MacKenzie Realty Capital Files 8-K/A Amendment

TL;DR

MacKenzie Realty Capital filed an amendment to its 8-K, updating corporate docs and shareholder votes.

AI Summary

MacKenzie Realty Capital, Inc. filed an amendment (8-K/A) on January 10, 2025, to its previous report concerning events on January 6, 2025. The amendment pertains to changes in its Articles of Incorporation or Bylaws, submission of matters to a vote of security holders, and financial statements/exhibits.

Why It Matters

This amendment clarifies or updates previously reported information regarding corporate governance and shareholder matters, which could impact investor understanding of the company's structure and decisions.

Risk Assessment

Risk Level: low — This filing is an amendment to a previous report and does not appear to introduce new material risks or significant financial changes.

Key Players & Entities

• MacKenzie Realty Capital, Inc. (company) — Registrant
• January 6, 2025 (date) — Earliest event date
• January 10, 2025 (date) — Filing date
• 89 Davis Road, Suite 100, Orinda, California 94563 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.0001 — ange on which registered Common Stock, $0.0001 per value MKZR NASDAQ Indicate by

Filing Documents

• mrc8ka011025.htm (8-K/A) — 55KB
• exhibit31.htm (EX-3.1) — 197KB
• exhibit32.htm (EX-3.2(A)) — 149KB
• exhibit32.pdf (EX-3.2(B)) — 18966KB
• 0001550913-25-000008.txt ( ) — 26665KB
• mkzr-20250106.xsd (EX-101.SCH) — 4KB
• mkzr-20250106_lab.xml (EX-101.LAB) — 22KB
• mkzr-20250106_pre.xml (EX-101.PRE) — 16KB
• mrc8ka011025_htm.xml (XML) — 4KB

03

ITEM 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. As described under Item 5.07 below, the stockholders of MacKenzie Realty Capital, Inc., a Maryland corporation (the "Company"), approved, pursuant to the prior approval and recommendation of the Board of Directors, amendments to the Company's Articles of Amendment and Restatement (as amended and restated, the "Second A&R Charter") at the 2024 Special Meeting of Stockholders held on January 6, 2025 (the "Special Meeting"). Following shareholder approval, the second A&R Charter was filed with the State Department of Assessments and Taxation of Maryland and effective as of January 10, 2025. The Second A&R Charter is described in the Company's definitive proxy statement filed with the Securities and Exchange Commission on Schedule 14A in connection with the 2024 Special Meeting. The foregoing description of the Second A&R Charter does not purport to be complete and is subject to and qualified in its entirety by reference to the Second A&R Charter, which is attached to this Current Report on Form 8-K as Exhibit 3.1 and incorporated by reference herein. On January 8, 2025, the Board of Directors of the Company approved, effective January 8, 2025, a Third Amended and Restated Bylaws (the "Third A&R Bylaws"). The following is a summary of changes effected by the adoption of the Third A&R Bylaws , which is qualified in its entirety by reference to the Third A&R Bylaws filed as Exhibit 3.2(a) hereto and incorporated by reference herein. A redlined copy is attached hereto as Exhibit 3.2(b) which highlights all changes made in the Third Amended and Restated Bylaws as compared to the Company's current Second Amended and Restated Bylaws). General In addition to the amendments described below, the Third A&R Bylaws include certain changes to (a) reflect amendments to the Maryland General Corporation Law (the "MGCL"), (b) conform to proposed changes to the Second A&R Charter, including changes

07

ITEM 5.07 Submission of Matters to a Vote of Security Holders. On January 6, 2025, the Company held its Special Meeting. Three proposals were on the agenda for the Special Meeting relating to the approval of the proposal to amend and restate the charter: Proposal 1.A, the removal of certain limitations required by the North American Securities Administrators Association and other conforming and ministerial changes; Proposal 1.B, amendments to bring our charter more in line with those of publicly listed companies, and Proposal 1.C, relating to removal of provisions relating to the Investment Company Act. Proposal 1.A was approved. The voting results were as follows: Votes For Votes Against Abstentions 7,021,768.8 535,973 294,250 A total of 7,851,991.80 shares were present at the meeting, or 58.44% of shares outstanding and eligible to vote, so a quorum was reached. Over 89.2% of all shares present at the meeting voted for proposal 1.A, and 52.26% of all outstanding shares voted in favor. Proposal 1.B was approved. The voting results were as follows: Votes For Votes Against Abstentions 7,185,674.8 432,722 233,595 A total of 7,851,991.80 shares were present at the meeting, or 58.44% of shares outstanding and eligible to vote, so a quorum was reached. Over 91.52% of all shares present at the meeting voted for proposal 1.B, and 53.48% of all outstanding shares voted in favor. Proposal 1.C was approved. The voting results were as follows: Votes For Votes Against Abstentions 7,094,538.8 459,777 297,676 A total of 7,851,991.80 shares were present at the meeting, or 58.44% of shares outstanding and eligible to vote, so a quorum was reached. Over 90.35% of all shares present at the meeting voted for proposal 1.C, and 52.8% of all outstanding shares voted in favor.

01

ITEM 9.01

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits 3.1 Articles of Amendment and Restatement of Mackenzie Realty Capital, Inc., effective as of January 10, 2025 3.2(a) Third Amended and Restated Bylaws of Mackenzie Realty Capital, Inc., effective as of January 8 , 2025 3.2(b) Third Amended and Restated Bylaws of Mackenzie Realty Capital, Inc., effective as of January 8, 2025 (marked to show changes against the prior version)

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: January 10, 2025 By: /s/ Robert Dixon Robert Dixon President