MacKenzie Realty (NASDAQ: MKZR) amends $20M ATM stock plan agreement

Rhea-AI Filing Summary

MacKenzie Realty Capital, Inc. entered into an amendment to its Equity Distribution Agreement with Maxim Group LLC for its at-the-market offering program. Under this program, the company may sell up to $20,000,000 of common stock from time to time under its effective shelf registration statement on Form S-3. The amendment updates the termination provisions so the agreement now ends upon the earlier of completion of all covered share sales, termination by either party on 15 days’ written notice, or July 15, 2027. The report also clarifies that it does not itself constitute an offer to sell or a solicitation to buy the common shares.

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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): January 14, 2026

MacKenzie Realty Capital, Inc.

(Exact Name of Registrant as Specified in Its Charter)

000-55006

(Commission File Number)

Maryland	45-4355424
(State or Other Jurisdiction of Incorporation)	(I.R.S. Employer Identification No.)

89 Davis Road, Suite 100

Orinda, California 94563

(Address of principal executive offices, including zip code)

(925) 631-9100

(Registrant’s telephone number, including area code)

NOT APPLICABLE

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

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:

☐
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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 per value		MKZR		NASDAQ

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):

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 1.01 Entry into a Material Definitive Agreement.

On January 7, 2026, in connection with the at the market offering program through which MacKenzie Realty Capital, Inc. (the “Company”) may sell up to $20,000,000 of shares of the Company’s common stock, $0.0001 par value per share (the “Common Shares”), from time to time, the Company entered into an amendment (“Amendment”) to the Equity Distribution Agreement (the “Distribution Agreement”) with Maxim Group LLC (the “Agent”).

In accordance with the terms of the Amendment, the Distribution Agreement will now terminate upon the earlier of (1) the issuance and sale of all of the Common Shares subject to the Distribution Agreement, (2) termination of the Distribution Agreement by the Company or the Agent with 15 days written notice, or (3) July 15, 2027.

The Common Shares sold under the Distribution Agreement will be offered and sold pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333-283478) filed with the Securities and Exchange Commission (the “SEC”) on November 26, 2024, including the amendments to the Company’s shelf registration statement on Form S-3/A filed with the SEC on December 23, 2024 and January 10, 2025, which was declared effective by the SEC on January 15, 2025, a base prospectus dated January 15, 2025 and a prospectus supplement filed with the SEC on January 15, 2025. This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of Common Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. The foregoing description of the material terms of the Amendment to the Distribution Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment a copy of which is filed as Exhibit 1.1 to this report and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

1.1 Amendment to the Equity Distribution Agreement, dated January 7, 2026, by and between MacKenzie Realty Capital, Inc. and Maxim Group LLC.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 14, 2026	By:	/s/ Robert Dixon
		Robert Dixon
		President

FAQ

What agreement did MacKenzie Realty Capital (MKZR) amend in this 8-K?

MacKenzie Realty Capital amended its Equity Distribution Agreement with Maxim Group LLC, which governs its at-the-market offering program for common stock.

How much common stock can MacKenzie Realty Capital sell under its ATM program?

The company may sell up to $20,000,000 of its common stock, $0.0001 par value per share, from time to time under the at-the-market offering program.

When does the amended Equity Distribution Agreement for MKZR terminate?

The agreement will terminate upon the earlier of: (1) the issuance and sale of all common shares subject to the agreement, (2) termination by the company or Maxim Group LLC on 15 days’ written notice, or (3) July 15, 2027.

Under what registration statement will MacKenzie Realty’s ATM shares be sold?

The common shares will be offered and sold under MacKenzie Realty’s shelf registration statement on Form S-3 (No. 333-283478), including related amendments, a base prospectus dated January 15, 2025, and a prospectus supplement filed the same day.

Does this MacKenzie Realty Capital 8-K itself constitute an offer to sell shares?

No. The report states it does not constitute an offer to sell or the solicitation of an offer to buy, and no sale may occur in any state before proper registration or qualification under applicable securities laws.

Who acts as sales agent for MacKenzie Realty Capital’s ATM offering?

Maxim Group LLC serves as the agent under the Equity Distribution Agreement for MacKenzie Realty Capital’s at-the-market offering program.