On January 15, 2025, in connection with the commencement of an 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 Equity Distribution Agreement (the “Distribution Agreement”) with
Maxim Group LLC (the “Agent”).
In accordance with the terms of the Distribution Agreement, the Company may offer to sell Common Shares having a maximum aggregate offering price of
up to $20,000,000 from time to time through the Agent, acting as the Company’s sales agent. Sales of Common Shares, if any, will be made in negotiated transactions (including block transactions) or transactions that are deemed to be an “at the
market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on the Nasdaq Capital Market or sales made to or through a market maker other than on an exchange.
The Agent is entitled to compensation of 3.0% of the gross proceeds of the sales price of Common Shares sold by them. Subject to the terms and conditions of the Distribution Agreement, the Agent will use commercially reasonable efforts
consistent with normal trading and sales practices to execute the order on mutually agreed terms. The Company may instruct the Agent not to sell the Common Shares if the sales cannot be effected at or above the price designated by the Company
from time to time. The offering of Common Shares pursuant to the Distribution Agreement will 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) 12 months from the date of the Distribution Agreement.
The Company made certain customary representations, warranties and covenants concerning the Company and the Common Shares in the Distribution
Agreement and also agreed to indemnify the Agent against certain liabilities, including liabilities under the Securities Act.
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 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
Distribution Agreement by and between the Company and the Agent, a copy of which is filed as Exhibit 1.1 to this report and incorporated herein by reference.
An opinion of Venable LLP with respect to the validity of Common Shares that may be offered and sold pursuant to the prospectus supplement and the
accompanying prospectus is filed herewith as Exhibit 5.1. An opinion of Husch Blackwell LLP with respect to material federal tax matters is filed herewith as Exhibit 8.1.
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.