Washington, D.C. 20549
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. ☐
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Item 3.01
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Notice of Delisting or Failure to Satisfy Continued Listing Rule or Standard; Transfer of Listing
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Nasdaq Bid Price Deficiency Notice
On July 7, 2025, MacKenzie Realty Capital, Inc. (the “Company”) received a letter (the “Bid Price Deficiency Notice”) from the
listing qualifications department staff of The Nasdaq Stock Market (“Nasdaq”) indicating that the Company is not in compliance with the $1.00 minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The
Nasdaq Capital Market (the “Bid Price Requirement”).
The Bid Price Deficiency Notice has no immediate effect on the listing of the Company’s common stock, and the Company’s common
stock continues to trade on the Nasdaq Capital Market under the symbol “MKZR.”
In accordance with Nasdaq listing rule 5810(c)(3)(A), the Company has 180 calendar days from the date of the Bid Price
Deficiency Notice, or until January 5, 2026, to regain compliance with respect to the Bid Price Requirement. The Bid Price Deficiency Notice states that to regain compliance with the Bid Price Requirement, the closing bid price of the Company’s
common stock must meet or exceed $1.00 per share for a minimum of ten consecutive business days during the compliance period ending January 5, 2026.
If the Company fails to regain compliance with the Bid Price Requirement by January 5, 2026, the Company may be eligible for an
additional 180-day compliance period to demonstrate compliance with the Bid Price Requirement. To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial
listing standards for The Nasdaq Capital Market, with the exception of the Bid Price Requirement, and will need to provide written notice to Nasdaq of its intention to cure the deficiency during the second compliance period by effecting a
reverse stock split, if necessary. If the Company does not qualify for the second compliance period or fails to regain compliance with the Bid Price Requirement during the second 180-day period, Nasdaq will notify the Company of its
determination to delist the common stock, at which point the Company would have an opportunity to appeal the delisting determination to a Hearings Panel.
The Company intends to actively monitor the closing bid price of the Company’s common stock between now and January 5, 2026,
and the Company intends to pursue measures to rectify the Bid Price Requirement deficiency, and is currently planning to effect a 10 for 1 reverse stock split, as approved by the Company’s Board of Directors on July 3, 2025, in order to rectify
the Bid Price Requirement deficiency and maintain its listing on the Nasdaq Capital Market. However, effecting a reverse stock split has not yet occurred.
While the Company is exercising diligent efforts to maintain the listing of its common stock on Nasdaq, including the potential
effect of a reverse stock split, there can be no assurance that the Company will be able to regain or maintain compliance with Nasdaq listing standards.
Forward-Looking Statements
This Current Report on Form 8-K may contain 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, including, among others, our ability to remain financially healthy, and our expected future growth prospects. All statements other than statements of
historical fact are, or may be deemed to be, forward-looking statements. In some cases, forward-looking statements can be identified by the use of forward-looking terms such as “anticipate,” “estimate,” “believe,” “continue,” “could,” “intend,”
“may,” “plan,” “potential,” “predict,” “should,” “will,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target,” “trajectory,” “focus,” “work to,” “attempt,” “pursue,” or the negative of these terms
or other comparable terms. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements are based on certain assumptions and analyses made by us in light of our experience and
our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in the circumstances. For a further discussion of factors that could cause our future results,
performance, or transactions to differ significantly from those expressed in any forward-looking statement, please see the section titled “Risk Factors” in annual reports on Form 10-K and quarterly reports on Form 10-Q that we file with the
Securities and Exchange Commission from time to time.
We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements
contained herein to reflect any change in our expectations or any changes in events, conditions or circumstances on which any such statement is based, except as may be required by law, and we claim the protection of the safe harbor for
forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
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Item 7.01
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Regulation FD Disclosure
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On July 9, 2025, the Company issued a press release announcing the intention to effect a reverse split as described
above. A copy of that press release is furnished as Exhibit 99.1 hereto.
In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this Current Report on Form
8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.
Furthermore, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be
deemed to be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.
The furnishing of the attached press release is not an admission as to the materiality of any information therein.
The information contained in the press release is summary information that is intended to be considered in the context of more complete information included in our filings with the U.S. Securities and Exchange Commission (the “SEC”) and other
public announcements that we have made and may make from time to time by press release or otherwise. We undertake no duty or obligation to update or revise the information contained in this press release, although we may do so from time to time
as our management believes is appropriate. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosures.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit Number
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Description
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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: July 9, 2025
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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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