Road, Suite 100, Orinda, CA 94563 (location) — Principal executive offices address

FAQ

Filing Documents

• mrc8k082724.htm (8-K) — 41KB
• mrcpressrelease082724.htm (EX-99.1) — 6KB
• 0001550913-24-000017.txt ( ) — 171KB
• mrc-20240827.xsd (EX-101.SCH) — 4KB
• mrc-20240827_lab.xml (EX-101.LAB) — 20KB
• mrc-20240827_pre.xml (EX-101.PRE) — 14KB
• mrc8k082724_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On August 26, 2024, MacKenzie Realty Capital, Inc. (OTCQX: MKZR; the "Company") entered into a letter agreement (the "Agreement") with Maxim Group LLC ("Maxim") to provide general financial advisory and investment banking services to the Company. The material features of Agreement are described below. Investment Banking Services The Company has retained Maxim as its financial advisor and investment banker to provide general financial advisory and investment banking services, which may include certain or all of the following services: (a) assist management of the Company and advise the Company with respect to its strategic planning process and business plans including an analysis of markets, positioning, financial models, organizational structure, potential strategic alliances and capital requirements; (b) advise the Company on matters relating to its capitalization; (c) preparation of a valuation analysis involving all appropriate valuation approaches; (d) assist management of the Company with the preparation of the Company's marketing materials and investor presentations; (e) assist the Company in broadening its shareholder base including non-deal road show activity; (f) assist the Company with strategic introductions; (g) work closely with the Company's management team to develop a set of long and short-term goals with special focus on enhancing corporate and shareholder value. This will include assisting the Company in determining key business actions, including assistance with strategic partnership discussions and review of financing requirements, intended to help enhance shareholder value and exposure to the investment community; (h) advise the Company on potential financing alternatives, including facilitation and negotiation of any financial or structural aspects of such alternatives; (i) facilitate the Company's efforts with respect to corporate communications made by the Company to N

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. In connection with the Letter Agreement described above, the Company has issued in a private placement an aggregate amount of 133,000 shares of common stock to Maxim's affiliate, approximately of 1% of the Company's outstanding stock. The private placement is exempt from registration under the Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Regulation D thereunder. The Company is relying, in part, upon representations of the 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.

01 Other Events

Item 8.01 Other Events. MacKenzie Realty Capital, Inc. (OTCQX: MKZR; "MacKenzie") is announcing that it has retained Maxim Group LLC to provide general financial advisory and investment banking services to the Company in connection with, among other things, strategic planning, potential uplisting to a U.S. exchange (Nasdaq, NYSE), and potential rights offering, equity issuance or other mechanisms to enhance corporate and shareholder value. This strategic partnership is a significant step towards MacKenzie's goal of becoming listed on the Nasdaq Stock Market or NYSE, a move to the Company hopes will enhance the company's visibility and accelerate its growth trajectory. The timing of any up-list process will be dependent on a multitude of factors, including but not limited to overall market conditions. Maxim Group is a full-service investment banking, securities and wealth management firm headquartered in New York. The Firm provides a full array of financial services including investment banking; private wealth management; and global institutional equity, fixed-income and derivatives sales & trading, equity research and prime brokerage services to a diverse range of corporate clients, institutional investors and high net worth individuals. Maxim Group is a registered broker-dealer with the U.S. Securities and Exchange Commission (SEC) and the Municipal Securities Rulemaking Board (MSRB), and is a member of the following: Financial Industry Regulatory Authority (FINRA); Securities Insurance Protection Corporation (SIPC); NASDAQ Stock Market and NYSE Arca, Inc. To learn more about Maxim Group, visit www.maximgrp.com. U.S. investors can find current financial disclosures and Real-Time Level 2 quotes for the company on www.otcmarkets.com/stock/MKZR/quote. 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 meanin

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 99.1 Press Release issued August 27, 2024

SIGNATURES

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: August 27, 2024 By: /s/ Robert Dixon Robert Dixon President