What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2024-09-27 compared with 2023-09-28 · 65 added, 40 removed, 41 unchanged (72% of the section changed)

1 unchanged sentence

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.

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.

On April 29, 2024, our common stock became eligible for trading on the OTCQX Best Market under the ticker symbol MKZR.

The OTCQX Best Market is the highest market tier of OTC Markets on which 10,000

and global securities trade.

Trading on OTCQX will enhance the visibility and accessibility of our common stock to U.S.

We have also secured Depository Trust Company (“DTC”) eligibility for our common shares.

Trading through DTC

allows for cost-effective clearing and guaranteed settlement, simplifying and accelerating the settlement process of daily trades.

In addition, on August 26, 2024, we entered into a letter agreement with Maxim to provide general financial

advisory and investment banking services to the Company in connection with, among other things, strategic planning, potential uplisting to a U.S.

exchange (NASDAQ, New York Stock Exchange), and potential rights offering, equity issuance or other

mechanisms to enhance corporate and shareholder value.

The timing of any up-list process will be dependent on a multitude of factors including, but not limited to, overall market conditions.

As of September 27, 2024, we had 13,435,656.80 shares of our common stock, 765,429.60 shares of our Series A preferred stock, 63,909.52 shares of our

Series B preferred stock outstanding, held by a total of 1,857 common stockholders, 403 Series A preferred stockholders and 35 Series B preferred stockholders, respectively.

Distributions to Stockholders

4 unchanged sentences

Any distributions to our stockholders will be declared out of assets legally available for distribution.

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.

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.

1 unchanged sentence

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.

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.

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 have a 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.

On March 4, 2024, the Board of Directors suspended the common

stock share repurchase program and DRIP in connection with trading of its common stock on the OTCQX Best Market.

Since our common stock became eligible for trading on OTC Markets in April 2024, the share repurchase program automatically

terminated, and the Board of Directors will decide whether, and when, to reinstate the DRIP.

The following tables reflect the dividends per share that we have declared during the years ended June 30, 2024 and 2023:

Preferred Stock

Series A Preferred Stock

Series B Preferred Stock

During the Quarter Ended

3 unchanged sentences

June 30, 2024

Preferred stock

* Of the total dividends declared for Series B during the year ended June 30, 2024, $31,497 was an increase in liquidation preference and $10,451 was the cash dividend.

Series A Preferred Stock

During the Quarter Ended

3 unchanged sentences

June 30, 2023

*$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, 2024 and 2023, we issued 185,819.74 and 189,289.44 shares of our common stock, respectively, in connection with the DRIP.

1 unchanged sentence

2023, we issued 7,741.20 and 3,350.16 shares of our Series A preferred stock, respectively, in connection with the DRIP.

During the year ended June 30, 2024, we issued 2.11 shares of our Series B preferred stock, 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

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

During the year ended June 30, 2024, we issued 3,011.35 common shares at $10.25 per share to the Class A unit holders of the Operating Partnership who exercised their option to convert their Class A

units to our common shares.

During the year ended June 30, 2024, we issued 85,688.31 of Series A preferred shares with total gross proceeds of $2,140,949, 49,562.45 of Series B preferred shares with total gross proceeds of

We also issued 7,741.20 Series A preferred shares with total gross proceeds of $174,179 under the DRIP related to the Series A preferred, and 2.11 Series B preferred shares with total gross proceeds of $48 under the DRIP related to

the Series B preferred.

All such issuances were pursuant to our Regulation A Series A and Series B preferred stock offering.

During the year ended June 30, 2023, we issued 549,973.38 Series A preferred shares with total gross proceeds of $13,408,089, as well as 3,350.16 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.

These private placements of our common and preferred shares were exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) pursuant to Section 3(b)(2) and

Regulation A thereunder (in the case of our Regulation A offering of preferred shares) or Section 4(a)(2) and Regulation D thereunder (in the case of Operating Partnership unit conversions).

On August 26, 2024, in connection with our agreement with Maxim, the Company has issued in a private placement an aggregate amount of 133,000 shares of common stock to Maxim’s affiliate,

approximately of 1% of the Company’s outstanding stock.

The private placement is exempt from registration under the Section 4(a)(2) of the Securities Act, and Regulation D thereunder.

The Company is relying, in part, upon representations of the

Maxim that it is an accredited investor as defined in Regulation D under the Securities Act.

The common stock does not have any conversion rights.

Issuer Purchases of Equity Securities

1 unchanged sentence

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

Total Number of Shares

Average Price Paid Per

Total Number of Shares

Purchased as Part of

Publicly Announced

Maximum Dollar

Value of Shares That

May Yet Be Purchased

Under Publicly

Announced Plans

During the year ended June 30, 2024

Common stocks

September 1, 2023 through September 30, 2023

December 1, 2023 through December 31, 2023

June 1, 2024 through June 30, 2024

Series A Preferred stock

December 1, 2023 through December 31, 2023

March 1, 2024 through March 31, 2024

June 1, 2024 through June 30, 2024

Preferred stocks

April 1, 2023 through April 30, 2023

*Cash in-lieu of fractional shares payout.

During the year ended June 30, 2023

September 1, 2022 through September 30, 2022

December 1, 2022 through December 31, 2022

January 1, 2022 through February 28, 2022

March 1, 2023 through March 31, 2023

June 1, 2023 through June 30, 2023

*Purchased through third-party auction as the highest bidder.

Series A Preferred stock

April 1, 2023 through April 30, 2023

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity