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, 2023, we had 13,305,608.63 shares of our common stock and 727,506.11 shares of our Series A preferred stock outstanding, held by a total of 3,137 common stockholders and 373 Series A preferred stockholders, respectively. Distributions to Stockholders We 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 generally distribute at least 90% of our REIT taxable income (determined without regard to the dividends paid deduction and excluding any net capital gain) to the stockholders and meet certain other conditions. To the extent that we satisfy the annual distribution requirement but distribute less than 100% of our REIT taxable income, we will be subject to U.S. federal corporate income tax on our undistributed REIT taxable income. In addition, we will be subject to a 4% nondeductible excise tax if the actual amount that we pay to our stockholders in a calendar year is less than a minimum amount specified under U.S. federal tax laws. 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 reside. We can offer no assurance that we will achieve results that will permit the payment of any cash distributions. 27 Table of Contents The following tables reflect the dividends per share that we have declared during the years ended June 30, 2023 and 2022: Dividends Common Stock Preferred Stock During the Quarter Ended Per Share Amount Per Share Amount September 30, 2022 $ 0.105 $ 1,390,290 $ 0.375 $ 87,884 December 31, 2022 0.110 1,456,391 0.375 155,909 March 31, 2023 0.115 1,520,985 0.375 209,620 June 30, 2023 0.120 1,586,864 0.375 242,188 $ 0.450 $ 5,954,530 $ 1.500 $ 695,601 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 *$0.06 per share of dividend for the quarter ended June 30, 2021 was declared subsequently in July 2021; therefore, it is included in the dividend declared during the quarter ended September 30, 2021. During the years ended June 30, 2023 and 2022, we issued 189,289.44 and 128,740.66 shares of our common stock, respectively, in connection with the DRIP. During the years ended June 30, 2023 and 2022, we issued 735.66 and 36.70 shares of our Series A preferred stock, respectively, in connection with the DRIP. Recent Sale of Unregistered Securities During the year ended June 30, 2023, we issued 552,587.88 Series A preferred shares with total gross proceeds of $13,408,089, as well as 735.56 Series A preferred shares with total gross proceeds of $75,379 under the DRIP related to the Series A preferred, pursuant to the Company’s Regulation A Series A preferred stock offering. During the year ended June 30, 2022, we issued 119,380 Series A preferred shares with gross proceeds of $2,957,530, as well as 36.70 Series A preferred shares with total gross proceeds of $826 under the DRIP related to the Series A preferred, pursuant to the Company’s Regulation A Series A preferred stock offering. 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 shares of common stock and 550 shares of Series A preferred stock of the Company were issued at a stated value of $10.25 and $25 per share, respectively. Effective April 1, 2023 and July 1, 2022, we issued 4,309.17 and 169.67 shares of common stock, respectively, at a stated value of $10.25 per share to Class A unit holders of the Operating Partnership who exercised their option to convert their Class A units to our common stock. Effective March 1, 2022, we issued 212 shares of common stock at a stated value of $10.25 per share to Class A unit holders of the Operating Partnership who exercised their option to convert their Class A units to our common stock. These private placements of our common and preferred shares were exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation D thereunder. 28 Table of Contents Issuer Purchases of Equity Securities The following table presents information with respect to our purchases of our common stock and preferred stock during the years ended June 30, 2023 and 2022: Execution Date 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, 2023 Common stocks September 1, 2022 through September 30, 2022 40,817.06 $ 9.47 40,817.06 - December 1, 2022 through December 31, 2022 44,048.79 $ 9.44 44,048.79 - March 1, 2023 through March 31, 2023 58,896.00 $ 7.38 58,896.00 - June 1, 2023 through June 30, 2023 60,298.00 $ 7.38 60,298.00 - 204,059.85 204,059.85 - Preferred stocks April 1, 2023 through April 30, 2023 1,400.00 $ 22.75 1,400.00 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 - *Purchased through third-party auction as the highest bidder. 29 Table of Contents Item 6. 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