RELATED PARTY TRANSACTIONS

3 Months Ended

Sep. 30, 2025

RELATED PARTY TRANSACTIONS [Abstract]

RELATED PARTY TRANSACTIONS

NOTE 7 – RELATED PARTY TRANSACTIONS

Advisory Agreements Effective January 1, 2021:

As discussed in Note 1, on January 26, 2021, our Board of Directors approved, effective January 1, 2021, two advisory agreements, an Advisory Management Agreement with the Real Estate Adviser and the Amended and Restated Investment Advisory Agreement with the Investment Adviser.

The terms of the Advisory Management Agreement with the Real Estate Adviser provide that we will continue to pay an Asset Management Fee on essentially the same terms as we were paying the Investment Adviser prior to 2021, namely based upon a percentage of Invested Capital (3% of the first $20 million, 2% of the next $80 million, and 1.50% over $100 million). Invested Capital is equal to the amount calculated by multiplying the total number of outstanding shares of common stock, shares of preferred stock, and the partnership units (units in our operating partnership issued by us and held by persons other than us) issued by us by the price paid for each or the value ascribed to each in connection with their issuance. The Advisory Management Agreement also provides for a 2.50% Acquisition Fee on new (non-security) purchases, subject to certain limitations designed to eliminate incentives to “churn” our assets. The new Advisory Management Agreement also provides for an incentive management fee that is equal to 15% of all distributions once shareholders have received cumulative distributions equal to 6% from the effective date of the Agreement.

The Investment Adviser will receive an annual fee equal to $100 for providing the investment advice to us as to our securities portfolio under the Amended and Restated Investment Advisory Agreement.

During the three months ended September 30, 2025 and 2024, we incurred asset management fees of $884,766 and $848,458, respectively.

The asset management fees mentioned above were based on the following quarter ended Invested Capital segregated in three columns based on the annual fee rate:

Asset Management Fee Annual %		3.0%		2.0%		1.5%	Total Invested Capital
Quarter ended:
September 30, 2025	$	20,000,000	$	80,000,000	$	90,460,712	$	190,460,712
Quarter ended:
September 30, 2024	$	20,000,000	$	80,000,000	$	81,925,868	$	181,925,868

During the three months ended September 30, 2025 and 2024, we did not incur or accrue any incentive management fee under the new Advisory Management Agreement.

Property Management and Leasing Services:

When we acquired the Wiseman Properties on May 6, 2022, our Real Estate Adviser’s newly formed wholly owned subsidiary − Wiseman Company Management, LLC, which is now known as Wiseman Commercial, Inc. (“Wiseman Commercial”) − purchased the property management and leasing services rights from Wiseman. As a result, effective as of the acquisition date, Wiseman Commercial has been providing property management and leasing services to the Wiseman Partnerships under the pre-existing agreements. Since the acquisition of these service rights, there have been no changes to the terms of the management services agreements with these limited partnerships. In addition, Wiseman Commercial also provides the property management and leasing services to 220 Campus Lane under a similar term as the Wiseman Partnerships.

During the three months ended September 30, 2025, these Wiseman Commercial managed limited partnerships paid total property management fees of $167,196 and total leasing commissions of $333,228 to Wiseman Commercial. In addition, during the three months ended September 30, 2025, eleven of the limited partnerships also paid $213,546 to Wiseman Commercial for direct operating costs and construction of tenant improvements.

During the three months ended September 30, 2024, these Wiseman Commercial managed limited partnerships paid total property management fees of $167,077 and total leasing commissions of $310,573 to Wiseman Commercial. In addition, during the three months ended September 30, 2024, ten of the limited partnerships also paid $497,663 to Wiseman Commercial for direct operating costs and construction of tenant improvements.

