MacKenzie Realty Capital, Inc. 10-K

Item 9A. CONTROLS AND PROCEDURES Evaluation of disclosure controls and procedures Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) of the Exchange Act) as of the end of the period covered by this report as required by paragraph (b) of Rule 13a-15 or 15d-15 of the Exchange Act. Based upon such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of such date and provided reasonable assurance that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. There have been no changes in our internal control over financial reporting (identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 or 15d-15 of the Exchange Act) during the fiscal year ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Management’s Annual Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Exchange Act Rules 13a-15(f) and 15d-15(f), internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that: 1. Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and the dispositions of our assets; 2. Provide reasonable assurance that transactions are recorded as necessary to permit preparation of the consolidated financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and Board of Directors; and 3. Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements. Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation and presentation and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Our management’s assessment of the effectiveness of our internal control system as of June 30, 2025, was based on the framework for effective internal control over financial reporting described in Internal Control- Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on management’s assessment, as of June 30, 2025, our system of internal control over financial reporting was effective at the reasonable assurance level. This annual report does not include an attestation report of our independent registered public accounting firm regarding control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to Section 989G of the Dodd-Frank Wall Street and Consumer Protection Act, which exempts non-accelerated filers from the auditor attestation requirement of section 404 (b) of the Sarbanes-Oxley Act. Changes in Internal Control over Financial Reporting There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that occurred during the fourth quarter of the Company’s fiscal year ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 55 Table of Contents Item 9B. OTHER INFORMATION None . Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 56 Table of Contents PART III Item 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE The information called for by this item, other than the information set forth below, is set forth under the headings “Information About the Directors,” “Meetings of the Board of Directors & Committees,” “Corporate Governance,” “Information About Our Executive Officers,” and “Delinquent Section 16(a) Reports” in our definitive proxy statement on Schedule 14A in connection with our 2025 Annual Meeting of Stockholders, to be filed within 120 days after June 30, 2025 (the “Annual Meeting Proxy Statement”). Code of Ethics We have adopted a Code of Ethics which applies to, among others, our senior officers, including our Chief Executive Officer and Chief Financial Officer, as well as all of our officers, directors and employees. Our Code of Ethics requires that all employees and directors avoid any conflict, or the appearance of a conflict, between an individual’s personal interests and our interests. Pursuant to our Code of Ethics, each employee and director must disclose any conflicts of interest, or actions or relationships that might give rise to a conflict, to our Chief Compliance Officer. Our Audit Committee is charged with approving any waivers under our Code of Ethics. A copy of the Code, as amended from time to time, has been posted to the “Corporate Documents” section of our web site at http://www.mackenziecapital.com/sec-filings. Insider Trading Policy We have adopted a policy regarding insider trading (the “Insider Trading Policy”) that governs the purchase, sale, and other dispositions of the our securities by all officers of the Company and its subsidiaries, all members of the Board and all employees of the Company and its subsidiaries, that is designed to promote awareness and compliance with insider trading laws, rules, and regulations, and applicable Nasdaq listing standards. Our Insider Trading Policy is filed as Exhibit 19 to this Annual Report on Form 10-K for the year ended June 30, 2025. Item 11. EXECUTIVE COMPENSATION The information called for by this item, other than the information set forth below, is set forth under the heading “Compensation Discussion & Analysis” and under the subheadings “Compensation of Directors,” “Compensation of Executive Officers,” and “Compensation Committee Interlocks and Insider Participation” in our Annual Meeting Proxy Statement. Executive Compensation Clawback Policy The Board of Directors has adopted a clawback policy (the “Clawback Policy”), effective October 2, 2023, which, if we ever pay incentive-based compensation (which we currently do not), would require recoupment of erroneously awarded executive compensation from current and former executive officers in the event we are required to prepare an accounting restatement due to our material noncompliance with any financial reporting requirement under the securities laws. Our Clawback Policy is attached as Exhibit 97.1 to this Annual Report on Form 10-K. As of June 30, 2025, there have been no restatements that would require recovery of erroneously awarded compensation under the Clawback Policy. Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information called for by this item is set forth under the heading “Security Ownership of Certain Beneficial Owners & Management” in our Annual Meeting Proxy Statement. Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information called for by this item is set forth under the headings “Certain Relationships & Related Transactions” and “Corporate Governance—Annual Director Independence Evaluation” in our Annual Meeting Proxy Statement. Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information called for by this item is set forth under the heading “Information about the Audit Committee & the Principal Accountant” in our Annual Meeting Proxy Statement. 57 Table of Contents PART IV Item 15. EXHIBITS AND CONSOLIDATED FINANCIAL STATEMENT SCHEDULES The following documents are filed as part of this annual report on Form 10-K: 1. The Consolidated Financial Statements listed in the Index to Consolidated Financial Statements on Page F-1. 2. Consolidated Financial Statement Schedule: Schedule III- Real Estate Operating Properties and Accumulated Depreciation is set forth beginning on page S-1 hereof. 3. The Exhibits listed in the Exhibit Index below. Exhibit No. Description of Document 2.1 Contribution Agreement by and between MacKenzie Realty Operating Partnership, LP and the Addison Group, dated June 8, 2020 (incorporated by reference to the Registrant’s Form 8-K (File No. 814-00961), filed on June 9, 2020) 2.2 Membership Interest Purchase Agreement with The Wiseman Company, LLC, dated April 12, 2022 (incorporated by reference to the Registrant’s Form 8-K (File No. 000-55006), filed on April 18, 2022) 3.1(i) Articles of Amendment and Restatement (incorporated by reference to Registrant’s Post-Effective Amendment No. 3 to Registrant’s Registration Statement on Form N-2 (File No. 333-181853), filed on May 14, 2014) 3.1(ii) Series A Preferred Articles Supplementary (incorporated by reference to Registrant’s Form 1-A (File No. 000-55006), filed on April 12, 2021) 3.1(iii) Series A and B Preferred Articles Supplementary (incorporated by reference to Registrant’s Form 1-A POS (File No. 024-11503), filed on November 13, 2023) 3.1(iv) Articles of Amendment and Restatement of MacKenzie Realty Capital, Inc., effective as of January 10, 2025 (incorporated by reference to the Company’s Form 8-K/A, filed on January 10, 2025) 3.2(i) Second Amended & Restated Bylaws (incorporated by reference to Registrant’s Form 8-K (File No. 000-55006), filed on January 12, 2021) 3.2(ii) Third Amended and Restated Bylaws of MacKenzie Realty Capital, Inc., effective as of January 8, 2025 (incorporated by reference to the Company’s Form 8-K/A, filed on January 10, 2025) 3.2(iii) Third Amended and Restated Bylaws of MacKenzie Realty Capital, Inc., effective as of January 8, 2025 (marked to show changes against the prior version) (incorporated by reference to the Company’s Form 8-K/A, filed on January 10, 2025) 3.3(i) First Amendment of Charter Dated August 1, 2025 (incorporated by reference to Registrant’s Form 8-K (File No. 000-55006), filed on August 1, 2025) 3.3(ii) Second Amendment of Charter Dated August 1, 2025 (incorporated by reference to Registrant’s Form 8-K (File No. 000-55006), filed on August 1, 2025) 4.1 Description of Securities (incorporated by reference to Registrant’s Form 10-K ( File No. 000-55006), filed on September 28, 2022) 58 Table of Contents 4.2 Partnership Unit Designation of the Series A Preferred Limited Partnership Units of MacKenzie Realty Operating Partnership, LP (incorporated by reference to Registrant’s Form 10-K ( File No. 000-55006), filed on September 28, 2022) 10.1(i) Amended and Restated Investment Advisory Agreement with MCM Advisers, LP dated as of October 1, 2017 (incorporated by reference to Registrant’s Post-Effective Amendment No. 3 to the Registration Statement on Form N-2 (File No. 333-212804), filed on November 9, 2017) 10.1(ii) Amendment to the Amended and Restated Investment Advisory Agreement dated as of October 1, 2018 (incorporated by reference to Registrant’s Post-Effective Amendment No. 5 to the Registration Statement on Form N-2 (File No. 333-212804), filed on October 29, 2018) 10.1(iii) Agreement of general financial advisory and investment banking services with Maxim Group LLC (incorporated by reference to Registrant’s Form 8-K (File No. 000-55006), filed on August 27, 2024) 10.2 Agreement of Limited Partnership of MacKenzie Realty Operating Partnership, LP, Dated May 20, 2020 (incorporated by reference to the Registrant’s Form 8-K (File No. 814-00961 filed on June 9, 2020) 10.3 Operating Agreement of PVT-Madison Partners LLC (incorporated by reference to Registrant’s Form 8-K (File No. 000-55006), filed on March 11, 2021) 10.4 Operating Agreement of Madison-PVT Partners LLC (incorporated by reference to Registrant’s Form 8-K (File No. 000-55006), filed on March 11, 2021) 10.5 Form of Investment Adviser Introducing Agreement (pre-December 2016) (incorporated by reference to the Registration Statement on Form N-2 (File No. 333-212804) filed on August 1, 2016) 10.6 Amended Administration Agreement with MacKenzie Capital Management, LP (incorporated by reference to Registrant’s Form 10-K (File No. 000-55006), filed on September 28, 2021) 10.7 Form of Investor Services Agreement with MacKenzie Capital Management, LP dated November 1, 2018 (incorporated by reference to Post-Effective Amendment No. 6 to the Registration Statement on Form N-2 (File No. 333-212804), filed on May 10, 2019) 10.8 Advisory Management Agreement (incorporated by reference to Registrant’s Form 8-K (File No. 000-55006), filed on January 27, 2021) 10.9 Amended And Restated Investment Advisory Agreement (incorporated by reference to Registrant’s Form 8-K (File No. 000-55006), filed on January 27, 2021) 10.10 Operating Agreement by and between MacKenzie Realty Operating Partnership, LP and the Hollywood Hillview Owner LLC, dated October 4, 2021 (incorporated by reference to the Registrant’s Form 8-K (File No. 000-55006 filed on October 5, 2021) 10.11 Dividend Reinvestment Plan (incorporated by reference to Registrant’s Form S-3 (File No. 000-55006), filed on December 22, 2021) 10.12 Operating Agreement by and between MacKenzie Realty Operating Partnership, LP and the MacKenzie-BAA IG Shoreline LLC, dated January 25, 2022 (incorporated by reference to the Registrant’s Form 8-K (File No. 000-55006 filed on May 20, 2022) 10.13 Operating Agreement of MacKenzie Satellite Place Corp (incorporated by reference to Registrant’s Form 8-K (File No. 000-55006), filed on June 3, 2022) 10.14 Equity Distribution Agreement dated January 15, 2025 by and between MacKenzie Realty Capital, Inc. and Maxim Group LLC (incorporated by reference to the Company’s Form 8-K, filed on January 15, 2025) 59 Table of Contents 10.15 Securities Purchase Agreement, dated November 18, 2024, between the company and purchaser ( incorporated by reference to the Company’s Form 8-K, filed on March 3, 2025) 10.16 Forbearance, Settlement, and Release Agreement dated March 25, 2025, related to Main Street West Property Indebtedness (incorporated by reference to the Company’s Form 8-K, filed on March 31, 2025) 10.17 Note Purchase Agreement dated June 11, 2025 by and between the Company and Streeterville Capital, LLC (incorporated by reference to the Company’s Form 8-K, filed on June 11, 2025) 10.18 Secured Promissory Note #1 dated June 11, 2025 issued by the Company in favor of Streeterville Capital, LLC (incorporated by reference to the Company’s Form 8-K, filed on June 11, 2025) 10.19 Security Agreement dated June 11, 2025 by MRC QRS, Inc. in favor of Streeterville Capital, LLC (incorporated by reference to the Company’s Form 8-K, filed on June 11, 2025) 10.20 Guaranty dated June 11, 2025 by MRC QRS, Inc. for the benefit of Streeterville Capital, LLC (incorporated by reference to the Company’s Form 8-K, filed on June 11, 2025) 10.21 Stock Pledge Agreement dated June 11, 2025 by and between the Company and Streeterville Capital, LLC (incorporated by reference to the Company’s Form 8-K, filed on June 11, 2025) 16.1 Letter dated June 9, 2025 from Moss Adams to the Securities and Exchange Commission confirming the disclosures contained in Item 4.01 of the report on Form 8-K (incorporated by reference to the Company’s Form 8-K, filed on June 10, 2025) 19* Insider Trading Policy of MacKenzie Realty Capital, Inc. 21.1* List of Subsidiaries of the Registrant 23.1* Consent of Independent Registered Public Accounting Firm 31.1* Section 302 Certification of Robert Dixon (President and Chief Executive Officer) 31.2* Section 302 Certification of Angche Sherpa (Treasurer and Chief Financial Officer) 32.1* Section 1350 Certification of Robert Dixon (President and Chief Executive Officer) 32.2* Section 1350 Certification of Angche Sherpa (Treasurer and Chief Financial Officer) 97.1* MacKenzie Realty Capital, Inc. Executive Compensation Clawback Policy, effective as of October 2, 2023. 101.INS* Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) 101.SCH* Inline XBRL Taxonomy Extension Schema Documents 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE * Inline XBRL Taxonomy Extension Presentation Linkbase Document 104* Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) * Filed Herewith 60 Table of Contents All other exhibits for which provision is made in the applicable regulations of the Securities and Exchange Commission are not required under the related instruction or are inapplicable and therefore have been omitted. Item 16. FORM 10-K SUMMARY None. 61 Table of Contents TABLE OF CONTENTS Index to Audited Consolidated Financial Statements Consolidated Financial Statements Reports of Independent Registered Public Accounting Firm (PCAOB ID: 23 ) F-2 Consolidated Balance Sheets as of June 30, 2025 and 2024 F-5 Consolidated Statements of Operations for the years ended June 30, 2025 and 2024 F-6 Consolidated Statements of Changes in Equity for the years ended June 30, 2025 and 2024 F-7 Consolidated Statements of Cash Flows for the years ended June 30, 2025 and 2024 F-8 Notes to Consolidated Financial Statements F-9 F-1 Table of Contents Report of Independent Registered Public Accounting Firm The Shareholders and the Board of Directors MacKenzie Realty Capital, Inc. Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Mackenzie Realty Capital, Inc. (the Company), as of June 30, 2025 and 2024, the related consolidated statements of operations, changes in equity, and cash flows for the years then ended, and the related notes and financial statement schedule III - Real Estate Properties and Accumulated Depreciation (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of June 30, 2025 and 2024, and the consolidated results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current-period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. F-2 Table of Contents Purchase Price Allocation for an Acquisition As described in Notes 2 and 3 to the consolidated financial statements, the Company acquired a real estate property during the year ended June 30, 2025, which was accounted for as an asset acquisition. The Company records the acquisition-date fair values of all tangible assets, identifiable intangible assets, and assumed liabilities using methods similar to those used by independent appraisers (e.g., discounted cash flow analysis) which utilize appropriate discount and/or capitalization rates and other available market information to allocate the purchase price at their relative fair values. Estimates of the fair values of the tangible assets, identifiable intangibles, and assumed liabilities require the Company to make significant assumptions to estimate market lease rates, carrying costs during lease-up periods, discount rates, capitalization rates, and market absorption periods. We identified the fair value measurements used in the purchase price allocation of the Company’s real estate acquisition is a critical audit matter are as follows (i) the significant judgment by management to determine the fair value measurements of tangible assets (land and buildings), used in the purchase price allocation; (ii) significant auditor judgment, subjectivity and effort in evaluating audit evidence related to the significant assumptions used in the fair value measurement; and (iii) use of professionals with specialized skill and knowledge to assist in performing the procedures and evaluating the audit evidence obtained. Our audit procedures related to the purchase price allocation for an acquisition, included the following, among others: • With the assistance of our valuation specialists, we evaluated the reasonableness of critical significant fair value inputs used in the purchase price allocation related to an acquired real estate asset which were market lease rates, carrying costs during lease-up periods, capitalization rates, discount rates, and market absorption periods. The evaluation included comparison of Company assumptions to independently developed ranges using market data from industry transaction databases and published industry reports. • Tested the mathematical accuracy of the valuation model and performed procedures over the completeness and accuracy of the data provided by management. F-3 Table of Contents Impairment of Real Estate Asset As described in Note 2 to the consolidated financial statements, the Company monitors events and changes in circumstances that could indicate the carrying value of real estate may not be recoverable. If indicators of impairment emerge, the Company assesses whether the carrying value of the asset through its undiscounted future cash flows and eventual disposition, is recoverable. An impairment loss to the extent that the carrying value exceeds the estimated fair value of the real estate assets is recorded. The Company utilized inputs from a recent third-party appraisal and potential new leases to estimate the fair value of the property to determine the impairment amount. For the year ended June 30, 2025, the Company recorded $9,500,167 of impairment related to a real estate assets. The principal consideration in our determination that the impairment of real estate is a critical audit matter are (i) the significant judgment by management to determine the fair value measurement of the real estate asset; (ii) significant auditor judgment, subjectivity and effort in evaluating audit evidence related to the significant assumptions used in the fair value measurement of a real estate asset; and (iii) use of professionals with specialized skill and knowledge to assist in performing the procedures and evaluating the audit evidence obtained. Our audit procedures related to the impairment of a real estate asset included the following, among others: • With the assistance of valuation specialists, we evaluated the reasonableness of the valuation methodology and significant assumptions used in management’s valuation models such as future cash flows, associated with the underlying real property, generally over the relevant hold period, risk-adjusted discount rates, cap rates, and consideration of the market where the property is located. The evaluation included comparison of the Company’s assumptions to market data from industry transaction databases and published industry reports. • Tested the mathematical accuracy of the valuation model and performed procedures over the completeness and accuracy of the data provided by management. /s/ Baker Tilly US, LLP Campbell, California September 29, 2025 We have served as the Company’s auditor since 2012. F-4 Table of Contents MacKenzie Realty Capital, Inc. Consolidated Balance Sheets June 30, 2025 June 30, 2024 Assets Real estate assets Land $ 44,406,724 $ 42,758,142 Building, fixtures and improvements 193,170,429 171,487,907 Intangible lease assets 13,015,058 11,440,998 Less: accumulated depreciation and amortization ( 26,058,639 ) ( 14,421,966 ) Total real estate assets, net 224,533,572 211,265,081 Cash and cash equivalents 3,788,082 11,854,946 Restricted cash 328,239 1,222,393 Investments, at fair value 1,749,528 1,341,164 Equity method investments, at fair value 2,125,451 4,703,266 Investments income, rents and other receivables 2,273,527 1,415,943 Prepaid expenses and other assets 1,193,779 1,284,975 Total assets $ 235,992,178 $ 233,087,768 Liabilities Mortgage notes payable, net $ 120,417,074 $ 113,687,699 Line of credit and notes payable, net 12,016,507 1,635,773 Deferred rent and other liabilities 1,600,585 1,434,476 Finance lease liabilities 2,253,875 1,887,984 Dividend payable 715,498 2,313,822 Accounts payable and accrued liabilities 4,562,376 2,425,471 Below-market lease liabilities, net 703,645 1,284,832 Due to related entities 167,764 171,619 Capital pending acceptance 13,411 297,000 Total liabilities 142,450,735 125,138,676 Equity Common stock, $ 0.0001 par value, 80,000,000 shares authorized; 1,578,192.98 and 1,330,257.30 shares issued and outstanding as of June 30, 2025 and June 30, 2024, respectively. * 158 133 Preferred stock, $ 0.0001 par value, 20,000,000 shares authorized: Series A Preferred stock, 766,176.57 and 761,370.46 shares issued and outstanding as of June 30, 2025 and June 30, 2024, respectively. 