0001550913-20-000026.txt : 20200901 0001550913-20-000026.hdr.sgml : 20200901 20200831191943 ACCESSION NUMBER: 0001550913-20-000026 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200831 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20200901 DATE AS OF CHANGE: 20200831 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MacKenzie Realty Capital, Inc. CENTRAL INDEX KEY: 0001550913 IRS NUMBER: 454355424 STATE OF INCORPORATION: MD FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 814-00961 FILM NUMBER: 201153016 BUSINESS ADDRESS: STREET 1: 89 DAVIS ROAD, STE. 100 CITY: ORINDA STATE: CA ZIP: 94563 BUSINESS PHONE: 925-631-9100 MAIL ADDRESS: STREET 1: 89 DAVIS ROAD, STE. 100 CITY: ORINDA STATE: CA ZIP: 94563 8-K 1 mrc8k09012020.htm FORM 8K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report

(Date of earliest event reported)

 

September 1, 2020 

 

 

MACKENZIE REALTY CAPITAL INC.

 

 (Exact name of registrant as specified in its charter)

 

 

 

Maryland

 

000-55006

 

45-4355424

(State of incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

 

 

 

89 Davis Road, Suite 100

Orinda, California  

 

94563

(Address of principal executive offices)

 

(Zip Code)

 

(925) 631-9100

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)


Securities registered under Section 12(b) of the Act:  None

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 (see General Instruction A.2. below):

 

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

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).

Emerging growth company ☐    

 

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. ☐

Item 7.01 Regulation FD Disclosure.

On September 1, 2020, the Company announced its intention to deregister as a business development company and shift to investing in direct real estate assets. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K.

 

The information in this Item 7.01 to this Current Report on Form 8-K, shall not be deemed “filed” for the purposes of or otherwise subject to the liabilities under Section 18 of the Exchange Act, nor shall it be deemed incorporated by reference in any filing of the Company under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing

Item 9.01 Financial Statements and Exhibits


(d)  Exhibits

Exhibit Number

 

Description

 

99.1

 

Press Release dated September 1, 2020

 

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: September 1, 2020

By:

/s/ Robert Dixon

 

 

 

Robert Dixon

 

 

 

President

 

 

 EX-99.1 2 mrcpressrelease.htm PRESS RELEASE

MacKenzie Realty Capital, Inc. Announces Intention to Deregister as a Business Development Corporation and Shift to Investing in Direct Real Estate Assets

ORINDA, CA. – September 1, 2020 – MacKenzie Realty Capital, Inc. today announced the filing of a preliminary proxy statement with the Securities and Exchange Commission (SEC) with respect to its annual meeting. Included within the proxy is a proposal unanimously approved by the Company's Board of Directors to withdraw the Company's election to be treated as a business development company (BDC) as defined in the Investment Company Act of 1940.

The Board of Directors believes this proposal is in the best interests of the Company and its stockholders for two primary reasons:

·There are significant opportunities for investment in real estate assets, but the 70 Percent Test limits these types of direct investments; and

·The Company anticipates greater access to capital and flexibility in raising capital for an investment strategy geared toward direct investment in real estate.

The Company's investment strategy will be very similar to the one it has historically followed, targeting investments in the real estate sector. However, the withdrawal will allow the Company to expand its investment pool to include real, physical assets, as opposed to only investment securities.

If the proposal is approved by stockholders, after filing a notice with the SEC, the Company would no longer be required to meet the requirement that 70 percent of its portfolio be comprised of "qualifying assets" (the "70 Percent Test"). The Company currently satisfies the 70 Percent Test principally by owning securities of eligible private companies. The Company expects to continue operating as a BDC until it no longer meets the 70 Percent Test. The proposal to withdraw from BDC status is not expected to affect the Company's operations.

A copy of the Company's preliminary proxy statement is on the SEC's website at www.sec.gov. The preliminary proxy statement is subject to review by the SEC staff and other changes by the Company. The Company expects to file a definitive proxy statement on or around September 21, 2020, which will then be available at www.mackenzierealty.com. Stockholders should review that document carefully. Stockholders should make no decision about the proposal until reviewing the definitive proxy statement sent to them. The date for the Company's Annual Meeting of Stockholders will be October 23, 2020, and will be held in the Company's offices in Orinda, CA.

 

 

The statements and certain other information contained in this letter, which can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “continue,” “remains,” “intend,” “aim,” “towards,” “should,” “prospects,” “could,” “future,” “potential,” “believe,” “plans,” “likely,” “anticipate,” “position,” “probable,” “committed,” “achieve,” “rewarded,” and “focused,” or the negative thereof or other variations thereon or comparable terminology, constitute “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, and are subject to the safe harbors created thereby. These statements should be considered as subject to the many risks and uncertainties that exist in the Company’s operations and business environment. Such risks and uncertainties could cause actual results to differ materially from those projected. These uncertainties include, but are not limited to, economic conditions, market demand and pricing, competitive and cost factors, and other risk factors.