Organization and Offering Costs Reimbursement:

As detailed in the Offering Circular, which terminated on November 1, 2024, offering costs incurred and paid by us in excess of $825,000 (excluding legal fees) in connection with the preferred stock offering were reimbursable by the Advisers. If broker fees of 10% were not incurred during the issuance of preferred stock, the resulting savings could be applied to marketing expenses or other non-cash compensation. In such cases, the broker fee savings increased the reimbursement threshold from the Advisers.

Similarly, under our Second Offering Circular, which the SEC qualified on January 29, 2025, offering costs incurred and paid by us in excess of $825,000 (excluding legal fees) in connection with the preferred stock offering are reimbursable by the Advisers. If broker fees of 10% are not incurred during the issuance of the preferred stocks, the resulting savings may be applied to marketing expenses or other non-cash compensation. In such cases, the broker fee savings increase the reimbursement threshold from the Advisers. As of September 30, 2025, we had incurred total offering costs of $109,779 (excluding legal fees), of which $92,779 was paid by MacKenzie on our behalf in connection with the preferred stock offering. As of June 30, 2025, we had incurred total offering costs of $61,023 (excluding legal fees), of which $44,023 was paid by MacKenzie on our behalf in connection with the preferred stock offering. The total offering costs incurred were below the reimbursable threshold as of September 30, 2025 and June 30, 2025.

Administration Agreement:

Under the Administration Agreement, we reimburse MacKenzie for its allocable portion of overhead and other expenses it incurs in performing its obligations under the Administration Agreement, including furnishing us with office facilities, equipment and clerical, bookkeeping and record keeping services at such facilities, as well as providing us with other administrative services, subject to the independent directors’ approval. In addition, we reimburse MacKenzie for the fees and expenses associated with performing compliance functions, and its allocable portion of the compensation of our Chief Financial Officer, Chief Compliance Officer, Director of Accounting and Financial Reporting, and any administrative support staff.

Since November 1, 2018, MacKenzie has provided transfer agent services, with the out-of-pocket costs incurred by MacKenzie being reimbursed by us. No fee (only cost reimbursement) is paid to MacKenzie for this service. Effective March 5, 2024, to comply with Nasdaq listing requirements, we hired Securities Transfer Corporation, a third-party transfer agent, to provide these services for our common and Series B preferred stock. However, effective September 30, 2024, Computershare Inc., another third-party transfer agent, took over as transfer agent for our common stock.

The administrative cost reimbursements for the three months ended September 30, 2025 and 2024 were $220,250 and $167,464, respectively. During the three months ended September 30, 2025, we did not incur any transfer agent services cost reimbursements. During the three months ended September 30, 2024, we incurred transfer agent services cost reimbursements amounting to $1,536.

The table below outlines the related party expenses incurred for the three months ended September 30, 2025 and 2024, and unpaid as of September 30, 2025, and June 30, 2025.

	Three Months Ended September 30,				Unpaid as of
Types and Recipient	2025		2024		September 30, 2025		June 30, 2025
Asset management fees - the Real Estate Adviser	$	884,766	$	848,458	$	-	$	-
Administrative cost reimbursements - MacKenzie		220,250		167,464		-		-
Asset acquisition fees - the Real Estate Adviser (1)		-		292,000		-		-
Transfer agent cost reimbursements - MacKenzie		-		1,536		-		-
Organization & Offering Cost (2) - MacKenzie		48,757		5,360		98,437		49,680
Other expenses (3) - MacKenzie and Subsidiary’s GPs		-		-		107,881		118,084
Due to related entities					$	206,318	$	167,764

⁽¹⁾Asset acquisition fees paid to the Real Estate Adviser were capitalized as a part of the real estate basis in accordance with our policy. The acquisition fee paid during the three months ended September 30, 2024 was for the acquisition of Green Valley Medical Center in August 2024.

⁽²⁾Offering costs paid by MacKenzie - discussed in this Note under organization and offering costs reimbursements.

⁽³⁾Expenses paid by MacKenzie and General Partner of a subsidiary on behalf of us and subsidiary.