Item 5. Market for Registrant’s Common Equity
Item 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
On April 29, 2024, our common stock became eligible for trading on the OTCQX Best Market under the ticker symbol MKZR. 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. investors.
Holders
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; 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 distributions 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 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 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.
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The following tables reflect the dividends per share that we have declared during the years ended June 30, 2025 and 2024:
Dividends
Common Stock
Series A Preferred Stock
Series B Preferred Stock
During the Quarter Ended
Per Share
Amount
Per Share
Amount
Per Share
Amount
September 30, 2024
$
1.250
$
1,679,460
$
0.375
$
287,036
$
0.750
$
45,378
December 31, 2024
0.500
673,655
0.375
286,686
0.750
63,593
March 31, 2025
0.500
786,925
0.375
286,981
0.750
79,152
June 30, 2025
-
-
0.375
287,316
0.750
85,058
$
2.250
$
3,140,040
$
1.500
$
1,148,019
$
3.000
$
273,181
*
Dividends
Common Stock
Series A Preferred Stock
Series B Preferred Stock
During the Quarter Ended
Per Share
Amount
Per Share
Amount
Per Share
Amount
September 30, 2023
$
1.250
$
1,652,688
$
0.375
$
268,383
$
-
$
-
December 31, 2023
1.250
1,652,367
0.375
276,600
0.750
2,222
March 31, 2024
1.250
1,660,225
0.375
281,770
0.750
8,078
June 30, 2024
1.250
1,662,826
0.375
284,737
0.750
31,696
$
5.000
$
6,628,106
$
1.500
$
1,111,490
$
2.250
$
41,996
*
*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
notice.
Recent Sale of Unregistered Securities
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.
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).
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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. 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
stock.
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
There were no purchases of our common stock and preferred stock during the year ended June 30, 2025.
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Item 6.
[RESERVED]