77 76 Series B Preferred stock, 116,112.32 and 49,564.56 shares issued and outstanding as of June 30, 2025 and June 30, 2024, respectively. 12 5 Additional paid-in capital * 145,050,643 137,073,480 Accumulated deficit ( 85,192,267 ) ( 54,715,347 ) Total stockholders’ equity 59,858,623 82,358,347 Non-controlling interests 33,682,820 25,590,745 Total equity 93,541,443 107,949,092 Total liabilities and equity $ 235,992,178 $ 233,087,768 *After giving effect to the 1-for-10 Reverse Stock Split that was effective August 4, 2025. The accompanying notes to consolidated financial statements are an integral part of these consolidated financial statements. F-5 Table of Contents MacKenzie Realty Capital, Inc. Consolidated Statements of Operations Year Ended June 30, 2025 2024 Revenue Rental, reimbursements and other property income $ 22,059,843 $ 15,736,103 Expenses Depreciation and amortization 11,432,557 7,153,411 Interest expense 8,524,581 6,124,395 Property operating and maintenance 7,386,050 6,523,406 Asset management fees to related party (Note 8) 3,449,487 3,224,834 General and administrative 2,583,047 1,060,039 Professional fees 1,820,775 639,696 Administrative cost reimbursements to related party (Note 8) 669,855 756,733 Directors’ fees 149,223 105,000 Transfer agent cost reimbursements to related party (Note 8) 6,145 66,267 Impairment loss 9,500,167 - Total operating expenses 45,521,887 25,653,781 Operating loss ( 23,462,044 ) ( 9,917,678 ) Other income (loss) Dividend and distribution income from equity securities at fair value 74,837 581,030 Net unrealized gain (loss) on equity securities at fair value 49,407 ( 697,644 ) Net income (loss) from equity method investments at fair value ( 764,911 ) 1,827,232 Net realized income (loss) from investments 132,434 ( 3,016,772 ) Net loss ( 23,970,277 ) ( 11,223,832 ) Net income attributable to non-controlling interests ( 1,945,403 ) ( 853,665 ) Net income attributable to preferred stockholders Series A and B ( 1,421,200 ) ( 1,153,486 ) Net loss attributable to common stockholders $ ( 27,336,880 ) $ ( 13,230,983 ) Basic and diluted net loss per share attributable to common stockholders * $ ( 18.66 ) $ ( 9.95 ) Basic and diluted weighted average common shares outstanding * 1,465,095 1,329,322 *After giving effect to the 1-for-10 Reverse Stock Split that was effective August 4, 2025. The accompanying notes to consolidated financial statements are an integral part of these consolidated financial statements. F-6 Table of Contents MacKenzie Realty Capital, Inc. Consolidated Statements of Changes in Equity Common Stock Series A Preferred Stock Series B Preferred Stock Total Number of Shares ** Par Value ** Number of Shares Par Value Number of Shares Par Value Additional Paid- in Capital ** Accumulated Deficit Stockholders’ Equity Non-controlling Interests Total Equity Year Ended June 30, 2025 Balance, June 30, 2024 1,330,257.30 $ 133 761,370.46 $ 76 49,564.56 $ 5 $ 137,073,480 $ ( 54,715,347 ) $ 82,358,347 $ 25,590,745 $ 107,949,092 Contributions by non-controlling interest holders - - - - - - - - - 5,574,804 5,574,804 Distributions to non-controlling interest holders - - - - - - - - - ( 1,735,944 ) ( 1,735,944 ) Dividends to common stockholders - - - - - - - ( 3,140,040 ) ( 3,140,040 ) - ( 3,140,040 ) Dividends to Series A preferred stockholders - - - - - - - ( 1,148,019 ) ( 1,148,019 ) - ( 1,148,019 ) Dividends to Series B preferred stockholders - - - - - - - ( 273,181 ) ( 273,181 ) - ( 273,181 ) Net income (loss) - - - - - - - ( 25,915,680 ) ( 25,915,680 ) 1,945,403 ( 23,970,277 ) Operating Partnership Class A conversion to common stock 32.18 - * - - - - 3,301 - 3,301 ( 3,301 ) - Preferred Series A conversion to common stock 15,668.10 2 ( 12,805.38 ) ( 1 ) - - ( 1 ) - - - - Issuance of common stock 210,351.70 21 - - - - 3,794,239 - 3,794,260 - 3,794,260 Issuance of pre-funded warrants - - - - - - 1,935,455 - 1,935,455 - 1,935,455 Issuance of Series A common stock warrants - - - - - - 376,268 - 376,268 - 376,268 Issuance of Series B common stock warrants - - - - - - 223,409 - 223,409 - 223,409 Stock-based compensation 21,883.70 2 - - - - 665,498 - 665,500 - 665,500 Issuance of Series A preferred stock through reinvestment of dividends - - 8,567.49 1 - - 192,769 - 192,770 - 192,770 Issuance of Series B preferred stock through reinvestment of dividends - - - - 644.60 - * 14,503 - 14,503 - 14,503 Issuance of Series A preferred stock - - 9,044.00 1 - - 226,099 - 226,100 - 226,100 Issuance of Series B preferred stock - - - - 65,903.16 7 1,647,572 - 1,647,579 - 1,647,579 Increase in liquidation preference - Series B preferred stock - - - - - - 204,889 - 204,889 - 204,889 Operating Partnership Series A Preferred Units issued - - - - - - - - - 2,712,194 2,712,194 Issuance of Operating Partnership Series A Preferred Units through reinvestment of dividends - - - - - - - - - 98,968 98,968 Increase in liquidation preference of Operating Partnership Series B Preferred Units - - - - - - - - - 97,229 97,229 Payment of selling commissions and fees - - - - - - ( 1,301,283 ) - ( 1,301,283 ) ( 597,278 ) ( 1,898,561 ) Redemptions of common stock - - - - - - ( 24 ) - ( 24 ) - ( 24 ) Redemptions of Series A preferred stock - - - - - - ( 5,531 ) - ( 5,531 ) - ( 5,531 ) Balance, June 30, 2025 1,578,192.98 $ 158 766,176.57 $ 77 116,112.32 $ 12 $ 145,050,643 $ ( 85,192,267 ) $ 59,858,623 $ 33,682,820 $ 93,541,443 Common Stock Series A Preferred Stock Series B Preferred Stock Total Number of Shares ** Par Value ** Number of Shares Par Value Number of Shares Par Value Additional Paid- in Capital ** Accumulated Deficit Stockholders’ Equity Non-controlling Interests Total Equity Year Ended June 30, 2024 Balance, June 30, 2023 1,324,328.00 $ 132 671,340.45 $ 67 - $ - $ 133,764,191 $ ( 34,856,258 ) $ 98,908,132 $ 12,103,874 $ 111,012,006 Contributions by non-controlling interest holders - - - - - - - - - 2,532,429 2,532,429 Distributions to non-controlling interest holders - - - - - - - - - ( 1,105,408 ) ( 1,105,408 ) Dividends to common stockholders - - - - - - - ( 6,628,106 ) ( 6,628,106 ) - ( 6,628,106 ) Dividends to Series A preferred stockholders - - - - - - - ( 1,111,490 ) ( 1,111,490 ) - ( 1,111,490 ) Dividends to Series B preferred stockholders - - - - - - - ( 41,996 ) ( 41,996 ) - ( 41,996 ) Net income (loss) - - - - - - - ( 12,077,497 ) ( 12,077,497 ) 853,665 ( 11,223,832 ) Operating Partnership Class A conversion to common stock 301.14 - * - - - - 30,866 - 30,866 ( 30,866 ) - Issuance of common stock through reinvestment of dividends 18,581.97 2 - - - - 1,371,349 - 1,371,351 - 1,371,351 Issuance of Series A preferred stock through reinvestment of dividends - - 7,741.20 1 - - 174,178 - 174,179 - 174,179 Issuance of Series B preferred stock through reinvestment of dividends - - - - 2.11 - * 48 - 48 - 48 Issuance of Series A preferred stock - - 85,688.31 8 - - 2,140,941 - 2,140,949 - 2,140,949 Issuance of Series B preferred stock - - - - 49,562.45 5 1,227,945 - 1,227,950 - 1,227,950 Increase in liquidation preference - Series B preferred stock - - - - - - 31,497 - 31,497 - 31,497 Operating Partnership Series A Preferred Units issued - - - - - - - - - 10,378,457 10,378,457 Operating Partnership Series B Preferred Units issued - - - - - - - - - 972,290 972,290 Issuance of Operating Partnership Series A Preferred Units through reinvestment of dividends - - - - - - - - - 83,883 83,883 Increase in liquidation preference of Operating Partnership Series B Preferred Units - - - - - - - - - 16,205 16,205 Payment of selling commissions and fees - - - - - - ( 637,490 ) - ( 637,490 ) ( 213,784 ) ( 851,274 ) Redemptions of common stock ( 12,953.81 ) ( 1 ) - - - - ( 954,206 ) - ( 954,207 ) - ( 954,207 ) Redemptions of Series A preferred stock - - ( 3,399.50 ) - * - - ( 75,839 ) - ( 75,839 ) - ( 75,839 ) Balance, June 30, 2024 1,330,257.30 $ 133 761,370.46 $ 76 49,564.56 $ 5 $ 137,073,480 $ ( 54,715,347 ) $ 82,358,347 $ 25,590,745 $ 107,949,092 * Amount is less than $1. **After giving effect to the 1-for-10 Reverse Stock Split that was effective August 4, 2025. The accompanying notes to consolidated financial statements are an integral part of these consolidated financial statements. F-7 Table of Contents MacKenzie Realty Capital, Inc. Consolidated Statements of Cash Flows Year Ended June 30, 2025 2024 Cash flows from operating activities: Net loss $ ( 23,970,277 ) $ ( 11,223,832 ) Adjustments to reconcile net loss to net cash from operating activities: Net unrealized (gain) loss on equity securities at fair value ( 49,407 ) 697,644 Net (income) loss from equity method investments at fair value 767,066 ( 1,556,115 ) Net realized (gain) loss on investments ( 132,434 ) 3,016,772 Impairment loss 9,500,167 - Straight-line rent ( 154,952 ) ( 132,635 ) Depreciation and amortization 11,432,557 7,153,411 Amortization of deferred financing costs and debt mark-to-market 1,377,272 1,427,349 Accretion of above (below) market lease, net ( 544,103 ) ( 339,767 ) Stock-based compensation 628,137 - Changes in assets and liabilities: Investments income, rents and other receivables ( 890,103 ) 67,547 Due from related entities - 17,000 Prepaid expenses and other assets 125,104 ( 401,222 ) Deferred rent and other liabilities 50,398 ( 49,924 ) Accounts payable and accrued liabilities 144,376 743,499 Due to related entities 26,097 ( 15,244 ) Net cash from operating activities ( 1,690,102 ) ( 595,517 ) Cash flows from investing activities: Proceeds from sale of investments 962,721 10,564,732 Investments in real estate assets ( 18,899,433 ) ( 10,237,605 ) Purchase of investments ( 1,183,597 ) ( 1,062,163 ) Return of capital distributions - 938,296 Payment on contingent liability - ( 1,503,000 ) Net cash from investing activities ( 19,120,309 ) ( 1,299,740 ) Cash flows from financing activities: Borrowing under mortgage notes payable 48,477,670 3,288,715 Payments on mortgage notes payable ( 48,876,780 ) ( 1,337,498 ) Borrowing under line of credit 9,588,000 - Proceeds from notes payable 1,115,000 200,000 Payments on notes payable ( 223,898 ) ( 368,164 ) Payment of financing fees ( 2,321,155 ) ( 876,500 ) Acquisition cost of below market debt - ( 343,000 ) Dividends to common stockholders ( 4,802,866 ) ( 5,180,792 ) Dividends to Series A preferred stockholders ( 952,669 ) ( 894,748 ) Dividends to Series B preferred stockholders ( 40,449 ) ( 2,526 ) Proceeds from issuance of Series A preferred stock 226,100 2,140,949 Proceeds from issuance of Series B preferred stock 1,647,579 1,227,950 Proceeds from issuance of common stock 3,794,260 - Proceeds from issuance of pre-funded warrants 1,935,455 - Proceeds from issuance of Series A common stock warrants 376,268 - Proceeds from issuance of Series B common stock warrants 223,409 - Payment on finance lease liabilities ( 234,109 ) ( 104,416 ) Payment of selling commissions and fees ( 1,876,917 ) ( 899,372 ) Contributions by non-controlling interests holders 5,574,804 2,532,427 Distributions to non-controlling interests holders ( 1,491,165 ) ( 834,804 ) Redemptions of common stock ( 24 ) ( 1,399,205 ) Redemptions of Series A preferred stock ( 5,531 ) ( 75,839 ) Capital pending acceptance ( 283,589 ) ( 241,600 ) Net cash from financing activities 11,849,393 ( 3,168,423 ) Net decrease in cash, cash equivalents and restricted cash ( 8,961,018 ) ( 5,063,680 ) Cash, cash equivalents and restricted cash at beginning of the year 13,077,339 18,141,019 Cash, cash equivalents and restricted cash at end of the year $ 4,116,321 $ 13,077,339 Cash and cash equivalents at end of the year $ 3,788,082 $ 11,854,946 Restricted cash at end of the year 328,239 1,222,393 Total cash, cash equivalents and restricted cash at end of the year $ 4,116,321 $ 13,077,339 Supplemental disclosure of non-cash financing activities and other cash flow information: Issuance of Series A preferred stock through reinvestment of dividends $ 192,770 $ 174,179 Issuance of Series B preferred stock through reinvestment of dividends $ 14,503 $ 48 Increase in liquidation preference of Series B preferred stock $ 204,889 $ 31,497 Issuance Operating Partnership Preferred Units - Series A through reinvestment of dividends $ 98,968 $ 83,884 Cash paid for interest $ 7,203,282 $ 4,577,961 Increase in liquidation preference of Operating Partnership Preferred Units - Series B $ 97,229 $ 16,205 Issuance of the Operating Partnership Preferred Units for the purchase of Green Valley Medical Center, LP (Note 1) $ 2,712,194 $ - Fair value of assets acquired from consolidation of Green Valley Medical Center, LP $ 13,621,753 $ - Fair value of liabilities assumed from consolidation of Green Valley Medical Center, LP $ 8,904,457 $ - Stock-based compensation $ 665,500 $ - Operating Partnership Class A conversion to common stock $ 3,301 $ - Capitalized construction in progress outstanding as accounts payable and accrued expenses $ 1,912,673 $ - Conversion of notes receivable to preferred equity of Martin Plaza Associates, LP $ 200,000 $ - Issuance of common stock through reinvestment of dividends $ - $ 1,371,351 Issuance of the Operating Partnership Preferred units for the purchase of GV Executive Center, LLC (Note 1) $ - $ 8,703,127 Issuance of the Operating Partnership Preferred units for the purchase of One Harbor Center, LP (Note 1) $ - $ 2,647,620 Fair value of assets acquired from consolidation of GV Executive Center, LLC $ - $ 22,765,656 Fair value of liabilities assumed from consolidation of GV Executive Center, LLC $ - $ 14,062,529 Fair value of assets acquired from consolidation of One Harbor Center, LP $ - $ 14,950,638 Fair value of liabilities assumed from consolidation of One Harbor Center, LP $ - $ 8,797,634 The accompanying notes to consolidated financial statements are an integral part of these consolidated financial statements. F-8 Table of Contents MacKenzie Realty Capital, Inc. Notes to Consolidated Financial Statements June 30, 2025 NOTE 1 – PRINCIPAL BUSINESS AND ORGANIZATION MacKenzie Realty Capital, Inc. (the “Parent Company” together with its subsidiaries as discussed below, collectively, the “Company,” “we,” “us,” or “our”) was incorporated under the general corporation laws of the State of Maryland on January 27, 2012. We have elected to be treated as a real estate investment trust (“REIT”) as defined under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). We are authorized to issue 100,000,000 shares, of which (i) 80,000,000 are designated as common stock, with a $ 0.0001 par value per share; and (ii) 20,000,000 are designated as preferred stock, with a $ 0.0001 par value per share. We commenced our operations on February 28, 2013, and our fiscal year-end is June 30. We are registered under Section 12(b) of the Securities Exchange Act of 1934 (the “Exchange Act”), and we will continue to file periodic reports on Form 10-K, Form 10-Q, and Form 8-K, as well as file proxy statements and other reports required under the Exchange Act. We filed our initial registration statement with the Securities and Exchange Commission (“SEC”) in 2012 and have since completed multiple public offerings of our common stock. On April 29, 2024, our common stock became eligible for trading on the OTCQX Best Market under the ticker symbol “MKZR”. Subsequently, on November 6, 2024, The Nasdaq Stock Market (“Nasdaq”) approved the listing of our common stock, and trading commenced on the Nasdaq Capital Market on November 11, 2024. We are externally managed by MacKenzie Capital Management, LP (“MacKenzie”) under a turnkey administration agreement dated and effective as of January 1, 2021 (the “Administration Agreement”). MCM Advisers, LP (the “Investment Adviser”), an affiliate of MacKenzie, advises us in our assessment, acquisition, and divestiture of securities under the advisory agreement amended and restated effective January 1, 2021 (the “Amended and Restated Investment Advisory Agreement”). Another affiliate of MacKenzie, MacKenzie Real Estate Advisers, LP (the “Real Estate Adviser”; together, the “Investment Adviser” and the “Real Estate Adviser” may be referred to as “Adviser” or “Advisers” as appropriate) advises us in our assessment, acquisition, and divestiture of real estate assets. We pursue a strategy focused on investing primarily in real estate assets, and to a lesser extent (intended to be less than 20 % of our portfolio) in illiquid or non-traded debt and equity securities issued by U.S. companies generally owning commercial real estate. These companies are likely to be non-traded REITs, small-capitalization publicly traded REITs, public and private real estate limited partnerships, and limited liability companies. Our wholly owned subsidiary, MRC TRS, Inc. (“TRS”), was incorporated under the general corporation laws of the State of California on February 22, 2016, and operated as a taxable REIT subsidiary. MacKenzie NY Real Estate 2 Corp. (“MacKenzie NY 2”), a wholly owned subsidiary of TRS, was formed for the purpose of making certain limited investments in New York companies. We terminated TRS effective December 31, 2022, after the sale of its sole investment and transferred the ownership of MacKenzie NY 2 to the Parent Company. The financial statements of TRS (through its termination date) and MacKenzie NY 2 have been consolidated with the Parent Company. Effective tax year 2023, MacKenzie NY 2 has elected to be treated as a taxable REIT subsidiary. On May 20, 2020, we formed an operating partnership, MacKenzie Realty Operating Partnership, LP (the “Operating Partnership”) for the purpose of acquiring and operating real estate assets. As of June 30, 2025, we own all limited partnership units of the Operating Partnership except for 81,909.89 Class A Limited Partnership units, 1,063,504.34 Series A preferred units and 43,212.86 Series B preferred units . Upon a limited partner’s request for redemption or upon liquidation of the Operating Partnership, the 81,909.89 Class A Limited Partnership units are convertible into the Company’s shares of common stock on a 1: 1 conversion ratio or, at the Company’s election, for cash based upon the 10-day average trading price of the Company’s common stock on a 1: 1 basis. As a result of the Company’s 1-for- 10 common stock reverse stock split (the “Reverse Stock Split”) on August 4, 2025, discussed below, the Class A Limited Partnership units are convertible into the Company’s common stock on a 10 :1 basis subsequent to the Reverse Stock Split. Upon a request of a holder of Series A or Series B preferred units, the Company may elect to repurchase such units with the Company’s common stock based upon the volume weighted average price per share of common stock for the twenty ( 20 ) trading days prior to the repurchase date, or at the Company’s election or upon liquidation, the 1,063,504.34 Series A preferred units are entitled to a liquidation preference of $ 26,587,609 (based on the stated value of $ 25 per share for the Series A preferred units) and the 43,212.86 Series B preferred units are entitled to a liquidation preference of $ 1,080,322 (based on the stated value of $ 25 per share for the Series B preferred units). The Parent Company has contributed $ 98,692,635 in capital to the Operating Partnership since inception; thus, the Class A, Series A and Series B preferred units represent approximately 22.41 % of all capital contributions. F-9 Table of Contents In March 2021, we, together with our joint venture partners, formed two operating companies: Madison-PVT Partners LLC (“Madison”) and PVT-Madison Partners LLC (“PVT”), to acquire and operate two residential apartment buildings located in Oakland, California. We own 98.45 % and 98.75 % of equity units of Madison and PVT, respectively. The joint venture partners own the remaining 1.55 % and 1.25 % of equity units of Madison and PVT, respectively, and also hold a carried interest in both companies. We are the controlling majority owner of both companies; therefore, effective March 31, 2021, we have consolidated the financial statements of these companies. On April 13, 2021, we filed a preliminary offering circular (the “Offering Circular”) pursuant to Regulation A with the SEC to sell up to $ 50 million of shares of our Series A preferred stock at an initial offering price of $ 25 per share. We filed a post-effective amendment to the Offering Circular on October 14, 2022, and increased the offering to sell up to $ 75 million of shares of our Series A preferred stock. We filed a second post-effective amendment to the Offering Circular on November 1, 2023, which amended the offering to sell an aggregate of up to $ 75 million of shares of either our Series A preferred stock or our Series B preferred stock. This post-effective amendment to the Offering Circular terminated on November 1, 2024. We filed a new offering circular (the “Second Offering Circular”) in December 2024 to sell an aggregate of up to approximately $ 71.30 million of shares of either our Series A preferred stock or our Series B preferred stock at an offering price of $ 25 per share. The Second Offering Circular was qualified by the SEC on January 29, 2025. In June 2025, we filed a post-effective amendment to the Second Offering Circular to permit the sale of up to $ 72.90 million of Series A, Series B, and Series C preferred stock, at an offering price of $ 22.50 per Series A share and $ 25.00 per Series B or Series C share. In November 2024, we filed a new shelf registration statement on Form S-3 (the “Form S-3 Registration Statement”) to sell our common and preferred stock, warrants, rights and units up to an aggregate of $ 75 million. The Form S-3 Registration Statement was declared effective by the SEC on January 15, 2025. Also on January 15, 2025, we entered into an Equity Distribution Agreement (the “ATM Sales Agreement”) with Maxim Group LLC (the “Sales Agent” or “Maxim”) pursuant to which we may issue and sell shares of our common stock, covered by the prospectus supplement filed with the SEC on January 15, 2025 and accompanying base prospectus dated January 15, 2025 (together, the “ATM Prospectus”) from time to time through or to the Sales Agent, acting as our agent or principal (subject to compliance with Regulation M). Sales of shares of our common stock under the ATM Prospectus may be made in negotiated transactions (including block transactions) or transactions that are deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on Nasdaq or sales made to or through a market maker other than on an exchange, subject to maintaining compliance with General Instruction I.B.6 of Form S-3 which requires that in no event will we sell securities in a public primary offering with a value exceeding more than one-third of our public float in any 12-month period so long as our public float remains below $75 million. Under the terms of the ATM Sales Agreement, we also may sell shares, our common stock, to the Sales Agent, as principal for its own account (subject to compliance with Regulation M), at a price to be agreed upon at the time of sale. If we sell shares to the Sales Agent, as principal (subject to compliance with Regulation M), we will enter into a separate agreement with the Sales Agent and we will describe the agreement in a separate prospectus supplement or pricing supplement. On February 28, 2025, we entered into a securities purchase agreement with a single institutional investor. Under the agreement, the Company offered and sold in a registered direct offering (the “Registered Offering”), 153,403.40 shares of the Company’s common stock, $ 0.0001 par value per share, and pre-funded warrants to purchase up to 129,226.50 shares of common stock; and, in a concurrent private placement and together with the Registered Offering, warrants to purchase up to an aggregate of 423,944.85 shares of common stock. The purchase price for each share and the exercise price for each warrant was $ 17.10 per share, and the purchase price for each pre-funded warrant was $ 17.099 per share. The common stock warrants consist of Series A common stock warrants and Series B common stock warrants. The Series A common stock warrants to purchase up to 141,314.95 shares of common stock became exercisable six months after the closing date of the offering and expire 18 months from the date of issuance. The Series B common stock warrants to purchase up to 282,629.90 shares of common stock became exercisable six months after the date of issuance and expire five years from the date of issuance. The Company and the single institutional investor have no other material relationships. All share and warrant amounts described have been adjusted to give effect to the Reverse Stock Split that became effective on August 4, 2025. On October 4, 2021, through the Operating Partnership, we acquired a 90 % economic interest in Hollywood Hillview Owner, LLC (“Hollywood Hillview”), a Delaware limited liability company, to acquire and operate a multifamily building (“Hollywood Apartments”) located in Los Angeles, California. The remaining 10 % economic interest in Hollywood Hillview is owned by an unaffiliated third party, True USA, LLC (“True USA”). Hollywood Hillview owns 100 % of the membership interests in PT Hillview GP, LLC (the “PT Hillview”). We are the controlling majority owner of Hollywood Hillview; therefore, effective December 31, 2021, we have consolidated the financial statements of Hollywood Hillview. On January 25, 2022, through the Operating Partnership, we acquired a 98 % limited liability company interest in MacKenzie-BAA IG Shoreline LLC (“MacKenzie Shoreline”), formed to acquire, renovate, and own the 84-unit multifamily building located at 1841 Laguna Street, Concord, CA. The joint venture partners own the remaining 2 % of the limited liability company interest as well as a carried interest. We are the controlling majority owner of the MacKenzie Shoreline; therefore, effective June 30, 2022, we have consolidated the financial statements of MacKenzie Shoreline. F-10 Table of Contents On April 1, 2022, we, and our newly formed, wholly owned subsidiary, FSP Merger Sub, Inc. (“Merger Sub”) entered into a reverse triangular merger agreement with FSP Satellite Place Corp. (“FSP Satellite”), pursuant to which the Merger Sub merged with and into FSP Satellite with FSP Satellite as the surviving entity, but renamed MacKenzie Satellite Place Corp. (“MacKenzie Satellite”), effective June 1, 2022, at which time MacKenzie Satellite became our wholly owned subsidiary. MacKenzie Satellite owns the Satellite Place Office Building, a six-story Class “A” suburban office building containing approximately 134,785 rentable square feet of space located on approximately 10 acres of land in Duluth, GA. The former shareholders of FSP Satellite received cash or shares of the Company, based upon their election. All former shareholders of FSP Satellite holders elected to be paid in cash with the exception of two shareholders who elected to receive common and preferred stock in the amount of $ 27,503 and $ 13,752 , respectively. Subsequent to the completion of the merger, we have consolidated the financial statements of MacKenzie Satellite effective June 30, 2022. On May 6, 2022, the Operating Partnership purchased 100 % of the membership interests in eight limited liability companies (each a “Management Company”) and one parcel of entitled land from The Wiseman Company, LLC (“Wiseman”) for $ 18,333,000 and $ 3,050,000 , respectively. Each Management Company is the sole general partner and owns all general partnership interest in a limited partnership (each a “Wiseman Partnership”) that owns a Class A or B office property in Napa, Fairfield, Suisun, or Woodland, California (the “Wiseman Properties”). As part of the purchase agreement, $ 4,650,000 of the purchase price was paid through the issuance of 206,666.67 Preferred Units of the Operating Partnership and $ 750,000 of the land purchase price was paid through the issuance of 77,881.62 Class A units of the Operating Partnership. We have consolidated the financial statements of the eight limited liability companies, which hold the general partnership interests in the limited partnerships, effective June 30, 2022. Wiseman is a full-service real estate syndicator, developer, broker, and property manager founded in 1979. Concurrently with acquiring the Management Companies and land from Wiseman, the Operating Partnership also negotiated the right to acquire the limited partnership interests in each Wiseman Partnership at pre-determined prices over a two-year period that expired in May 2024. Management believed this transaction was strategically important as it focuses the portfolio on our desired geographic area (Western United States) and created a captive pipeline of properties. We completed the acquisition of all of the limited partnership interests in five of the eight partnerships prior to the expiration of the two-year window, and one shortly thereafter via a separate agreement. We may acquire the remaining limited partnership interests via separate agreements in the future, but there is no agreement or obligation to do so. We acquired all the limited partnership interests in, and therefore all the equity in, the following partnerships on the following dates: First & Main, LP (“First & Main”) in July 2022, 1300 Main, LP (“1300 Main”) in October 2022, Woodland Corporate Center Two, LP (“Woodland Corporate Center Two”) in January 2023, Main Street West, LP (“Main Street West”) in February 2023, One Harbor Center, LP in May 2024 and Green Valley Medical Center, LP in August 2024. Some of these acquisitions were paid in all cash, and some were purchased through issuance of 459,620.35 and 43,212.86 of the Operating Partnership’s Series A and Series B preferred units, respectively. We consolidated the financial statements of these six limited partnerships after we completed the acquisition of the limited partnership interests in each of these Wiseman Partnerships. On February 6, 2023, we formed a new entity, MRC Aurora, LLC (“MRC Aurora”) for the purpose of owning, developing, and renovating certain real property and building and improvements located at 5000 Wiseman Way, Fairfield, California (the “Aurora Land”), and thereafter leasing, managing, renting, and potentially selling the completed project (the “Aurora at Green Valley”). The Parent Company is the manager and the Operating Partnership is the sole common member of MRC Aurora. The Operating Partnership contributed the Aurora Land to MRC Aurora in exchange for the common membership interest in MRC Aurora. Construction of the Aurora at Green Valley, which consists of three residential buildings and a clubhouse, began in September 2024. The clubhouse opened in June 2025 for pre-leasing activities and the first residential building was completed in July 2025, with leasing commencing in August 2025. The remaining two buildings were completed in September 2025, with leasing expected to commence shortly thereafter. The construction of Aurora at Green Valley was financed through $ 10 million of preferred capital ($ 7.23 million from outside investors and $ 2.77 million from the Operating Partnership) and a $ 17.15 million construction loan from Valley Strong Credit Union. The Operating Partnership holds 100 % of the voting rights, and we, as the manager, have the managing and operating rights of MRC Aurora. Therefore, we consolidate the financial statements of MRC Aurora. As of June 30, 2025, the Operating Partnership has contributed $ 4.60 million (including the value of the Aurora Land) in exchange for common units and $ 2.77 million in exchange for preferred units in MRC Aurora and we have raised $ 7.23 million in exchange for preferred units from outside investors. On September 1, 2023, we formed 220 Campus Lane, LLC (“220 Campus Lane”) to acquire, lease and operate a vacant office building located at 220 Campus Lane, Fairfield, CA (“220 Campus Lane Office Building”) and Campus Lane Residential, LLC (“Campus Lane Residential”) to acquire and develop a parcel of vacant land adjacent to 220 Campus Lane Office Building into a multi-family residential community. 220 Campus Lane acquired the 220 Campus Lane Office Building, and Campus Lane Residential acquired the vacant land in September 2023. The entitlement process for the vacant land is currently underway. Our goal is to commence construction in spring 2026; however, this is subject to the city’s approval of our development application submitted in April 2024 and to securing the necessary financial resources. The Campus Lane Residential development project is now known as Blue Ridge at Suisun Valley (“Blue Ridge”). We own 100 % of 220 Campus Lane and Campus Lane Residential; therefore, we consolidated the financial statements of these companies after the acquisitions were completed on September 8, 2023. F-11 Table of Contents On January 1, 2024, the Operating Partnership acquired 100 % membership interest in GV Executive Center, LLC (“GVEC”), which owns an office building located in Fairfield, California known as “Green Valley Executive Center” from Patterson Real Estate Services LP (“PRES”), an affiliate of our Advisers, for a net purchase price of $ 8,703,127 , which was paid through issuance of 386,805.64 Series A preferred units of the Operating Partnership. The net acquisition price was determined based on the price paid for the building by the affiliate in August 2022 adjusted for the company’s other current assets and liabilities as of the acquisition date. The acquisition of GVEC was approved by our Independent Directors. On August 26, 2024, the Company 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. In connection with the agreement, the Company issued to Maxim’s affiliate in a private placement 13,300 shares of common stock, representing approximately 1 % of the Company’s outstanding stock. The common stock does not have any conversion rights. On January 30, 2025, the Company entered into a letter agreement with Outside The Box Capital Inc. (“OTB Capital”) to provide marketing and distribution services to communicate information about the Company. In connection with the agreement, the Company issued 8,583.70 shares of common stock to OTB Capital in a private placement. The common stock issued to OTB Capital does not have any conversion rights. On May 8, 2025, we formed a new wholly owned subsidiary, Innovate Napa, LLC (“Innovate Napa”), to enter into a master lease of a portion of the Main Street West Office Building in connection with the refinancing of the Main Street West loan. Our wholly owned subsidiary, MRC QRS, Inc. (“MRC QRS”), a qualified REIT subsidiary incorporated in Delaware on May 22, 2025, was formed to acquire and hold non-traded REIT shares. On August 4, 2025, the Company effected a 1-for- 10 Reverse Stock Split of its common stock, increasing the par value from $ 0.0001 per share to $ 0.001 per share. However, on the same date, the Company amended its charter to decrease the par value back to $ 0.0001 . The Reverse Stock Split did not change the number of authorized shares of common stock. Prior to the Reverse Stock Split, the Company had 16,760,978 shares of common stock outstanding. Immediately following the Reverse Stock Split (and after giving effect to the payment of cash in lieu of fractional shares), the Company had 1,675,776 shares of common stock outstanding. No fractional shares were issued as a result of the Reverse Stock Split. Stockholders entitled to receive a fractional share instead received a cash payment equal to the fraction of a share multiplied by the closing price of the Company’s common stock on The Nasdaq Capital Market on August 1, 2025, as adjusted for the Reverse Stock Split, without interest . All common share and per-share information in the accompanying consolidated financial statements and notes have been retroactively adjusted to reflect the Reverse Stock Split . As of June 30, 2025, we have raised approximately $ 125.44 million from our common stock public offerings (including $ 4.80 million from our Registered Offering and the concurrent private placement, and $ 1.50 million from the ATM offering), $ 18.74 million from our Series A preferred stock offering and $ 3.11 million from our Series B preferred stock offering pursuant to the Second Offering Circular. As of June 30, 2025, we have issued shares of common stock, Series A preferred stock and Series B preferred stock with gross proceeds of $ 15.56 million, $ 0.44 million and $ 0.01 million, respectively, under our dividend reinvestment plans (each a “DRIP” and together the “DRIPs”). Of the total shares issued by us as of June 30, 2025, approximately $ 14.28 million and $ 0.11 million, respectively, worth of shares of common stock and Series A preferred stock have been repurchased under our share repurchase program. As of June 30, 2025, we have 1,578,192.98 shares of common stock, 766,176.57 shares of Series A preferred stock and 116,112.32 shares of Series B preferred stock outstanding. NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Consolidation Policy The accompanying consolidated financial statements of the Company have been prepared in accordance with the instructions to Form 10-K and Regulation S-X. We follow the accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of our wholly owned consolidated subsidiaries and majority-owned controlled subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The assets and liabilities of each of the consolidated subsidiaries are separate from those of the Parent Company and the Operating Partnership. Consequently, the assets of the consolidated subsidiaries are not available to settle the obligations of the Parent Company or the Operating Partnership, and the obligations of the subsidiaries does not constitute obligations of the Parent Company or the Operating Partnership. F-12 Table of Contents Certain prior period information has been reclassified to conform to the current year end presentation. The reclassification has no effect on our consolidated balance sheet or the consolidated statement of operations as previously reported. Use of Estimates The preparation of consolidated financial statements requires management to make estimates and assumptions that affect reported asset values, liabilities, revenues, expenses and unrealized gains (losses) on investments during the reporting period. Material estimates are susceptible to change, and actual results could differ from those estimates. Variable Interest Entities We evaluate the need to consolidate our investments in securities in accordance with Accounting Standards Codification (“ASC”) 810. In determining whether we have a controlling interest in a variable interest entity and whether to consolidate the accounts of that entity, management considers factors such as ownership interest, authority to make decisions and contractual and substantive participating rights of the partners, as well as whether the entity is a variable interest entity for which we are the primary beneficiary. Refer to Note 7 for additional information . Cash, Cash Equivalents and Restricted Cash Our cash and cash equivalents represent current bank accounts and other bank deposits free of encumbrances and having maturity dates of three months or less from the respective dates of deposit. We limit cash investments to financial institutions with high credit standing; therefore, we believe our cash investments are not exposed to any significant credit risk. The restricted cash includes escrow accounts for real property taxes, insurance, capital expenditures and tenant improvements, and debt service and leasing costs held by lenders. These balances are insured by the Federal Deposit Insurance Corporation up to certain limits. Often, the cash balances held in financial institutions by us may exceed these insured limits. Restricted cash is subject to legal or contractual restrictions as to withdrawal or use, including restrictions that require the funds to be used for a specified purpose and restrictions that limit the purpose for which the funds can be used. Investment Income Receivable Investment income receivable represents dividends, distributions, and sales proceeds recognized in accordance with our revenue recognition policy but not yet received as of the date of the consolidated financial statements. We monitor and adjust our receivables, and those deemed to be uncollectible are written-off only after all reasonable collection efforts are exhausted. We believe, based on the credit worthiness of the obligors, that all investment income receivable balances outstanding as of June 30, 2025 and 2024, are collectible and do not require recording any uncollectible allowance . Rental, Reimbursement and Other Property Income We generate rental revenue by leasing office space and apartment units to a building’s tenants. These tenant leases fall under the scope of ASC Topic 842 and are classified as operating leases. Revenues from such leases are recognized on a straight-line basis over the terms of the lease agreements. During the year ended June 30, 2025, we recorded lease termination income of $ 3,000,000 due to an early lease termination by one of the tenants of our Satellite Place Office Building as a part of rental, reimbursement and other property income in the consolidated statements of operations. Rents and Other Receivables We will periodically evaluate the collectability of amounts due from tenants and maintain an allowance for doubtful accounts for estimated losses resulting from the inability of tenants to make required payments under lease agreements. We exercise judgment in establishing these allowances and consider payment history and current credit status of tenants in developing these estimates. As of June 30, 2025 and 2024, we recognized an allowance for doubtful accounts of $ 259,590 and $ 213,797 , respectively. F-13 Table of Contents Capital Pending Acceptance We conduct closings for new issuance of our Series A, Series B and Series C preferred stock and MRC Aurora preferred units twice per month and admit new stockholders effective beginning the first of each month. Subscriptions are effective only upon our acceptance. Any gross proceeds received from subscriptions which are not accepted as of the period-end are classified as capital pending acceptance in the consolidated balance sheets. We close our common stock ATM sales on a daily basis. As of June 30, 2025, capital pending acceptance related to our preferred stock was $ 13,411 and as of June 30, 2024, capital pending acceptance related to MRC Aurora preferred units was $ 297,000 . Organization and Offering Costs Organization costs include, among other things, the cost of legal services pertaining to the organization and incorporation of the business, incorporation fees, and audit fees relating to the public offerings and the initial statement of assets and liabilities. These costs are expensed as incurred. Offering costs include, among other things, legal fees and other costs pertaining to the preparation of the registration statements and pre and post-effective amendments. Offering costs incurred in connection with our offering circulars to sell the Series A, Series B and Series C preferred stock are classified as a reduction of equity . Income Taxes and Deferred Tax Liability The Parent Company has elected to be treated as a REIT for tax purposes under the Code and as a REIT, is not subject to federal income taxes on amounts that it distributes to the stockholders, provided that, on an annual basis, it generally distributes at least 90 % of its REIT taxable income (determined without regard to the dividends paid deduction and excluding any net capital gain) to the stockholders and meets certain other conditions. To the extent it satisfies the annual distribution requirement but distributes less than 100 % of its REIT taxable income, it will be subject to U.S. federal corporate income tax on its undistributed taxable income. In addition, it will be subject to a 4 % nondeductible excise tax if the actual amount that it pays to its stockholders in a calendar year is less than a minimum amount specified under U.S. federal tax laws. The Parent Company satisfied the annual dividend payment and other REIT requirements for the tax year ended December 31, 2024. Therefore, it did not incur any tax expense or excise tax on its income from operations during the quarterly periods within the tax year 2024. In addition, for the tax year 2025, the Parent Company intends to pay the requisite amounts of dividends during the year and meet other REIT requirements such that the Parent Company will not owe any income taxes. Therefore, the Parent Company did not record any income tax provisions during any fiscal periods within the tax year 2025. MacKenzie NY 2 is subject to corporate federal and state income tax on its taxable income at regular statutory rates. As of June 30, 2025, it did no t have any taxable income for tax year 2024 and 2025. Therefore, we did no t record any tax provisions during any fiscal periods within the tax year 2024 and 2025. MacKenzie Satellite is a qualified REIT subsidiary of the Parent Company. Therefore, it does no t file a separate tax return. The Operating Partnership is a limited partnership. Hollywood Hillview, MacKenzie Shoreline, Madison, PVT, 220 Campus Lane, Campus Lane Residential, GVEC and Innovate Napa are limited liability companies. First & Main, 1300 Main, Woodland Corporate Center Two, Main Street West, One Harbor Center, LP and Green Valley Medical Center, LP are limited partnerships. Accordingly, all income tax liabilities of these entities flow through to their partners, which, subject to the minority exceptions described in this document, ultimately is the Company. Therefore, no income tax provisions are recorded for these entities. We follow ASC 740, Income Taxes (“ASC 740”), to account for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the future tax liabilities attributable to the net unrealized investment gain (losses) on existing investments. In estimating future tax consequences, we consider all future events, other than enactments of changes in tax laws or rates. The effect on deferred tax assets and liabilities of a change in tax rates will be recognized as income or expense in the period of enactment. In addition, ASC 740 provides guidance for recognizing, measuring, presenting, and disclosing uncertain tax positions in the financial statements. As of June 30, 2025 and 2024, there were no uncertain tax positions. Management’s determinations regarding ASC 740 are subject to review and adjustment at a later date based upon factors including, but not limited to, an on-going analysis of tax laws, regulations and interpretations thereof. F-14 Table of Contents Subsequent Events Subsequent events are events or transactions that occur after the date of the consolidated balance sheets but before the date the consolidated financial statements are issued. Subsequent events that provide additional evidence about conditions that existed at the date of the consolidated balance sheets are considered in the preparation of the consolidated financial statements presented herein. Subsequent events that occur after the date of the consolidated balance sheets that do not provide evidence about the conditions that existed as of the date of the consolidated statements of changes in equity are considered for disclosure based upon their significance in relation to our consolidated financial statements taken as a whole. Fair Value of Financial Instruments Fair value estimates are made at discrete points in time based on relevant information. These estimates may be subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. We believe that the carrying amounts of our financial instruments, consisting of cash, restricted cash, investments income, rent and other receivables, prepaid expenses and other assets, mortgage notes payable, net, line of credit and notes payable, net, accounts payable and accrued liabilities, below-market lease liabilities, net, deferred rent and other liabilities and due to related entities, approximate the fair values of such items based on their nature, terms, and interest rates . Revenue Recognition Rental revenue, net of concessions, which is derived primarily from lease contracts and include rents that each tenant pays in accordance with the terms of each lease agreement, is recognized on a straight-line basis over the term of the lease, when collectability is determined to be probable. Minimum rent, including rental abatements, lease incentives, and contractual fixed increases attributable to operating leases are recognized on a straight-line basis over the term of the related leases when collectability is probable. Amounts expected to be received in later years are recorded as deferred rent receivable. If the lease provides for tenant improvements, we determine whether the tenant improvements, for accounting purposes, are owned by the tenant or the Company. When we are the owner of the tenant improvements, the tenant is not considered to have taken physical possession or have control of the physical use of the leased asset until the tenant improvements are substantially completed. When the tenant is the owner of the tenant improvements, any tenant improvement allowance (including amounts that can be taken in the form of cash or a credit against the tenant’s rent) that is funded is treated as a lease incentive and amortized as a reduction of rental revenue over the lease term. Tenant improvement ownership is determined based on various factors including, but not limited to: • whether the lease stipulates how a tenant improvement allowance may be spent; • whether the lessee or lessor supervises the construction and bears the risk of cost overruns; • whether the amount of a tenant improvement allowance is in excess of market rates; • whether the tenant or landlord retains legal title to the improvements at the end of the lease term; • whether the tenant improvements are unique to the tenant or general purpose in nature; and • whether the tenant improvements are expected to have any residual value at the end of the lease. In accordance with ASC Topic 842, we determine whether collectability of lease payments in an operating lease is probable. If we determine the lease payments are not probable of collection, we fully reserve for rent and reimbursement receivables, including deferred rent receivable, and recognize rental income on a cash basis. Distributions received from investments are evaluated by management and recorded as dividend income or a return of capital (reduction of investment) on the ex-dividend date. Operational dividends or distributions received from portfolio investments are recorded as investment income. Distributions resulting from the sale or refinance of an investee’s underlying assets are compared to the estimated value of the remaining assets and are recorded as a return of capital or as investment income as appropriate. Realized gains or losses on investments are recognized in the period of disposal, distribution, or exchange and are measured by the difference between the proceeds from the sale or distribution and the cost of the investment. Investments are disposed of on a first-in, first-out basis. Net change in unrealized gain (loss) reflects the net change in portfolio investment values during the reporting period, including the reversal of previously recorded unrealized gains or losses. F-15 Table of Contents Dividends and Distributions Dividends (and distributions, if any) to stockholders are recorded on the date of declaration. The amount, if any, to be paid as a quarterly dividend (or distribution, if any) is approved quarterly by the Board of Directors and is generally based upon management’s estimate of our earnings for the quarter. Fair Value Measurements GAAP establishes a hierarchical disclosure framework which prioritizes and ranks the level of market price observables used in measuring investments at fair value. Market price is impacted by a number of factors, including the type of investment and the characteristics specific to the investment. Investments with readily available actively quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observables and a lesser degree of judgment used in measuring fair value. Investments measured and reported at fair value are classified and disclosed in one of the following categories: Level I – Quoted prices are available in active markets for identical investments as of the reporting date. The type of investments included in Level I are publicly traded equity securities. We do not adjust the quoted price for these investments even in situations where we hold a large position and a sale could reasonably impact the quoted price. Level II – Price inputs are quoted prices for similar financial instruments in active markets; quoted prices for identical or similar financial instruments in markets that are not active; and model-derived valuations in which all significant inputs or significant value-drivers are observable in active markets. Investments which are generally included in this category are publicly traded equity securities with restrictions. Level III – Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. Fair values for these investments are estimated by management using valuation methodologies that consider a range of factors, including but not limited to the price at which the investment was acquired, the nature of the investment, local market conditions, trading values on public exchanges for comparable securities, current and projected operating performance, financial condition, and financing transactions subsequent to the acquisition of the investment. The inputs into the determination of fair value require significant judgment by management. Due to the inherent uncertainty of these estimates, these values may differ materially from the values that would have been used had an active market for these investments existed. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Management’s assessment of the significance of a particular input to the fair value measurement, in its entirety, requires judgment and considers factors specific to the investment. Valuation of Investments Our consolidated financial statements include investments that are measured at their estimated fair values in accordance with GAAP. Our valuation procedures are summarized below: Securities for which market quotations are readily available on an exchange will be valued at such price as of the closing price on the day closest to the valuation date. Where a security is traded but in limited volume, we may instead utilize the weighted average closing price of the security over the prior 10 trading days. We may value securities that do not trade on a national exchange by using published secondary market trading information. When doing so, we first confirm that GAAP recognizes the trading price as the fair value of the security. F-16 Table of Contents Securities for which reliable market data are not readily available or for which the pricing source does not provide a valuation or methodology or provides a valuation or methodology that, in the judgment of the Investment Adviser or Board of Directors, does not represent fair value, are valued as follows: (i) each portfolio company or investment is initially valued by the investment professionals responsible for the portfolio investment; (ii) preliminary valuation conclusions are documented and discussed with our senior management; and (iii) the Board of Directors will discuss valuations and determine the fair value of each investment in our portfolio in good faith based on the input of the Investment Adviser and, where appropriate and necessary, the respective third party valuation firms. The recommendation of fair value will generally be based on the following factors, as relevant: • the nature and realizable value of any collateral; • the portfolio company’s ability to make payments; • the portfolio company’s earnings and discounted cash flow; • the markets in which the issuer does business; and • comparisons to publicly traded securities. Securities for which market data is not readily available or for which a pricing source is not sufficient may include the following: • private placements and restricted securities that do not have an active trading market; • securities whose trading has been suspended or for which market quotes are no longer available; • debt securities that have recently gone into default and for which there is no current market; • securities whose prices are stale; • securities affected by significant events; and • securities that the Investment Adviser believes were priced incorrectly. Valuation of Real Property When property is owned directly, the valuation process includes a full review of the property financial information. An Argus model is created using all known data such as current rent rolls, escalators, expenses, market data in the area where the property is located, cap rates, discount rates, mortgages, interest rates, and other pertinent information. We estimate future leasing and costs associated, generally over a ten-year period, to determine the fair value of the property. Once the fair value is determined, and reviewed by the Board of Directors, a determination of whether any impairment is required is made and documented. In addition, we may obtain a third-party appraisal on directly owned properties. Determination of fair value involves subjective judgments and estimates and is reviewed by the Board of Directors. Accordingly, the notes to our consolidated financial statements will express the uncertainty of such valuations, and any change in such valuations, on our consolidated financial statements. Equity Securities We have minority and non-controlling equity investments in various limited partnerships and non-traded entities, which do not have readily determinable fair values. We do not have controlling interests in these entities. Thus, these investments have been recorded as investments in equity securities in accordance with ASC Topic 321, Investments – Equity Securities , and measured at fair value. The changes in the fair value of these investments are recorded in the consolidated statements of operations. F-17 Table of Contents Equity Method Investments with Fair Value Option Election We elected the fair value option of accounting for the investments listed below that would have otherwise been recorded under the equity method of accounting. The primary purpose of electing the fair value option was to enhance the transparency of our financial condition. Changes in the fair value of these investments, which are inclusive of equity in income, are recorded in the consolidated statements of operations during the period such changes occur. The below investments would have been accounted for under the equity method if the fair value method had not been elected as of June 30, 2025 and 2024: Investee Legal Form Asset Type % Ownership Fair Value as of June 30, 2025 Lakemont Partners, LLC Limited Liability Company LP Interest 17.02 % $ 711,740 Martin Plaza Associates, LP Limited Partnership GP and LP Interest 25.00 % 531,544 Westside Professional Center I, LP Limited Partnership GP Interest 1.00 % * 882,167 Total $ 2,125,451 Investee Legal Form Asset Type % Ownership Fair Value as of June 30, 2024 5210 Fountaingate, LP Limited Partnership LP Interest 9.92 % $ 4,950 Lakemont Partners, LLC Limited Liability Company LP Interest 17.02 % 791,990 Green Valley Medical Center, LP Limited Partnership GP Interest 1.00 % * 2,005,102 Martin Plaza Associates, LP Limited Partnership GP Interest 1.00 % * 465,053 Westside Professional Center I, LP Limited Partnership GP Interest 1.00 % * 1,436,171 Total $ 4,703,266 * The general partner has a 1 % partnership interest but is also entitled to profit sharing distributions ranging from 25 % to 50 % after certain thresholds are met. Lease Accounting Topic 842 In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02 Leases (Topic 842) (“ASU 2016-02”). Under ASU 2016-02, an entity is required to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing. ASU 2016-02 offers specific accounting guidance for a lessee, a lessor, and parties to sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to facilitate assessment the amount, timing, and uncertainty of cash flows arising from leases. In July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842): Targeted Improvements (“ASU 2018-11”). ASU 2018-11 provides lessors with a practical expedient to not separate lease and non-lease components if both (i) the timing and pattern of revenue recognition for the non-lease component and the related lease component are the same and (ii) the combined single lease component would be classified as an operating lease. We adopted the practical expedient as of July 1, 2019, to account for lease and non-lease components as a single component in lease contracts where we or one of our subsidiaries is the lessor. Our current portfolio consists of commercial office properties and residential apartment buildings whereby we generate rental revenue by leasing office space and apartment units to the building’s tenants. These tenant leases fall under the scope of Topic 842, and are classified as operating leases. Revenues from such leases are recognized on a straight-line basis over the terms of the lease agreements. Non-lease components of our leases are combined with the related lease components and accounted for as a single lease component under Topic 842. The balances of net real estate investments and related depreciation on our consolidated financial statements relate to assets for which we are the lessor . F-18 Table of Contents Real Estate Assets, Capital Additions, Depreciation and Amortization We capitalize costs, including certain indirect costs, incurred for capital additions, including redevelopment, development, and construction projects. We also allocate certain department costs, including payroll, at the corporate levels as “indirect costs” of capital additions, if such costs clearly relate to capital additions. We also capitalize interest, property taxes and insurance during periods in which redevelopment, development, and construction projects are in progress. Cost capitalization begins once the development or construction activity commences and ceases when the asset is ready for its intended use. Repair and maintenance and tenant turnover costs are expensed as incurred. Repair and maintenance and tenant turnover costs include all costs that do not extend the useful life of the real estate asset. Depreciation and amortization expense are computed on the straight-line method over the asset’s estimated useful life . We consider the period of future benefit of an asset to determine its appropriate useful life and anticipates the estimated useful lives of assets by class to be generally as follows: Buildings 16 – 45 years Building improvements 1 – 15 years Land improvements 5 – 15 years Furniture, fixtures and equipment 3 – 11 years In-place leases 1 – 10 years Assets and Liabilities Held for Sale We classify long-lived assets to be sold as held for sale in the period in which all of the following criteria are met: • Management, having the authority to approve the action, commits to a plan to sell the asset (disposal group); • The asset (disposal group) is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets (disposal groups); • An active program to locate a buyer and other actions required to complete the plan to sell the asset (disposal group) have been initiated; • The sale of the asset (disposal group) is probable, and transfer of the asset (disposal group) is