What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2025-09-29 compared with 2024-09-27 · 78 added, 76 removed, 30 unchanged (84% of the section changed)

2 unchanged sentences

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.

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, and potential rights offering, equity issuance or other mechanisms to enhance corporate

and shareholder value.

On November 11, 2024, our common stock commenced trading on the Nasdaq Capital Market under the ticker symbol MKZR.

Trading on Nasdaq enhances the visibility and accessibility of MacKenzie to U.S.

As of September 29, 2025, we had 1,769,284 shares of our common stock (after giving effect to the Reverse Stock Split), 763,483.15 shares of our Series A preferred stock,

120,494.05 shares of our Series B preferred stock, 27,520 shares of our Series C preferred stock outstanding, held by a total of 1,008 common stockholders, 389 Series A preferred stockholders, 75

Series B preferred stockholders and 7 Series C preferred stockholders, respectively.

The 1,008 common stockholders of record include Cede & Co., which holds shares as nominee for the DTC, which itself holds shares on behalf of the

beneficial owners of our common stock.

Such information was obtained through our registrar and transfer agent.

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;

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.

no event are we permitted to borrow money to make distributions if the amount of such distributions would exceed our annual accrued and received revenues, less operating costs.

Distributions in kind are not permitted, except as provided in

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.

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.

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 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 DRIPs that provide for reinvestment of our dividends and other distributions on behalf of stockholders for any individual stockholder who elects to participate in the

DRIPs, provided that the applicable 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.

On March 4, 2024, the

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

When 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 common stock DRIP.

The following tables reflect the dividends per share that we have declared during the years ended June 30, 2025 and 2024:

6 unchanged sentences

June 30, 2025

* 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

Series B Preferred Stock

During the Quarter Ended

3 unchanged sentences

June 30, 2024

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.

During the years ended June 30, 2024 and

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.

*Of the total dividends declared for Series B during the year ended June 30, 2025 and 2024, $204,889 and $31,497 were increases in liquidation preference and $68,292 and $10,451 were the cash

dividends, respectively.

During the year ended June 30, 2025, we did not issue any shares of common stock in connection with the DRIP.

During the year ended June 30,

2024, we issued 18,581.97 shares of common stock in connection with the DRIP.

During the years ended June 30, 2025 and 2024, we issued 8,567.49 and 7,741.20 shares of our Series A preferred stock, respectively, in connection with the DRIP.

During the year ended June 30, 2025 and 2024, we issued 644.60 and 2.11 shares of our Series B preferred stock, respectively, in connection with the DRIP.

On May 19, 2025, following a review of the Company’s financials, the current economic climate, the potential impact of new tariffs on demand

for office and retail space, and the increased likelihood of a near-term recession, the Board of Directors approved the suspension of the regular quarterly dividend on the Company’s common stock effective immediately.

This decision was made

to preserve liquidity, enable the Company to make further investments in its own properties and developments where prudent, and to provide financial flexibility as to near-term commitments;

the suspension will remain in effect until further

Recent Sale of Unregistered Securities

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.

Below common shares and per share prices are after giving effect to the Reverse Stock Split that was effective on August 4, 2025.

During the year ended June 30, 2025, we issued 32.18 shares of common stock at $102.5 per share to the Class A unit holders of the Operating

Partnership who exercised their option to convert their Class A units to shares of our common stock on a 10:1 conversion ratio.

During the year ended June 30, 2025, we issued 9,044 shares of Series A preferred stock with total gross proceeds of $226,100, and 65,903.16

shares of Series B preferred stock with total gross proceeds of $1,647,579.

We also issued 8,567.49 shares of Series A preferred stock with total gross proceeds of $192,770 under the preferred stock DRIP and 644.60 shares of Series B

preferred stock with total gross proceeds of $14,503 under the preferred stock DRIP.

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.

Effective December 1, 2024, we issued 3,718.10 shares of common stock, at a stated value of $30 per share, to Series A unit holders of the

Operating Partnership who exercised their option to convert their Series A units to shares of our common stock.

Additionally, on February 1, 2025, we issued 1,017.40 shares of common stock, at a stated value of $40 per share, to Series A

unit holders of the Operating Partnership who exercised their option to convert their Series A units to shares of our common stock.

Effective March 1, 2025, we issued 6,592.10 shares of common stock, at a stated value of $20 per share, to

Series A unit holders of the Operating Partnership who exercised their option to convert their Series A units to shares of our common stock.

Effective April 1, 2025, we issued 4,340.50 shares of common stock, at a stated value of $10 per

share, to Series A unit holders of the Operating Partnership who exercised their option to convert their Series A units to shares of our common stock.

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 13,300

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.

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.

On January 30, 2025, in connection with our agreement with OTB Capital, the Company issued in a private placement an aggregate amount of

8,583.70 shares of common stock to OTB Capital, approximately $0.20 million worth of shares.

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

The common stock does not have any conversion rights.

On March 3, 2025, in connection with our agreement with an institutional investor, the Company issued an aggregate amount of 153,403.40 shares

of common stock, pre-funded warrants to purchase 129,226.50 shares of common stock, Series A common stock warrants to purchase 141,314.95 shares of common stock, and Series B common stock warrants to purchase 282,629.90 shares of common

The common stock warrants described above were offered and sold by the Company in a transaction not involving a public offering exclusively to

an accredited investor under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder and, along with the shares of common stock underlying such common stock warrants, have not been registered under the

Securities Act or applicable state securities law.

Accordingly, the unregistered common stock warrants and the underlying shares of common stock may not be reoffered or resold in the United States except pursuant to an effective

registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

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, 2024 and 2023:

Execution Date

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

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

*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

March 1, 2023 through March 31, 2023

June 1, 2023 through June 30, 2023

Series A Preferred stock

April 1, 2023 through April 30, 2023

There were no purchases of our common stock and preferred stock during the year ended June 30, 2025.

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