Washington, D.C. 20549
(Amendment No. 1)
Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter):
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory Note
This Amendment No 1 to the Current Report on Form 8-K (the “Original Filing”) that was originally filed with the Securities and Exchange Commission
on August 27, 2024 is being filed in order to correct an error in the Item number used in the Original Filing (the information under Item 1.01 should have been reported under Item 8.01), and to make certain non-substantive conforming changes to
the presentation of Item 3.02. All other information in the Original Filing remains the same and has not been changed.
Item 3.02 Unregistered Sales of Equity Securities.
In connection with the Agreement (as defined in Item 8.01 below), 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.
Item 8.01 Other Events.
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 Non-Objecting Beneficial Owners;
(j) make certain, key introductions to institutional investors that fit within the capital markets strategic framework;
(k) assist the Company with efforts to position itself for a potential uplisting to a U.S. exchange (Nasdaq, New York Stock Exchange) including the
appropriate structure and exchange;
(l) assist in determining necessity and potential ratio of a reverse split;
(m) assist in optimizing the financing structure for an uplist including a potential rights offering, equity issuance or other mechanism; and
(n) provide such other financial advisory and investment banking services upon which the parties may mutually agree.
Compensation
The Company has agreed to compensate Maxim according to the terms of the Agreement, including the issuance of 1% of the Company’s
common stock, subject to the lockup and divestiture terms in the Agreement.
The foregoing description of the Agreement is only a summary, does not purport to be complete.
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 meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are based on
current expectations and assumptions with respect to, among other things, future economic, competitive and market conditions and future business decisions that may prove incorrect or inaccurate. Important factors that could cause actual results
to differ materially from those in the forward-looking statements include the risks described in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended June 30, 2023, as amended, and its other filings with the
Securities and Exchange Commission. This release does not constitute an offer to purchase or sell Mackenzie securities; only the Offering Circular should be relied upon for any investment decision. No money or consideration is being solicited
by the information in this letter or any other communication and, if sent, money will not be accepted and will be promptly returned. A potential investor’s indication of interest does not create a commitment to purchase the securities we are
offering. Any such indication of interest may be withdrawn or revoked, without obligation or commitment of any kind, at any time before notice of its acceptance is given and all other requirements to accept an investment from a potential
investor are met. A copy of the Offering Circular may be obtained on the SEC’s website:
https://www.sec.gov/Archives/edgar/data/1550913/000155091323000037/offeringcircular111423.htm.
`
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit Number
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Description
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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.
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MACKENZIE REALTY CAPITAL,
INC.
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(Registrant)
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Date: December 17, 2024
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By:
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/s/ Robert Dixon
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Robert Dixon
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President
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