expected to qualify for recognition as a completed sale within one year, except if events or circumstances beyond our control extend the period of time required to sell the asset or disposal group beyond one year; • The asset (disposal group) is being actively marketed for sale at a price that is reasonable in relation to its current fair value. The price at which a long-lived asset (disposal group) is being marketed is indicative of whether the entity currently has the intent and ability to sell the asset (disposal group). A market price that is reasonable in relation to fair value indicates that the asset (disposal group) is available for immediate sale, whereas a market price in excess of fair value indicates that the asset (disposal group) is not available for immediate sale; and • Actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. On the day that these criteria are met, we suspend depreciation on the investment properties held for sale, including depreciation for tenant improvements and additions, as well as on the amortization of acquired in-place leases. The investment properties and liabilities associated with those investment properties that are held for sale are classified separately on the consolidated balance sheets for the most recent reporting period and recorded at the lesser of the carrying value or fair value less costs to sell. F-19 Table of Contents Real Estate Purchase Price Allocations In accordance with the guidance for business combinations, upon the acquisition of real estate properties, we evaluate whether the transaction is a business combination or an asset acquisition. If the transaction does not meet the definition of a business combination, we record the assets acquired, the liabilities assumed, and any non-controlling interest as of the acquisition date, measured at their relative fair values. Acquisition-related costs are capitalized in the period incurred and are added to the components of the real estate assets acquired. We assess the acquisition-date fair values of all tangible assets, identifiable intangible assets, and assumed liabilities using methods similar to those used by independent appraisers (e.g., discounted cash flow analysis) and that utilize appropriate discount and/or capitalization rates and available market information. Estimates of future cash flows are based on several factors including historical operating results, known and anticipated trends, and market and economic conditions. The fair value of tangible assets of an acquired property considers the value of the property as if it was vacant. Intangible assets include the value of in-place leases, which represents the estimated fair value of the net cash flows of leases in place at the time of acquisition, as compared to the net cash flows that would have occurred had the property been vacant at the time of acquisition and subject to lease-up. We amortize the value of in-place leases to expense over the remaining non-cancelable term of the respective leases, which is on average five years . Estimates of the fair values of the tangible assets, identifiable intangibles and assumed liabilities require us to make significant assumptions to estimate market lease rates, property operating expenses, carrying costs during lease-up periods, discount rates, market absorption periods, prevailing interest rates, and the number of years the property will be held for investment. The use of inappropriate assumptions could result in an incorrect valuation of acquired tangible assets, identifiable intangible assets, and assumed liabilities, which could impact the amount of our net income (loss). Differences in the amount attributed to the fair value estimate of the various assets acquired can be significant based upon the assumptions made in calculating these estimates. Contingent Consideration in an Asset Acquisition Contingent consideration recognized is included in the initial cost of the assets acquired. Subsequent changes in the recorded amount of contingent consideration will generally be recognized as an adjustment to the cost basis of the acquired assets, in accordance with ASC 323-10-35-14a and ASC 360-10-30-1. The subsequent changes will be allocated to the acquired assets based on their relative fair value at the date of acquisition. Subsequent change in contingent consideration impacts the cost basis of acquired assets, which may also impact the statements of operations through subsequent accounting for the acquired asset. We are aware of diversity in practice regarding the subsequent treatment of the statement of operations effect of changes to the cost basis of the acquired assets. We generally believe the depreciation or amortization of these assets should be recognized as a cumulative “catch up” adjustment, as if the additional amount of consideration that is no longer contingent had been accrued from the outset of the arrangement. Leases Six of our properties, 1300 Main, Main Street West, Woodland Corporate Center, Green Valley Executive Center, One Harbor Center and Green Valley Medical Center had solar equipment leases in place at the time of our acquisition. Therefore, these existing solar leases were reassessed at the acquisition date and were recorded as finance leases in accordance with ASC 842. We record leases on the consolidated balance sheets in the form of a lease liability for the present value of future minimum payments under the lease terms and a right-of-use asset equal to the lease liability adjusted for items such as deferred or prepaid rent, lease incentives, and any impairment of the right-of-use asset. The discount rate used in determining the lease liability is based upon incremental borrowing rates that we could obtain for similar loans as of the date of commencement or renewal. We do not record leases on the consolidated balance sheets that are classified as short term (less than one year). At lease inception, we determine the lease term by considering the minimum lease term and all optional renewal periods that are reasonably certain to be exercised. The lease term is also used to calculate straight-line rent expense. The depreciable life of leasehold improvements is limited by the estimated lease term, including renewals if they are reasonably certain to be exercised. Our leases do not contain residual value guarantees or material variable lease payments that will impact our ability to pay dividends or cause us to incur additional expenses. The amortization of the right-of-use asset arising from finance leases is expensed through depreciation and amortization expense and the interest on the related lease liability is expensed through interest expense on our consolidated statements of operations. F-20 Table of Contents Impairment of Real Estate Assets We continually monitor events and changes in circumstances that could indicate that the carrying value of our real estate and related intangible assets may not be recoverable. When indicators of potential impairment emerge, we assess whether we will recover the carrying value of the asset through its undiscounted future cash flows and its eventual disposition. Based on this assessment, if we do not believe that we will recover the carrying value of the real estate and related intangible assets, we will record an impairment loss to the extent that the carrying value exceeds the estimated fair value of the real estate and related intangible assets . During the year ended June 30, 2025, we recorded an impairment loss of $ 9,500,167 , with respect to our Main Street West Office Building due to an early lease termination by the anchor tenant and maturity default of the debt secured by the property. We utilized the inputs from a recent third-party appraisal and potential new leases to estimate the fair value of the property to determine the impairment amount. We consider these inputs as Level 3 measurements within the fair value hierarchy. Stock-based Compensation ASC 718, Stock-based Compensation , requires generally that all equity awards granted to employees and consultants be accounted for at fair value. This fair value is measured at grant date for stock settled awards, and at subsequent exercise or settlement for cash-settled awards. Under this method, we recorded the 13,300 shares of common stock issued to Maxim discussed in Note 1 at fair value as compensation for services rendered to the Company. The fair value is computed based on the trading price of the common stock on the OTCQX capital market at the grant date of August 26, 2024. Additionally, we recorded the 8,583.70 shares of common stock issued to OTB Capital discussed in Note 1 at fair value in consideration for their marketing and distribution services. The fair value is computed based on the public trading price of the common stock at the grant date of February 3, 2025. Recent Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, Segment Reporting – Improvements to Reportable Segments Disclosures (“ASU 2023-07”), to enhance reportable segment disclosure requirements, primarily through increased disclosures about significant segment expenses. This ASU requires that a public entity disclose, on an annual and interim basis, significant segment expenses that are regularly provided to an entity’s CODM, a description of other segment items by reportable segment, and any additional measures of a segment’s profit or loss used by the CODM when deciding how to allocate resources. The amendment is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and should be applied retrospectively to all periods presented. The Company adopted ASU 2023-07 effective June 30, 2025, for the annual period beginning July 1, 2024. While the adoption has no impact on our consolidated financial statements, it has resulted in incremental disclosures within the footnotes to our consolidated financial statements. Refer to Note 16 for the inclusion of the new required disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes – Improvements to Income Tax , to enhance the transparency and decision usefulness of income tax disclosures, primarily related to rate reconciliation and income taxes paid information. The amendment is effective for annual periods beginning after December 15, 2024, and should be applied on a prospective basis, with the option to apply retrospectively. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. We are currently evaluating the impact of adopting these amendments on our consolidated financial statements. In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses . The ASU’s purpose is to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (such as cost of sales, SG&A, and research and development). This ASU is effective for the Company’s annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the impact of this ASU on our consolidated financial statements. F-21 Table of Contents NOTE 3 – INVESTMENTS IN REAL ESTATE The following tables provide summary information regarding our operating properties, which are owned through our subsidiaries. The ownership interest shown below is the percentage of the property owned by the subsidiary, not the percentage of the subsidiary owned by the Parent Company or the Operating Partnership . Consolidated Operating Properties Property Name: Commodore Apartments The Park View Apartments Hollywood Apartments Shoreline Apartments Property Owner: Madison-PVT Partners LLC PVT-Madison Partners LLC PT Hillview GP, LLC MacKenzie BAA IG Shoreline LLC Location: Oakland, CA Oakland, CA Hollywood, CA Concord, CA Number of Tenants: 47 37 47 78 Year Built: 1912 1929 1917 1968 Ownership Interest: 100 % 100 % 100 % 100 % Property Name: Satellite Place Office Building First & Main Office Building 1300 Main Office Building Woodland Corporate Center Property Owner: MacKenzie Satellite Place Corp. First & Main, LP 1300 Main, LP Woodland Corporate Center Two, LP Location: Duluth, GA Napa, CA Napa, CA Woodland, CA Number of Tenants: 4 9 8 13 Year Built: 2002 2001 2020 2004 Ownership Interest: 100 % 100 % 100 % 100 % Property Name: Main Street West Office Building 220 Campus Lane Office Building Green Valley Executive Center One Harbor Center Property Owner: Main Street West, LP 220 Campus Lane, LLC GV Executive Center, LLC One Harbor Center, LP Location: Napa, CA Fairfield, CA Fairfield, CA Suisun, CA Number of Tenants: 8 7 16 12 Year Built: 2007 1990 2006 2001 Ownership Interest: 100 % 100 % 100 % 100 % Property Name: Green Valley Medical Center Property Owner: Green Valley Medical Center, LP Location: Fairfield, CA Number of Tenants: 14 Year Built: 2002 Ownership Interest: 100 % The following table presents the purchase price allocation of real estate asset acquired during the year ended June 30, 2025 based on asset acquisition accounting . Property Name: Green Valley Medical Center Acquisition Date: August 1, 2024 Purchase Price Allocation Land $ 1,582,517 Building 9,469,081 Site Improvements 705,581 Tenant Improvements 518,070 Lease In Place 556,019 Leasing Commissions 231,042 Legal & Marketing Lease Up Costs 90,214 Solar Finance Lease 600,000 Total capital assets acquired 13,752,525 Net leasehold liability ( 74,271 ) Total capital assets acquired, net $ 13,678,254 The total depreciation expense of our operating properties for the years ended June 30, 2025 and 2024 was $ 7,902,429 and $ 5,109,524 , respectively . F-22 Table of Contents Operating Leases: Our real estate assets are leased to tenants under operating leases that contain varying terms and expirations. The leases may have provisions to extend the lease agreements, options for early termination after paying a specified penalty and other terms and conditions as negotiated. We retain substantially all the risks and benefits of ownership of the real estate assets leased to tenants. Generally, upon the execution of a lease, we do not require a security deposit from tenants on our commercial real estate properties, depending upon the terms of the respective leases and the creditworthiness of the tenants. Even when required, security deposits generally are not significant amounts. Therefore, exposure to credit risk exists to the extent that a receivable from a tenant exceeds the amount of the security deposit. Security deposits received in cash related to tenant leases are included in other accrued liabilities in the accompanying consolidated balance sheets and were immaterial as of June 30, 2025 and 2024 . The following table presents the components of income from real estate operations for the year ended June 30, 2025 and 2024: Year Ended June 30, 2025 2024 Lease income - Operating leases $ 20,781,843 $ 14,755,307 Variable lease income (1) 1,278,000 980,796 $ 22,059,843 $ 15,736,103 (1) Primarily includes tenant reimbursements for utilities and common area maintenance. As of June 30, 2025, the future minimum rental income from our real estate properties under non-cancelable operating leases are as follows: Year ended June 30, : Rental Income 2026 $ 10,845,093 2027 8,110,057 2028 6,615,387 2029 5,165,968 2030 3,184,029 Thereafter 8,935,362 Total $ 42,855,896 Lease Intangibles, Above-Market Lease Assets and Below-Market Lease Liabilities, Net As of June 30, 2025 and 2024, our acquired lease intangibles, above-market lease assets, and below-market lease liabilities were as follows: As of June 30, 2025 Lease Intangibles Above-Market Lease Assets Below-Market Lease Liabilities Cost $ 12,316,603 $ 824,869 $ 2,914,037 Accumulated amortization ( 7,698,820 ) ( 430,744 ) ( 2,180,537 ) Accumulated impairment loss ( 121,974 ) ( 4,440 ) ( 29,855 ) Total $ 4,495,809 $ 389,685 $ 703,645 Weighted average amortization period (years) 4.8 4.6 4.8 F-23 Table of Contents As of June 30, 2024 Lease Intangibles Above-Market Lease Assets Below-Market Lease Liabilities Cost $ 10,738,744 $ 702,254 $ 2,717,150 Accumulated amortization ( 4,168,692 ) ( 226,628 ) ( 1,432,318 ) Total $ 6,570,052 $ 475,626 $ 1,284,832 Weighted average amortization period (years) 4.8 4.6 4.8 Our amortization of lease intangibles, above-market lease assets and below-market lease liabilities for the year ended June 30, 2025, were as follows: Lease Intangibles Above-Market Lease Assets Below-Market Lease Liabilities Amortization $ 3,530,128 $ 204,116 $ ( 748,219 ) Our amortization of lease intangibles, above-market lease assets and below-market lease liabilities for the year ended June 30, 2024, were as follows: Lease Intangibles Above-Market Lease Assets Below-Market Lease Liabilities Amortization $ 2,043,893 $ 155,975 $ ( 495,742 ) The following table provides the projected amortization expense and adjustments to revenue from tenants for intangible assets and liabilities for the next five years: Year Ended June 30, 2026 2027 2028 2029 2030 Thereafter In-place leases, to be included in amortization $ 1,648,568 $ 991,723 $ 582,709 $ 433,500 $ 339,144 $ 500,165 Above-market lease intangibles $ 133,134 $ 99,803 $ 53,296 $ 43,298 $ 36,175 $ 23,979 Below-market lease liabilities ( 280,958 ) ( 190,660 ) ( 95,285 ) ( 65,768 ) ( 35,080 ) ( 35,894 ) $ ( 147,824 ) $ ( 90,857 ) $ ( 41,989 ) $ ( 22,470 ) $ 1,095 $ ( 11,915 ) NOTE 4 – INVESTMENTS The following table summarizes the composition of our equity method investments with fair value option election and other equity securities at fair value as of June 30, 2025 and 2024. On the consolidated balance sheets, these investments are reflected in two separate lines: (i) investments at fair value, which are classified as equity securities under ASC Topic 321, and (ii) equity method investments with fair value option election. Fair Value Fair Value Asset Type June 30, 2025 June 30, 2024 Non Traded Companies $ 1,749,528 $ 1,341,164 GP Interests (Equity method investment with fair value option election) 1,213,711 3,906,326 LP Interests (Equity method investment with fair value option election) 911,740 796,940 Total $ 3,874,979 $ 6,044,430 During the year ended June 30, 2025, we realized a total net gain of $ 132,434 from four investment liquidations and disposals (Blackstone Real Estate Income Trust, Inc., Highlands REIT, Inc., National Healthcare Properties, Inc., and 5210 Fountaingate, LP). During the year ended June 30, 2024, we realized a total net loss of $ 3,016,772 from five investment liquidations and disposals (Citrus Park Hotel Holdings, LLC, Highland REIT, Inc., SmartStop Self Storage REIT, Inc., Strategic Realty Trust, Inc., and Summit Healthcare REIT, Inc.) and two investment write-offs (BP3 Affiliates, LLC and Capitol Hill Partners, LLC). F-24 Table of Contents The following table presents fair value measurements of our investments as of June 30, 2025 and 2024, according to the fair value hierarchy: As of June 30, 2025 Asset Type Total Level I Level II Level III Non Traded Companies $ 1,749,528 $ - $ - $ 1,749,528 GP Interests 1,213,711 - - 1,213,711 LP Interests 911,740 - - 911,740 Total $ 3,874,979 $ - $ - $ 3,874,979 As of June 30, 2024 Asset Type Total Level I Level II Level III Non Traded Companies $ 1,341,164 $ - $ - $ 1,341,164 GP Interests 3,906,326 - - 3,906,326 LP Interests 796,940 - - 796,940 Total $ 6,044,430 $ - $ - $ 6,044,430 The following is a reconciliation of the beginning and ending balances for investments measured at fair value on a recurring basis using significant unobservable inputs (Level III of the fair value hierarchy) for the year ended June 30, 2025: Balance at July 1, 2024 $ 6,044,430 Purchases of investments 1,383,597 Transfer to Investments in Real Estate ( 2,627,725 ) Proceeds from sales, net ( 962,721 ) Net realized gain 132,434 Net unrealized gain ( 95,036 ) Ending balance at June 30, 2025 $ 3,874,979 For the year ended June 30, 2025, net change in unrealized losses included in earnings relating to Level III investments still held at June 30, 2025 were $ 2,680,923 . The following is a reconciliation of the beginning and ending balances for investments measured at fair value on a recurring basis using significant unobservable inputs (Level III of the fair value hierarchy) for the year ended June 30, 2024: Balance at July 1, 2023 $ 22,148,980 Purchases of investments 1,062,163 Transfer to Investments in Real Estate ( 3,892,813 ) Proceeds from sales, net ( 10,564,732 ) Return of capital distributions ( 938,296 ) Net realized loss ( 3,016,772 ) Net unrealized gain 1,245,900 Ending balance at June 30, 2024 $ 6,044,430 For the year ended June 30, 2024, net change in unrealized losses included in earnings relating to Level III investments still held at June 30, 2024 were $ 1,215,172 . F-25 Table of Contents The following table shows quantitative information about significant unobservable inputs related to the Level III fair value measurements used at June 30, 2025: Asset Type Fair Value Primary Valuation Techniques Unobservable Inputs Used Range Weighted Average Non Traded Companies $ 1,749,528 Market Activity Acquisition cost Security sales Secondary market industry publication Estimated Liquidation Value Sponsor provided value GP Interests 1,213,711 Direct Capitalization Method Capitalization rate 6.3 % - 6.5 % 6.4 % Discount rate 6.8 % - 7.0 % 6.9 % LP Interests 711,740 Discounted Cash Flow Discount rate 7.0 % 7.0 % LP Interests 200,000 Market Activity Acquisition cost $ 3,874,979 The following table shows quantitative information about significant unobservable inputs related to the Level III fair value measurements used at June 30, 2024: Asset Type Fair Value Primary Valuation Techniques Unobservable Inputs Used Range Weighted Average Non Traded Companies $ 1,341,164 Market Activity Secondary market industry publication Acquisition cost GP Interests 3,906,326 Direct Capitalization Method Capitalization rate 6.3 % - 6.5 % 