MacKenzie Realty Capital, Inc. 10-K

Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our securities are currently not listed on any exchange, and we do not intend to list our securities on any securities exchange until at least 2024. Therefore, we do not expect a public market for them to develop in the foreseeable future. Therefore, a stockholder may not be able to sell our stock at a time or price acceptable to the stockholder, if at all. Our public offering to sell our shares of common stock terminated in October 2020. Holders As of September 28, 2022, we had 13,295,626.16 and 321,624.94 shares of common stock and preferred stock, respectively, outstanding, held by a total of 3,139 common stockholders and 163 preferred stockholders, respectively. Distributions and Taxable Income We typically pay quarterly distributions to stockholders to the extent that we have income from operations available. Our quarterly distributions, if any, will be determined by our Board of Directors after a review and distributed pro-rata to holders of our shares; we declare distributions on a monthly basis, but pay each quarter. Any distributions to our stockholders will be declared out of assets legally available for distribution. In no event are we permitted to borrow money to make distributions if the amount of such distribution would exceed our annual accrued and received revenues, less operating costs. Distributions in kind are not permitted, except as provided in our Charter. We have elected to be treated as a REIT under the Code. As a REIT, we are not subject to federal income taxes on amounts that we distribute to the stockholders, provided that, on an annual basis, we distribute at least 90% of our REIT taxable income to the stockholders and meet certain other conditions. To the extent that we satisfy the annual distribution requirement but distribute less than 100% of the taxable income, we will either be subject to U.S. federal corporate income tax on our undistributed taxable income or 4% excise tax on catch-up distributions paid in the subsequent year. We are also subject to tax on built-in gains we realize during the first five years following REIT election. We have a dividend reinvestment plan (“DRIP”) that provides for reinvestment of our dividends and other distributions on behalf of stockholders for any individual stockholder who elects to participate in the DRIP, provided that the DRIP is permitted by the state in which the stockholders resides. We can offer no assurance that we will achieve results that will permit the payment of any cash distributions. On March 31, 2020, after assessing the impacts of the COVID-19 pandemic, our Board of Directors unanimously approved the suspension of regular quarterly distributions to our stockholders. On May 10, 2021, the Board of Directors reinstated the quarterly distributions after reassessing our cash flow and intends to continue such distribution so long as it is supported by the previous quarter’s income, but may increase or decrease the distribution accordingly. During the years ended June 30, 2022 and 2021, we issued 128,740.66 and 22,143.48 shares of our common stock, respectively, in connection with the DRIP. During the year ended June 30, 2022, we issued 36.70 shares of our preferred stock, in connection with the DRIP. 20 Table of Contents The following tables reflect the dividends per share that we have declared during the years ended June 30, 2022 and 2021: Dividends Common stock Preferred stock During the Quarter Ended Per Share Amount Per Share Amount September 30, 2021 $ 0.130 * $ 1,731,482 $ - $ - December 31, 2021 0.080 1,068,612 0.125 440 March 31, 2022 0.090 1,193,841 0.375 18,507 June 30, 2022 0.100 1,323,888 0.375 37,982 $ 0.400 $ 5,317,823 $ 0.875 $ 56,929 Dividends During the Quarter Ended Common stock June 30, 2021 Per Share Amount $ 0.050 $ 664,714 *$0.06 per share dividend was declared for the quarter ended June 30, 2021. Recent Sale of Unregistered Securities As part of the merger agreement between our wholly owned subsidiary, Merger Sub, and FSP Satellite, the former shareholders of FSP Satellite received cash or shares of the Company, based upon their election. Upon closing of the merger on June 1, 2022, 3,172 units of common shares and 550 units of preferred shares of the Company were issued at a stated value of $10.25 and $25 per unit, respectively. The private placement of our common shares was exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation D thereunder. Issuer Purchases of Equity Securities The following table presents information with respect to our purchases of our common stock during the years ended June 30, 2022 and 2021: Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans Maximum Dollar Value of Shares That May Yet Be Purchased Under Publicly Announced Plans During the year ended June 30, 2022: December 1, 2021 through December 31, 2021 5,607.89 $ 9.84 5,608 - January 1, 2022 through February 28, 2022 14,951.24 * $ 7.20 - - March 1, 2022 through March 31, 2022 110,725.92 $ 9.41 110,726 - June 1, 2022 through June 30, 2022 63,695.00 * $ 8.96 - - 194,980.05 116,334 - During the year ended June 30, 2021: April 22, 2021 through May 12, 2021 68,135.92 $ 6.00 408,818 - 68,135.92 408,818 - *Purchased through third-party auction as the highest bidder. 21 Table of Contents Item 6. [RESERVED]