6.3 % Discount rate 6.8 % - 7.0 % 7.0 % LP Interests 791,990 Discounted Cash Flow Discount rate 7.0 % 7.0 % LP Interests 4,950 Estimated Liquidation Value Sponsor provided value $ 6,044,430 Summarized Financial Statements for Equity Method Investments (Fair Value Option) Our investments in securities are generally in small and mid-sized companies in a variety of industries. In accordance with the Rule 8-03(b)(3) of Regulation S-X applicable for smaller reporting companies, we must determine which of our equity method investments measured at fair value under the Fair Value Option are considered “significant”, if any. Regulation S-X mandates the use of three different tests to determine if any of our investments are considered significant investments: the investment test, the asset test, and the income test. The rule requires summarized financial statements for any significant equity method investments in an annual and interim report if any of the three tests exceed 20%. In addition to the SEC rules, ASC 323-10-50-3(c) requires summarized financial statements of our equity method investments, including those reported under the fair value option, if they are material individually or in aggregate. None of our equity method investments accounted under the fair value option were determined to be individually significant under any of the tests as of June 30, 2025. Furthermore, our equity method investments accounted under the fair value option in aggregate were not material as of June 30, 2025. Unconsolidated Significant Subsidiaries In accordance with SEC Rules 3-09 and 4-08(g) of Regulation S-X, we must determine which of our investments in securities are considered “significant subsidiaries”, if any. Regulation S-X mandates the use of three different tests to determine if any of our controlled investments are significant subsidiaries: the investment test, the asset test, and the income test. Rule 3-09 of Regulation S-X requires separate audited financial statements for any unconsolidated majority-owned subsidiary in an annual report if any of the three tests exceed 20%. Rule 4-08(g) of Regulation S-X requires summarized financial information in an annual report if any of the three tests exceeds 10%. F-26 Table of Contents As of June 30, 2025 and 2024, none of our investments in securities were considered unconsolidated significant subsidiaries under the SEC rules described above. NOTE 5 – REAL ESTATE ACQUISITIONS AND HELD FOR SALE A s discussed in Note 1, on August 1, 2024, the Operating Partnership completed the acquisition of 100 % limited partnership interest in Green Valley Medical Center,LP for a total purchase price of $ 3,004,194 , of which $ 2,712,194 was paid through the issuance of 120,541.96 Series A preferred units of the Operating Partnership. Assets and Liabilities Held for Sale In August 2024 , the Company decided to list Hollywood Apartments for sale and determined the property met the criteria to be classified as held for sale. However, in February 2025, management decided to discontinue marketing the property for sale and opted to retain ownership and continue operations. As a result, it no longer qualifies as held for sale. NOTE 6 – LEASES Lessee Arrangements As discussed in Note 2, we acquired six partnerships which had solar equipment leases in place. We reassessed the leases as of the acquisition date and recorded them as finance leases in accordance with ASC 842. Our leases have remaining terms of 3.17 to 7.75 years. Right-of-use assets and lease liabilities by lease type, and the associated balance sheet classifications, are as follows: Balance Sheet Classification June 30, 2025 June 30, 2024 Right-of-use assets: Finance leases Real estate assets, net $ 1,904,883 $ 1,799,962 Lease liabilities: Finance leases Finance lease liabilities $ 2,253,875 $ 1,887,984 We have included these leases in real estate assets , net as follows: June 30, 2025 June 30, 2024 Building, fixtures and improvements $ 2,622,675 $ 2,022,675 Accumulated depreciation ( 717,792 ) ( 222,713 ) Real estate assets, net $ 1,904,883 $ 1,799,962 Lease Expense The components of total lease cost were as follows for the years ended June 30, 2025 and 2024: Year ended June 30, 2025 2024 Finance lease cost Right-of-use asset amortization $ 495,079 $ 180,659 Interest expense 114,723 40,594 Total lease cost $ 609,802 $ 221,253 F-27 Table of Contents Lease Obligations Future undiscounted lease payments for finance leases with initial terms of one year or more are as follows: Fiscal Year Ending June 30, : Finance Leases 2026 $ 378,742 2027 388,783 2028 399,268 2029 563,133 2030 504,940 Thereafter 406,425 Total undiscounted lease payments 2,641,291 Less: Imputed interest ( 387,416 ) Net lease liabilities $ 2,253,875 Supplemental Lease Information June 30, 2025 June 30, 2024 Finance lease weighted average remaining lease term (years) 5.32 years 5.83 years Finance lease weighted average discount rate 5.0 % 5.0 % Cash paid for amounts included in the measurement of lease liabilities Financing cash flows from finance leases $ 234,109 $ 104,416 Right-of-use assets obtained in exchange for new finance lease liabilities $ 600,000 $ 1,363,980 NOTE 7 – VARIABLE INTEREST ENTITIES A variable interest in a variable interest entity (“VIE”) is an investment or other interest that will absorb portions of the VIE’s expected losses and/or receive portions of the VIE’s expected residual returns. Our variable interests in VIEs include limited partnership interests. VIEs sometimes finance the purchase of assets by issuing limited partnership interests that are either collateralized by or indexed to the assets held by the VIE. The enterprise with a controlling financial interest in a VIE is known as the primary beneficiary and consolidates the VIE. We determine whether we are the primary beneficiary of a VIE by performing an analysis that principally considers: (a) which variable interest holder has the power to direct activities of the VIE that most significantly impact the VIE’s economic performance; (b) which variable interest holder has the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE; (c) the VIE’s purpose and design, including the risks the VIE was designed to create and pass through to its variable interest holders; (d) the VIE’s capital structure; (e) the terms between the VIE and its variable interest holders and other parties involved with the VIE; and (f) related-party relationships. We reassess our evaluation of whether an entity is a VIE when certain reconsideration events occur. We reassess our determination of whether we are the primary beneficiary of a VIE on an ongoing basis based on current facts and circumstances. Nonconsolidated VIEs As of June 30, 2025 and 2024, one and two of our unconsolidated VIEs, respectively, include interests in limited partnerships and limited liability companies. We have determined that the Company is not the primary beneficiary of these entities because the managing partner or member of each of these VIEs has the power to direct the activities that most significantly affect the VIE’s economic performance. Accordingly, these VIEs have not been consolidated with us, and they have been reported as equity method investments at fair value in the June 30, 2025 and 2024, consolidated balance sheets. F-28 Table of Contents The table below presents a summary of the nonconsolidated VIEs in which we hold variable interests: Total Nonconsolidated VIEs As of June 30, 2025 As of June 30, 2024 Fair value of investments in VIEs $ 711,740 $ 796,940 Carrying value of variable interests - assets $ 861,710 $ 867,358 Maximum Exposure to Loss: Limited Partnership Interest $ 861,710 $ 867,358 Our exposure to the obligations of VIEs is generally limited to the carrying value of the limited partnership interests in these entities. NOTE 8 – RELATED PARTY TRANSACTIONS Advisory Agreements Effective January 1, 2021: As discussed in Note 1, on January 26, 2021, our Board of Directors approved, effective January 1, 2021, two advisory agreements, an Advisory Management Agreement with the Real Estate Adviser and the Amended and Restated Investment Advisory Agreement with the Investment Adviser. The terms of the Advisory Management Agreement with the Real Estate Adviser provide that we will continue to pay an Asset Management Fee on essentially the same terms as we were paying the Investment Adviser prior to 2021, namely based upon a percentage of Invested Capital ( 3 % of the first $ 20 million, 2 % of the next $ 80 million, and 1.50 % over $ 100 million). Invested Capital is equal to the amount calculated by multiplying the total number of outstanding shares of common stock, shares of preferred stock, and the partnership units (units in our operating partnership issued by us and held by persons other than us) issued by us by the price paid for each or the value ascribed to each in connection with their issuance. The Advisory Management Agreement also provides for a 2.50 % Acquisition Fee on new (non-security) purchases, subject to certain limitations designed to eliminate incentives to “churn” our assets. The new Advisory Management Agreement also provides for an incentive management fee that is equal to 15 % of all distributions once shareholders have received cumulative distributions equal to 6 % from the effective date of the Agreement. The Investment Adviser will receive an annual fee equal to $ 100 for providing the investment advice to us as to our securities portfolio under the Amended and Restated Investment Advisory Agreement. During the years ended June 30, 2025 and 2024 , we incurred asset management fees of $ 3,449,487 and $ 3,224,834 , respectively . The asset management fees mentioned above were based on the following quarter ended Invested Capital segregated in three columns based on the annual fee rate: Asset Management Fee Annual % 3.0% 2.0% 1.5% Total Invested Capital Quarter ended: September 30, 2024 $ 20,000,000 $ 80,000,000 $ 81,925,868 $ 181,925,868 December 31, 2024 $ 20,000,000 $ 80,000,000 $ 82,656,576 $ 182,656,576 March 31, 2025 $ 20,000,000 $ 80,000,000 $ 84,816,443 $ 184,816,443 June 30, 2025 $ 20,000,000 $ 80,000,000 $ 87,749,115 $ 187,749,115 Quarter ended: September 30, 2023 $ 20,000,000 $ 80,000,000 $ 64,229,944 $ 164,229,944 December 31, 2023 $ 20,000,000 $ 80,000,000 $ 64,735,338 $ 164,735,338 March 31, 2024 $ 20,000,000 $ 80,000,000 $ 74,236,629 $ 174,236,629 June 30, 2024 $ 20,000,000 $ 80,000,000 $ 78,833,574 $ 178,833,574 During the years ended June 30, 2025 and 2024, we did no t incur or accrue any incentive management fee under the new Advisory Management Agreement. F-29 Table of Contents Property Management and Leasing Services: When we acquired the Wiseman Properties on May 6, 2022, our Real Estate Adviser’s newly formed wholly owned subsidiary − Wiseman Company Management, LLC, which is now known as Wiseman Commercial, Inc. (“Wiseman Commercial”) − purchased the property management and leasing services rights from Wiseman. As a result, effective as of the acquisition date, Wiseman Commercial has been providing property management and leasing services to the Wiseman Partnerships under the pre-existing agreements. Since the acquisition of these service rights, there have been no changes to the terms of the management services agreements with these limited partnerships. In addition, Wiseman Commercial also provides the property management and leasing services to 220 Campus Lane under a similar term as the Wiseman Partnerships. During the year ended June 30, 2025, these Wiseman Commercial managed limited partnerships paid total property management fees of $ 771,574 and total leasing commissions of $ 567,783 to Wiseman Commercial. In addition, during the year ended June 30, 2025, eleven of the limited partnerships also paid $ 1,549,793 to Wiseman Commercial for direct operating costs and construction of tenant improvements. During the year ended June 30, 2024, these Wiseman Commercial managed limited partnerships paid total property management fees of $ 596,268 and total leasing commissions of $ 489,571 to Wiseman Commercial. In addition, during the year ended June 30, 2024, eleven of the limited partnerships also paid $ 1,702,616 to Wiseman Commercial for direct operating costs and construction of tenant improvements. Organization and Offering Costs Reimbursement: As detailed in the Offering Circular, which terminated on November 1, 2024, offering costs incurred and paid by us in excess of $ 825,000 (excluding legal fees) in connection with the preferred stock offering were reimbursable by the Advisers. If broker fees of 10 % were not incurred during the issuance of preferred stock, the resulting savings could be applied to marketing expenses or other non-cash compensation. In such cases, the broker fee savings increased the reimbursement threshold from the Advisers. As of the termination date, we had incurred total offering costs of $ 1,465,754 (excluding legal fees), of which $ 1,443,519 was paid by MacKenzie on our behalf in connection with the preferred stock offering. The total offering costs exceeded the reimbursement threshold, including the broker fee savings, by $ 328,970 . This amount was fully reimbursed by the Advisers as of June 30, 2024. Similarly, under our Second Offering Circular, which the SEC qualified on January 29, 2025, offering costs incurred and paid by us in excess of $ 825,000 (excluding legal fees) in connection with the preferred stock offering are reimbursable by the Advisers. If broker fees of 10 % are not incurred during the issuance of the preferred shares, the resulting savings may be applied to marketing expenses or other non-cash compensation. In such cases, the broker fee savings increase the reimbursement threshold from the Advisers. As of June 30, 2025, we had incurred total offering costs of $ 61,023 (excluding legal fees), of which $ 44,023 was paid by MacKenzie on our behalf in connection with the preferred stock offering. The total offering costs incurred were below the reimbursable threshold as of that date. Administration Agreement: Under the Administration Agreement, we reimburse MacKenzie for its allocable portion of overhead and other expenses it incurs in performing its obligations under the Administration Agreement, including furnishing us with office facilities, equipment and clerical, bookkeeping and record keeping services at such facilities, as well as providing us with other administrative services, subject to the independent directors’ approval. In addition, we reimburse MacKenzie for the fees and expenses associated with performing compliance functions, and its allocable portion of the compensation of our Chief Financial Officer, Chief Compliance Officer, Director of Accounting and Financial Reporting, and any administrative support staff. Since November 1, 2018, MacKenzie has provided transfer agent services, with the out-of-pocket costs incurred by MacKenzie being reimbursed by us. No fee (only cost reimbursement) is paid to MacKenzie for this service. Effective March 5, 2024, to comply with Nasdaq listing requirements, we hired Securities Transfer Corporation, a third-party transfer agent, to provide these services for our common and Series B preferred stock. However, effective September 30, 2024, Computershare Limited, another third-party transfer agent, took over as transfer agent for our common stock. The administrative cost reimbursements for the years ended June 30, 2025 and 2024 were $ 669,855 and $ 756,733 , respectively. The transfer agent services cost reimbursements for the years ended June 30, 2025 and 2024 were $ 6,145 and $ 66,267 , respectively. F-30 Table of Contents The table below outlines the related party expenses incurred for the years ended June 30, 2025 and 2024, and unpaid as of June 30, 2025 and 2024. Year ended Unpaid as of Types and Recipient June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024 Asset management fees- the Real Estate Adviser $ 3,449,487 $ 3,224,834 $ - $ - Administrative cost reimbursements- MacKenzie 669,855 756,733 - - Asset acquisition fees- the Real Estate Adviser (1) 292,000 1,075,048 - - Transfer agent cost reimbursements - MacKenzie 6,145 66,267 - - Organization & Offering Cost (2) - MacKenzie 49,680 102,871 49,680 79,632 Other expenses (3) - MacKenzie and Subsidiary’s GPs - - 118,084 91,987 Due to related entities $ 167,764 $ 171,619 (1) Asset acquisition fees paid to the Real Estate Adviser were capitalized as a part of the real estate basis in accordance with our policy. The acquisition fee paid during the year ended June 30, 2025 was for the acquisition of Green Valley Medical Center in August 2024. The acquisition fee paid during the year ended June 30, 2024 was for the acquisition of 220 Campus Lane Office Building and Campus Lane Land in September 2023, Green Valley Executive Center in January 2024 and One Harbor Center in May 2024. (2) Offering costs paid by MacKenzie - discussed in this Note under organization and offering costs reimbursements. (3) Expenses paid by MacKenzie and General Partner of a subsidiary on behalf of us and subsidiary. NOTE 9 – MARGIN LOANS We have a brokerage account through which we buy and sell publicly traded securities. The provisions of the account allow us to borrow on certain securities held in the account and to purchase additional securities based on the account equity (including cash). Amounts borrowed are collateralized by the securities held in the account and bear interest at a negotiated rate payable monthly. Securities pledged to secure margin balances cannot be specifically identified as a portion of all securities held in a brokerage account are used as collateral. As of June 30, 2025 and 2024, we had no margin credit available for cash withdrawal or the ability to purchase in additional securities. Accordingly, as of June 30, 2025 and 2024, there was no amount outstanding under this short-term credit line. NOTE 10 – MORTGAGE NOTES PAYABLE, NOTES PAYABLE AND DEBT GUARANTY Madison and PVT Notes Payable On February 26, 2021, Madison and PVT obtained mortgage loans from First Republic Bank in the amounts of $ 6,737,500 and $ 8,387,500 , respectively, both at a fixed interest rate of 3 % per annum through April 1, 2026. Effective May 1, 2026, interest rates will be the average of the twelve most recently published yields on U.S. Treasury securities adjusted a constant maturity of one year as published by the Federal Reserve System in the Statistical Release H.15 plus 2.75 % per annum. The loans were obtained to finance the acquisition of the Commodore Apartments and The Park View Apartments, which are located in Oakland, California. The loans mature on April 1, 2031 and are cross-collateralized by both properties owned by Madison and PVT. The loan requires interest-only monthly payments through April 1, 2026, and beginning May 1, 2026, monthly payments of principal and interest are due based on 360 months of amortization period. The remaining unpaid principal balance is due at maturity date. Accordingly, as of both June 30, 2025 and 2024, the outstanding balances of the loans were $ 6,737,500 for the Madison mortgage loan and $ 8,387,500 for the PVT mortgage loan. The mortgage notes payable balances are disclosed as a part of the mortgage notes payable, net in the consolidated balance sheets. F-31 Table of Contents The following table provides the projected principal payments on Madison’s loan for the next five years: Fiscal Year Ending June 30, : Principal 2026 $ 47,849 2027 286,731 2028 282,865 2029 281,354 2030 278,698 Thereafter 5,560,003 Total $ 6,737,500 The following table provides the projected principal payments on PVT’s loan for the next five years: Fiscal Year Ending June 30, : Principal 2026 $ 5,716 2027 82,415 2028 86,637 2029 94,281 2030 100,899 Thereafter 8,017,552 Total $ 8,387,500 PT Hillview Notes Payable On October 4, 2021, PT Hillview entered into a loan agreement with Ladder Capital Finance in the amount of $ 17,500,000 . The annual interest rate was equal to the greater of (i) a floating rate of interest equal to 5.50 % plus LIBOR, and (ii) 5.75 %. The loan was obtained to finance the acquisition of Hollywood Apartments. The loan was secured by Hollywood Apartments and has an initial maturity date of October 6, 2023 , which could be extended for two successive 12 -month terms. On August 14, 2023, PT Hillview exercised the first extension option to extend the term of the loan to October 6, 2024 . The loan required interest-only monthly payments with the principal balance due at maturity date. Interest was due based on a 360 -day amortization period. Accordingly, the outstanding balance as of June 30, 2024 was $ 17,500,000 , which was disclosed as a part of the mortgage notes payable, net in the consolidated balance sheets. PT Hillview also entered into an interest rate cap agreement on October 4, 2021, as required by the lender. The interest rate cap agreement was revised on September 29, 2023 and it matured on February 2, 2025. We did not record the fair value and the changes in the fair value of the contract in our consolidated financial statements because the amounts were insignificant to our consolidated financial statements. On October 3, 2024, the loan agreement was amended to include extension options with principal paydowns. PT Hillview exercised the extension options pursuant to the amended agreement and the maturity date was extended until April 6, 2025 with total principal paydown of $ 3,975,000 . F-32 Table of Contents On March 28, 2025, PT Hillview entered into a loan agreement with Wells Fargo Bank, National Association, in the amount of $ 11,660,000 at a fixed annual interest rate of 5.87 %. The loan was obtained to refinance the prior $ 17,500,000 loan with Ladder Capital Finance which matured on April 6, 2025 . The new loan matures in April 2030 , is secured by Hollywood Apartments, and requires interest-only monthly payments with the principal balance due at maturity. The outstanding balance of the loan as of June 30, 2025 was $ 11,660,000 , which is disclosed as a part of the mortgage notes payable, net in the consolidated balance sheets. In connection with the refinancing, the Operating Partnership contributed $ 5,683,503 to PT Hillview to fund the principal paydown, replenish reserves, and pay loan fees. Of this amount, $ 568,350 ( 10 %) represented the share of the non-controlling interest holder, True USA. Accordingly, as of June 30, 2025, this amount has been recorded as a note receivable from True USA and is included in investments, income, rents, and other receivables in the consolidated balance sheet. We (along with three other principals of True USA) guaranteed the “Recourse Obligations” as defined in the loan agreement, which are triggered only if the borrower of the loan engages in “Bad Boy Acts” (such as fraud, intentional misrepresentation, willful misconduct, waste, conversion, intentional failure to pay taxes or maintain insurance, filing for bankruptcy, ADA noncompliance, and environmental contamination, etc.). As of June 30, 2025, we have not recorded any guaranty obligations. MacKenzie Shoreline Mortgage Notes Payable On May 6, 2021, MacKenzie Shoreline entered into a loan agreement with Pacific Premier Bank, in the amount of $ 17,650,000 . The annual interest rate under the agreement is 3.65 % for the first 60 months, and a variable interest rate based on a 6-month CME Term SOFR plus a margin of 3.00 percentage points, for months thereafter until maturity. The loan was obtained to finance the acquisition of Shoreline Apartments. The loan matures on June 1, 2032 , and is secured by Shoreline Apartments. The loan requires interest-only monthly payments through June 30, 2027, and beginning July 1, 2027, monthly payments of principal and interests are due based on 360 months of amortization period. Accordingly, the outstanding loan balance as of June 30, 2025 and 2024, was $ 17,650,000 , which is disclosed as a part of the mortgage notes payable, net in the consolidated balance sheets. The following table provides the projected principal payments on the loan for the next five years: Fiscal Year Ending June 30, : Principal 2026 $ - 2027 - 2028 152,349 2029 167,342 2030 179,884 Thereafter 17,150,425 Total $ 17,650,000 First & Main Mortgage Notes Payable As of the acquisition date, First & Main had a loan agreement with Exchange Bank, in the amount of $ 12,000,000 at a fixed annual interest rate of 3.75 %, which the Company assumed. The loan matures on February 1, 2026 , and is secured by First & Main Office Building. The loan requires monthly payments of principal and interest based on a 25-year amortization period with the remaining principal balance due at maturity. The loan is guaranteed by Wiseman, but Wiseman was subsequently indemnified by the Operating Partnership on July 1, 2022. The outstanding balance of the loan as of June 30, 2025 and 2024, was $ 10,626,226 and $ 10,963,355 , respectively, which is disclosed as a part of the mortgage notes payable, net in the consolidated balance sheets. F-33 Table of Contents The following table provides the projected principal payment on the loan for the next year: Fiscal Year Ending June 30, : Principal 2026 $ 10,626,226 Total $ 10,626,226 First & Main Other Note Payables: Junior Debt As of the acquisition date, First & Main had $ 1,000,000 in interest-only junior promissory notes outstanding, which the Company assumed. The notes were issued in 2018 and 2019 with an original maturity date of December 31, 2023 and included no prepayment penalty for early retirement. Of the total promissory notes, notes with a total principal balance of $ 350,000 were paid off as of December 31, 2023. The maturity dates of the remaining promissory notes were extended to: December 31, 2025 for notes with a principal balance of $ 100,000 , December 31, 2026 , for notes with a principal balance of $ 100,000 , and December 31, 2028 , for the remaining notes with a total principal balance of $ 450,000 . Interest on the notes is payable on the first day of each month at 7 % per annum. The promissory notes are disclosed as a part of line of credit and notes payable, net in the consolidated balance sheets. In March 2024, the partnership obtained an additional loan with the principal amount of $ 200,000 in an interest-only junior promissory note. The note was issued on March 8, 2024 with a maturity date of March 31, 2025 . Interest on the note is payable on the first day of each month at 8.50 % per annum. The $ 200,000 note was repaid in full as of March 31, 2025 . Small Business Administration (“SBA”) Loan As of the acquisition date, First & Main had an outstanding $ 151,000 loan from the SBA under the Economic Injury Disaster Loan program, which the Company assumed. The loan will be paid back over 30 years at an annual interest rate of 3.75 % starting on December 20, 2022. Monthly payments will be $ 731 . The loan is disclosed as a part of line of credit and notes payable, net in the consolidated balance sheets. Solar System Loan (First & Main) As of the acquisition date, First & Main had an outstanding $ 220,000 loan from The Wiseman Family Trust, which the Company assumed. The loan was used to finance the installation of a solar power system at the First & Main Office Building. The loan will be paid back over a period of 10 years at an annual interest rate of 5 %. Monthly payments of principal and interest will be $ 1,486 . As of June 30, 2025 and 2024, the outstanding balance of the loan amounted to $ 143,384 and $ 163,362 , respectively, and is disclosed as a part of line of credit and notes payable, net in the consolidated balance sheets. 1300 Main Mortgage Notes Payable On November 4, 2024, 1300 Main entered into a loan agreement with Valley Strong Credit Union, in the amount of $ 8,000,000 at a fixed annual interest rate of 6.85 %. The loan was obtained to refinance the prior $ 9,160,000 loan from Suncrest Bank, which was originally obtained by 1300 Main under its previous ownership. The new loan matures on November 15, 2029 , and is secured by a real property and the assignment of all its rental revenue. The loan requires monthly payments of principal and interest of $ 52,534 through maturity. The remaining unpaid principal balance is due at maturity. The note is guaranteed by the Parent Company. The outstanding balance of the loan as of June 30, 2025 was $ 7,972,744 , which is disclosed as a part of the mortgage notes payable, net in the consolidated balance sheets . F-34 Table of Contents The following table provides the projected principal payments on the loan for the next five years: Fiscal Year Ending June 30, : Principal 2026 $ 95,047 2027 93,657 2028 98,803 2029 107,262 2030 7,577,975 Total $ 7,972,744 1300 Main Other Notes Payable: SBA Loan As of the acquisition date, 1300 Main had an outstanding $ 150,000 loan from the SBA under the Economic Injury Disaster Loan program, which the Company assumed. The loan will be paid back over 30 years at an annual interest rate of 3.75 % starting on July 11, 2023. Monthly payments will be $ 731 . The outstanding balance of the loan as of June 30, 2025 and 2024 was $ 161,300 and $ 160,111 , respectively, which is disclosed as a part of the line of credit and notes payable, net in the consolidated balance sheets. Woodland Corporate Center Two Mortgage Notes Payable As of the acquisition date, Woodland Corporate Center Two had a loan agreement with Western Alliance Bank, in the amount of $ 7,500,000 at a fixed annual interest rate of 4.15 %, which the Company assumed. The loan matured on October 7, 2024 and was secured by Woodland Corporate Center. The loan was guaranteed by Wiseman, but Wiseman was subsequently indemnified by the Operating Partnership on July 1, 2022. The outstanding balance of the loan as of June 30, 2024 was $ 6,626,543 , which was disclosed as a part of the mortgage notes payable, net in the consolidated balance sheets. On October 4, 2024, Woodland Corporate Center Two entered into a loan agreement with Summit Bank, in the amount of $ 6,000,000 at a fixed annual interest rate of 6.50 %. The loan was obtained to refinance the prior $ 7,500,000 loan from Western Alliance Bank which matured on October 7, 2024. The loan matures on October 5, 2027 , and is secured by the real property and the assignment of all its rental revenue. The loan requires monthly payments of principal and interest of $ 40,873 through October 5, 2027. The remaining unpaid principal balance is due at maturity. The loan is guaranteed by the Parent Company. The outstanding balance of the loan as of June 30, 2025 was $ 5,932,794 , which is disclosed as a part of the mortgage notes payable, net in the consolidated balance sheets . The following table provides the projected principal payments on the loan for the next three years: Fiscal Year Ending June 30, : Principal 2026 $ 98,925 2027 109,244 2028 5,724,625 Total $ 5,932,794 Main Street West Mortgage Notes Payable As of the acquisition date, Main Street West had a $ 16,600,000 loan with First Northern Bank of Dixon (the “Prior Lender”) at a fixed annual interest rate of 4 %, which the Company assumed. The loan was secured by the Main Street West Office Building and was guaranteed by Wiseman, who was subsequently indemnified by the Operating Partnership on July 1, 2022. F-35 Table of Contents The loan matured on November 1, 2024 , and the Company was unable to reach agreement with the Prior Lender on extension terms. As a result, the loan went into maturity default. Although negotiations continued, the Prior Lender initiated foreclosure proceedings, and in February 2025 a court-appointed receiver assumed control of the property. On March 25, 2025, the Company entered into a Forbearance, Settlement, and Release Agreement (the “Forbearance Agreement”) and a related indemnity agreement with the Prior Lender. At the date of the Forbearance Agreement, the loan had an aggregate balance of $ 15,797,328 , consisting of $ 14,742,049 of principal, $ 867,812 of accrued interest (including COVID-19 deferred interest), and $ 187,467 of default-related costs incurred by the Prior Lender. Under the terms of the Forbearance Agreement, the Company agreed to pay these default-related costs. Pursuant to the Forbearance Agreement, the Company paid $ 5,000,000 toward the loan and regained control of the property from the receiver in April 2025. This payment reduced the loan balance and resolved the foreclosure action, allowing the Company to proceed with refinancing. On June 6, 2025, the Company refinanced the loan it had with the Prior Lender for the indebtedness secured by the Main Street West Office Building that was in maturity default and subject to the Forbearance Agreement. The loan from the Prior Lender was paid off on June 6, 2025, with a new loan from EverTrust Bank. The new loan has a principal amount of $ 9,500,000 , with an interest rate equal to the Wall Street Journal Prime Rate, currently at 7.50 % annually, with a 6.50 % floor. The loan requires monthly payments of principal and interest based on a 300 -month amortization schedule. The remaining unpaid principal balance is due at maturity. The loan matures on May 30, 2028 , and is guaranteed by the Parent Company. The Company also formed a wholly owned subsidiary, Innovate Napa, to enter into a master lease covering approximately 36.2 % ( 13,806 square feet) of the rentable square feet of the Main Street West Office Building. The Operating Partnership will contribute $ 500,000 of capital in Innovate Napa in order for it to pay on the master lease. Innovate Napa does not occupy the space; rather, the arrangement was established in connection with the refinancing of the Main Street West loan to satisfy the lender’s occupancy requirements. Lease payments from Innovate Napa to Main Street West are intercompany in nature and eliminated in consolidation. This related-party arrangement is temporary and is expected to remain in place until the space is leased to third-party tenants. For the year ended June 30, 2025, rental revenue of $ 62,127 receivable from Innovate Napa was eliminated in the Parent Company’s books for consolidation purposes. Accordingly, as of June 30, 2025 and 2024, the outstanding balances of the loans were $ 9,500,000 for the new loan and $ 14,893,842 for the old loan, respectively. The mortgage notes payable balances are disclosed as part of the mortgage notes payable, net in the consolidated balance sheets. Total accrued interest on the loan as of June 30, 2025 and 2024, was $ 51,239 and $ 373,873 , respectively, the latter of which includes the COVID-19 deferred interest. Main Street West Other Notes Payable: SBA Loan As of the acquisition date, Main Street West had an outstanding $ 150,000 loan from the SBA under the Economic Injury Disaster Loan program, which the Company assumed. The loan will be paid back over 30 years at an annual interest rate of 3.75 % starting on September 4, 2023. Monthly payments will be $ 731 . The outstanding balance of the loan as of June 30, 2025 and 2024 was $ 161,300 , which is disclosed as a part of the line of credit and notes payable, net in the consolidated balance sheets . 220 Campus Lane Mortgage Notes Payable On September 8, 2023, 220 Campus Lane borrowed $ 2,145,000 from Northern California Laborers Pension Fund at a fixed annual interest rate of 5 %. The loan was obtained to finance the acquisition of 220 Campus Lane Office Building and the underlying parcel of land. The loan matures on September 30, 2028 , and is secured by the vacant office building and the underlying parcel of land. The loan requires interest-only monthly payments of $ 8,938 through September 30, 2028. The remaining unpaid principal balance is due at maturity date. Accordingly, the outstanding balance of the loan as of June 30, 2025 and 2024 was $ 2,145,000 , which is disclosed as a part of the mortgage notes payable, net in the consolidated balance sheets. Consistent with asset acquisition accounting, this debt was measured at fair value. The interest rate on the debt was below the current market rates, as a result, $ 223,000 of the acquisition cost was allocated to debt mark-to-market. The debt mark-to-market value is amortized over the remaining loan term. The debt mark-to-market value, net of accumulated amortization as of June 30, 2025 and 2024 amounted to $ 142,596 and $ 187,196 , respectively, and was netted against the total debt balance in the consolidated balance sheets. F-36 Table of Contents Campus Lane Residential Mortgage Notes Payable On September 8, 2023, Campus Lane Residential borrowed $ 1,155,000 from Northern California Laborers Pension Fund at a fixed annual interest rate of 5 %. The loan was obtained to finance the acquisition of a vacant parcel of land. The loan matures on September 30, 2028 , and is secured by the vacant parcel of land. The loan requires interest-only monthly payments of $ 4,813 through September 30, 2028. The remaining unpaid principal balance is due at maturity date. The outstanding balance of the loan as of June 30, 2025 and 2024 was $ 1,155,000 , which is disclosed as a part of the mortgage notes payable, net in the consolidated balance sheets. Consistent with asset acquisition accounting, the debt acquired from the acquisition of Campus Lane Land was measured at fair value. The interest rate on the debt was below the current market rates, as a result, $ 120,000 of the acquisition cost was allocated to debt mark-to-market. The debt mark-to-market value is amortized over the remaining loan term. The debt mark-to-market value, net of accumulated amortization as of June 30, 2025 and 2024, amounted to $ 76,733 and $ 100,732 , respectively, and was netted against the total debt balance in the consolidated balance sheets. GVEC Mortgage Notes Payable As of the acquisition date, GVEC had a $ 14,000,000 fixed-rate loan agreement with Columbia State Bank, which the Company assumed on January 1, 2024 from the predecessor owner. The initial interest rate is 4.25 % until October 1, 2027, increasing to 5.46 % thereafter. The loan matures on September 1, 2032 and is secured by the Green Valley Executive Center. The loan requires monthly payments of principal and interest based on a 30 -year amortization period with the remaining principal balance due at maturity. The outstanding balance of the loan as of June 30, 2025 and 2024 was $ 13,346,323 and $ 13,599,329 , respectively, which is disclosed as a part of the mortgage notes payable, net in the consolidated balance sheets. Consistent with asset acquisition accounting, the debt assumed from the acquisition of Green Valley Executive Center was measured at fair value. The interest rate on the debt was below the current market rates, as a result, $ 993,000 of the acquisition cost was allocated to debt mark-to-market. The debt mark-to-market value is amortized over the remaining loan term. The debt mark-to-market value, net of accumulated amortization as of June 30, 2025 and 2024, amounted to $ 844,050 and $ 943,350 , respectively, and was netted against the total debt balance in the consolidated balance sheets. The following table provides the projected principal payments on the loan for the next five years: Fiscal Year Ending June 30, : Principal 2026 $ 252,616 2027 275,253 2028 250,402 2029 253,672 2030 268,076 Thereafter 12,046,304 Total $ 13,346,323 One Harbor Center, LP Mortgage Notes Payable As of the acquisition date, One Harbor Center, LP had an $ 8,378,825 loan from Travis Credit Union, which the Company assumed. The loan bears interest at a fixed rate of 4.96 % per annum, matures on June 1, 2028 , and is secured by the property and the assignment of all rental revenue. Monthly principal and interest payments of $ 46,092 are required through maturity, with the remaining unpaid principal balance due at the maturity date. The outstanding balance of the loan as of June 30, 2025 and 2024 was $ 7,704,950 and $ 7,846,182 , respectively, which is disclosed as a part of the mortgage notes payable, net in the consolidated balance sheets. F-37 Table of Contents Consistent with asset acquisition accounting, the debt assumed from the acquisition of One Harbor Center was measured at fair value. The interest rate on the debt was below the current market rates, as a result, $ 334,000 of the acquisition cost was allocated to debt mark-to-market. The debt mark-to-market value is amortized over the remaining loan term. The debt mark-to-market value, net of accumulated amortization as of June 30, 2025 and 2024 amounted to $ 241,222 and $ 320,746 , respectively, and was netted against the total debt balance in the consolidated balance sheets. The following table provides the projected principal payments on the loan for the next three years: Fiscal Year Ending June 30, : Principal 2026 $ 153,714 2027 161,643 2028 7,389,593 Total $ 7,704,950 One Harbor Center, LP Other Notes Payable: SBA Loan As of the acquisition date, One Harbor Center, LP had a $ 150,000 loan from the SBA under the Economic Injury Disaster Loan program, which the Company assumed. The loan will be paid back over 30 years at an annual interest rate of 3.75 % starting on February 10, 2023. The outstanding balance of the loan as of June 30, 2025 and 2024 was $ 150,000 , which is disclosed as a part of the line of credit and notes payable, net in the consolidated balance sheets. MRC Aurora Construction Loan As discussed in Note 1, on February 21, 2024, the Company closed on a $ 17.15 million construction loan with Valley Strong Credit Union, headquartered in Bakersfield, California, to fund the development of the Aurora at Green Valley. The loan bears interest at a variable rate equal to the Prime Rate plus 0.25 % and matures on March 1, 2026 . The Company has the option to extend the construction loan for an additional six-month period or to convert it to a conventional permanent loan. The monthly accrued interest is added on the outstanding loan balance. The outstanding loan balance as of June 30, 2025 was $ 6,597,850 , which is disclosed as a part of the mortgage notes payable, net in the consolidated balance sheets. The following table provides the projected principal payment on the loan for the next year: Fiscal Year Ending June 30, : Principal 2026 $ 6,597,850 Total $ 6,597,850 MacKenzie Satellite Mortgage Notes Payable On August 21, 2024, MacKenzie Satellite entered into a loan agreement with Summit Bank, in the amount of $ 6,000,000 at a fixed annual interest rate of 6.50 %. The loan matures on August 21, 2027 , and is secured by MacKenzie Satellite’s real property and the assignment of all its rental revenue. The Parent Company has guaranteed the loan. The loan requires monthly payments of principal and interest of $ 40,867 through August 21, 2027. The remaining unpaid principal balance is due at maturity date. The outstanding balance of the loan as of June 30, 2025 was $ 5,909,606 , which is disclosed as a part of the mortgage notes payable, net in the consolidated balance sheets. F-38 Table of Contents The following table provides the projected principal payments on the loan for the next three years: Fiscal Year Ending June 30, : Principal 2026 $ 94,310 2027 110,427 2028 5,704,869 Total $ 5,909,606 Green Valley Medical Center, LP Mortgage Notes Payable On July 15, 2024, Green Valley Medical Center, LP entered into a loan agreement with Valley Strong Credit Union, in the amount of $ 7,800,000 at a fixed annual interest rate of 7.12 %. The loan matures on August 1, 2029 , and is secured by the real property and the assignment of all its rental revenue. The Parent Company provided a guaranty of the note. The loan requires monthly payments of principal and interest of $ 52,628 through December 1, 2028. The remaining unpaid principal balance is due at maturity date. The outstanding balance of the loan as of June 30, 2025 was $ 7,747,998 , which is disclosed as a part of the mortgage notes payable, net in the consolidated balance sheets. We consolidated Green Valley Medical Center, LP with our consolidated financial statements during the year ended June 30, 2025; accordingly, this mortgage note payable was not included in our consolidated balance sheet as of June 30, 2024. The following table provides the projected principal payments on the loan for the next five years: Fiscal Year Ending June 30, : Principal 2026 $ 83,185 2027 88,623 2028 93,650 2029 102,032 2030 7,380,508 Total $ 7,747,998 Green Valley Medical Center, LP Other Notes Payable: SBA Loan As of the acquisition date, Green Valley Medical Center, LP had a $ 150,000 loan from the SBA under the Economic Injury Disaster Loan program, which the Company assumed. The loan bears interest at 3.75 % per annum and is repayable over a 30-year term. While the Company has been making interest payments, the Federal Government has not yet commenced amortization of the principal. The outstanding balance of the loan as of June 30, 2025 was $ 150,000 , which is disclosed as a part of the line of credit and notes payable, net in the consolidated balance sheets. We consolidated Green Valley Medical Center, LP with our consolidated financial statements during the year ended June 30, 2025; accordingly, this note payable was not included in our consolidated balance sheet as of June 30, 2024. F-39 Table of Contents Line of Credit Agreement On January 22, 2025, we entered into a revolving line of credit agreement with PRES, an affiliate of the Adviser, of up to $ 10,000,000 . Interest will accrue on any unpaid principal balance on the note at a fixed annual interest rate of 10 %. In addition, an origination fee of 2 % will be charged on each advance and the sum will be added to the principal balance. The loan matures on June 1, 2026 . The loan requires monthly interest payments beginning on March 1, 2025 , with the remaining principal balance due at maturity. The outstanding loan balance as of June 30, 2025 was $ 9,588,000 , which includes $ 188,000 of loan origination fees, and is disclosed as a part of line of credit and notes payable, net in the consolidated balance sheets. The loan origination fee is capitalized and amortized over the life of the loan. The remaining unamortized balance of $ 138,611 was netted against the total debt balance in the consolidated balance sheets. For the year ended June 30, 2025, we incurred interest expense of $ 324,643 on the line of credit. Of this amount, $ 284,693 remained outstanding as of June 30, 2025 and is disclosed as a part of accounts payable and accrued liabilities in the consolidated balance sheet. The following table provides the projected principal payment on the loan for the next year: Fiscal Year Ending June 30, : Principal 2026 $ 9,588,000 Total $ 9,588,000 On September 24, 2025, the line of credit agreement with PRES was amended to extend the maturity date to December 31, 2027 . Secured Promissory Note Agreement On June 11, 2025, the Company entered into a note purchase agreement with Streetville Capital, LLC (the “Investor”) providing for the issuance of up to $ 3,270,000 in secured promissory notes to fund the REIT share purchases in MRC QRS. On that date, the Investor funded $ 1,000,000 in cash, and the Company issued a secured promissory note in the principal amount of $ 1,115,000 , which included an original issue discount of $ 90,000 and transaction expenses of $ 25,000 . The note matures 18 months after the funding date, or on December 11, 2026 . For the first five months following issuance, the Company is required to make monthly payments equal to accrued interest. Beginning in the sixth month and continuing until maturity, the Company must make monthly payments of $ 93,000 plus accrued interest. The notes are guaranteed by MRC QRS through a security agreement entered into by MRC QRS in favor of the Investor. MRC QRS granted the Investor a first-position security interest in the assets of MRC QRS. The Company also entered into a stock pledge agreement with the Investor, where the Company pledged to the Investor as collateral and security for the secured obligations, and granted the Investor a first-position security interest in the common stock of MRC QRS. The Investor shall have the right to exercise the rights and remedies set forth in the stock pledge agreement and in the transaction documents if an event of default has occurred. The secured note is subject to certain trigger events, which provide the Investor with the option to increase the outstanding balance by 5 % to 15 % depending on the severity of the trigger event. Failure of the Company to cure the trigger event may result in an event of default, which would cause the outstanding balance to become immediately due and demandable. The outstanding balance of the loan as of June 30, 2025 was $ 1,115,000 , which is disclosed as a part of the line of credit and notes payable, net in the consolidated balance sheets. We consolidated MRC QRS with our consolidated financial statements during the year ended June 30, 2025; accordingly, this note payable was not included in our consolidated balance sheet as of June 30, 2024. The following table provides the projected principal payments on the loan for the next two years: Fiscal Year Ending June 30, : Principal 2026 $ 651,000 2027 464,000 Total $ 1,115,000 F-40 Table of Contents The table below presents the total loan outstanding at the underlying companies as of June 30, 2025, and the fiscal years those loans mature: Fiscal Year Ending June 30, : Principal 2026 $ 28,553,223 2027 1,933,860 2028 29,029,695 2029 4,780,408 2030 27,471,758 Thereafter 43,569,422 Total $ 135,338,366 Debt Guaranty The Wiseman partnerships had mortgage loans and solar leases with various banks, all of which were guaranteed by Wiseman and its owner, Doyle Wiseman and his trust, as of May 6, 2022, the date the Operating Partnership acquired the management companies. The mortgage loans of 1300 Main, LP, One Harbor Center, LP, Martin Plaza Associates, LP, and Main Street West, LP are also guaranteed by the partnerships’ general partner as the co-guarantor. On July 1, 2022, subsequent to the Operating Partnership’s acquisition of the management companies, Doyle Wiseman, the owner of Wiseman, and the Operating Partnership entered into an indemnity agreement whereby the Operating Partnership will indemnify Doyle Wiseman for any losses suffered by him through the default of a limited partnership on the mortgage secured by the property owned by the limited partnership, or default on any solar lease obligations. Historically, except for the Main Street West default discussed below, none of the limited partnerships has had any defaults on any mortgages and Doyle Wiseman has not had to satisfy any mortgage default through a guaranty. Furthermore, except for Main Street West, each of the limited partnerships is adequately capitalized, has sufficient cash flow from operations to service the mortgage notes and has not required Doyle Wiseman to provide any subordinated financial support to the limited partnerships. Therefore, we have no t recorded any liability related to the guaranty on the mortgage loans as of June 30, 2025. As of June 30, 2025, refinancings have resulted in removal of Wiseman as guarantor at Westside Professional Center, Green Valley Medical Center, Woodland Corporate Center Two, 1300 Main and Main Street West. The Parent Company now guarantees the mortgage note at each of these properties, with the exception of Westside Professional Center which is guaranteed by its sole limited partner. As discussed in this note, as of November 1, 2024, Main Street West was in default under its note. The bank initiated foreclosure proceedings in January 2025 and the court-appointed receiver took control of the property in February 2025. On March 25, 2025, the Company entered into a Forbearance Agreement and indemnity agreement with the Prior Lender. Effective June 6, 2025, the Company refinanced the loan it had with the Prior Lender for the indebtedness secured by the Company’s Main Street West Office Building that was in maturity default and subject to the Forbearance Agreement. The loan from the Prior Lender was paid off on June 6, 2025, with a new loan from EverTrust Bank. As of June 30, 2025, the outstanding principal balance of the new loan was $ 9,500,000 and accrued interest was $ 51,239 . The new mortgage loan for Main Street West is also guaranteed by the Parent Company. However, we have determined that the Company does not need to record any liability under the loan guaranty as of June 30, 2025, since the underlying property’s appraised value exceeds the outstanding debt balance. The mortgage loan of GVEC is guaranteed by PRES, an affiliate of the Adviser, and its owner, Berniece A. Patterson and her trust. As part of the GVEC contribution agreement, the Operating Partnership indemnified Berneice Patterson and her trust for any losses suffered by her through the default by GVEC on the mortgage loan. The mortgage loans for MacKenzie Satellite, obtained in August 2024 and the construction loan for MRC Aurora, LLC are also guaranteed by the Parent Company. The note purchase agreement and secured note entered into in June 2025 are guaranteed by MRC QRS. F-41 Table of Contents NOTE 11 – EARNINGS PER SHARE Basic earnings per share is computed using the weighted average number of shares outstanding. Diluted earnings per share is computed using the weighted average number of shares outstanding adjusted for the incremental shares attributed to potentially diluted securities . The following table sets forth the computation of basic and diluted earnings per share for years ended June 30, 2025 and 2024 : Year Ended Year Ended June 30, 2025 June 30, 2024 Net loss attributable to common stockholders $ ( 27,336,880 ) $ ( 13,230,983 ) Basic and diluted weighted average common shares outstanding 1,465,094.94 1,329,322.18 Basic and diluted earnings per share $ ( 18.66 ) $ ( 9.95 ) The Company incurred a net loss for the year ended June 30, 2025. As a result, the dilutive securities, the common stock series A and B warrants, were considered anti-dilutive and excluded from the calculation of diluted net loss per share. As of June 30, 2025, 423,944.85 shares underlying these instruments were excluded. In accordance with ASC Topic 260, Earnings Per Share , shares issuable for little to no consideration should be included in the number of outstanding shares used for basic earnings per share. The FASB proposed that warrants or options exercisable for little to no cost be included in the denominator of basic earnings per share (and therefore diluted earnings per share) once there were no further vesting conditions or contingencies associated with them. Accordingly, as of June 30, 2025, the Company included 129,226.50 pre-funded warrants, discussed in Note 1, in the denominator of basic earnings per share. There were no warrants issued as of June 30, 2024. NOTE 12 – SHARE OFFERINGS AND FEES As discussed in Note 1, on August 26, 2024, in connection with our agreement with Maxim, the Company issued through a private placement agreement an aggregate amount of 13,300 shares of common stock to Maxim’s affiliate, approximately 1 % of the Company’s outstanding stock. As discussed in Note 1, on January 30, 2025, in connection with our agreement with OTB Capital, the Company issued through a private placement agreement an aggregate amount of 8,583.70 shares of common stock to OTB Capital, approximately $ 0.20 million worth of shares. As discussed in Note 1, on February 28, 2025, in connection with the Registered Offering, the Company issued 153,403.40 shares of the Company’s common stock, $ 0.0001 par value per share, pre-funded warrants to purchase up to 129,226.50 shares of common stock and, in a concurrent private placement and together with the Registered Offering, warrants to purchase up to an aggregate of 423,944.85 shares of common stock, approximately $ 4.80 million worth of shares. In March 2025, we issued 32.18 shares of common stock at $ 102.50 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 share at a 10 :1 ratio, and 15,668.10 shares of common stock to the Series A preferred stock holders who exercised their option to convert their shares of Series A preferred stock to shares of our common stock at price per shares ranging from $ 11.50 to $ 40.20 . 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 under the Second Offering Circular and incurred syndication costs of $ 1,301,283 in relation to common and preferred stock offerings. As of the year ended June 30, 2025, we issued 8,567.49 shares of Series A preferred stock with total gross proceeds of $ 192,770 under the preferred stock DRIP, 644.60 shares of Series B preferred stock with total gross proceeds of $ 14,503 under the preferred stock DRIP, and converted 12,805.38 shares of Series A preferred stock at $ 1 per share to shares of our common stock. During the year ended June 30, 2024, we issued 18,581.97 shares of common stock with total gross proceeds of $ 1,371,351 under the DRIP. Additionally, during the year ended June 30, 2024, we issued 301.14 shares of common stock at $ 102.50 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. F-42 Table of Contents During the year ended June 30, 2024, we issued 85,688.31 shares of Series A preferred stock with total gross proceeds of $ 2,140,949 and 49,562.45 shares of Series B preferred stock with total gross proceeds of $ 1,227,950 under the Offering Circular and incurred syndication costs of $ 637,490 in relation to preferred stock offering. For the year ended June 30, 2024, we issued 7,741.20 shares of Series A preferred stock with total gross proceeds of $ 174,179 under the preferred stock DRIP and 2.11 Series B preferred stock with total gross proceeds of $ 48 under the preferred stock DRIP. NOTE 13 – SHARE REPURCHASE PLAN On March 4, 2024, the Board of Directors suspended the common stock share repurchase program and common stock DRIP in connection with its pursuit of the listing of its common stock on a securities exchange. 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 . During the years ended June 30, 2025 and 2024, we repurchased shares of our common stock through our share repurchase program and through third-party auctions as noted in the below table: Period Total Number of Shares Repurchased Average Repurchase Price Per Share Total Repurchase Consideration During the year ended June 30, 2025 Series A Preferred stock September 1, 2024 through December 31, 2024 - $ - $ 5,530 * * Fees paid for redemption lockup agreements. Period Total Number of Shares Repurchased Average Repurchase Price Per Share Total Repurchase Consideration During the year ended June 30, 2024 Common stock September 1, 2023 through September 30, 2023 6,409.20 $ 73.80 $ 472,999 December 1, 2023 through December 31, 2023 6,449.73 73.80 475,990 June 1, 2024 through June 30, 2024 94.88 55.00 5,218 ** 12,953.81 $ 954,207 Series A Preferred stock December 1, 2023 through December 31, 2023 400.00 $ 22.75 $ 9,100 March 1, 2024 through March 31, 2024 2,000.00 22.00 44,000 June 1, 2024 through June 30, 2024 999.50 22.75 22,739 3,399.50 $ 75,839 ** Cash in-lieu of fractional shares payout. F-43 Table of Contents NOTE 14 – STOCKHOLDER DIVIDENDS AND DRIP The following table reflects the dividends per share that we have declared on our common stock and preferred stock during the year ended June 30, 2025: 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 * * Of the total dividends declared for Series B during the year ended June 30, 2025, $ 204,889 was an increase in liquidation preference and $ 68,292 was the cash dividend. Series A and B preferred stock and common stock dividends declared during the quarter ended June 30, 2025, were paid in July 2025. During the year ended June 30, 2025, we did no t issue any common shares under our common stock DRIP since the plan was suspended in March 2024. During the year ended June 30, 2025, $ 192,770 of Series A preferred dividends and $ 14,503 of Series B preferred dividends were reinvested under the preferred stock 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. On May 12, 2025 , we declared the Series A Preferred stock quarterly dividend of $ 0.375 per share payable at the rate of $ 0.125 per month for holders of record as of July 31, 2025 , August 30, 2025 , and September 30, 2025 . The Series A preferred stock dividend declared on May 12, 2025 will be paid in October 2025 . On May 12, 2025 , we also declared the Series B preferred stock quarterly 3 % dividend of $ 0.1875 per share payable at the rate of $ 0.0625 per month for holders of record as of July 31, 2025 , August 30, 2025 , and September 30, 2025 . The Series B preferred stock dividend declared on May 12, 2025 , will be paid in October 2025 . In addition, the Series B preferred Stock will accrue dividends at the rate of 9 % per annum on the stated value as an increase in liquidation preference. On September 15, 2025 , we declared the Series C Preferred stock quarterly dividend of $ 0.5625 per share payable at the rate of $ 0.1875 per month for holders of record as of July 31, 2025 , August 30, 2025 , and September 30, 2025 . The Series C preferred stock dividend declared on May 12, 2025 will be paid in October 2025 . The following table reflects the distributions declared by the Operating Partnership for the Class A and Preferred unit holders during the year ended June 30, 2025: Distributions Class A Units Series A Preferred Units Series B Preferred Units During the Quarter Ended Per Share Amount Per Share Amount Per Share Amount September 30, 2024 $ 0.125 $ 10,269 $ 0.375 $ 382,489 $ 0.750 $ 32,410 December 31, 2024 0.050 4,095 0.375 397,969 0.750 32,409 March 31, 2025 0.050 4,095 0.375 398,388 0.750 32,410 June 30, 2025 - - 0.375 398,814 0.750 32,410 $ 0.225 $ 18,459 $ 1.500 $ 1,577,660 $ 3.000 $ 129,639 * * Of the total distributions declared for Series B during the year ended June 30, 2025, $ 97,229 was an increase in liquidation preference and $ 32,409 was the cash dividend. During the year ended June 30, 2025, the Operating Partnership paid Class A distributions of $ 28,738 , none of which was reinvested. During the year ended June 30, 2025, the Operating Partnership paid Series A preferred distributions of $ 1,521,500 , of which $ 98,968 have been reinvested under the preferred stock DRIP. During the year ended June 30, 2025, the Operating Partnership paid Series B preferred distributions of $ 29,709 , none of which was reinvested. F-44 Table of Contents The following table reflects the dividends per share that we have declared on our common stock and preferred stock during the year ended June 30, 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, 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, 2024, $ 31,497 was an increase in liquidation preference and $ 10,451 was the cash dividend. On March 4, 2024, the Board of Directors suspended the common stock DRIP in connection with its pursuit of the listing of its common stock on a securities exchange. Prior to the suspension, during the year ended June 30, 2024, of the total dividends paid to common stockholders, $ 1,371,351 have been reinvested under our DRIP. During the year ended June 30, 2024, of the total dividends paid to Series A preferred stockholders, $ 174,179 have been reinvested under our DRIP.Similarly, during the year ended June 30, 2024, of the total dividends paid to Series B preferred stockholders, $ 48 have been reinvested under our preferred stock DRIP. Preferred (Series A and B), and common dividends declared during the year ended June 30, 2024 were paid in July 2024 . The following table reflects the distributions declared by the Operating Partnership for the Class A and Preferred unit holders during the year ended June 30, 2024: Distributions Class A Units Series A Preferred Units Series B Preferred Units During the Quarter Ended Per Share Amount Per Share Amount Per Share Amount September 30, 2023 $ 0.125 $ 10,372 $ 0.375 $ 177,930 $ - $ - December 31, 2023 0.125 10,372 0.375 178,277 - - March 31, 2024 0.125 10,373 0.375 323,681 - - June 30, 2024 0.125 10,279 0.375 342,654 0.750 21,606 $ 0.500 $ 41,396 $ 1.500 $ 1,022,542 $ 0.750 $ 21,606 * * Of the total dividends declared for Series B during the year ended June 30, 2024, $ 16,205 was an increase in liquidation preference and $ 5,402 was the cash dividend. During the year ended June 30, 2024, the Operating Partnership paid Class A distributions of $ 41,346 . Similarly, during year ended June 30, 2024 the Operating Partnership paid Series A preferred distributions of $ 857,477 , of which $ 83,883 have been reinvested under our DRIP. Preferred (Series A and B), and common dividends declared during the year ended June 30, 2024 were paid in July 2024 . NOTE 15 – WARRANTS On February 28, 2025, the Company entered into a securities purchase agreement with a single institutional investor pursuant to which the company offered and sold 153,403.40 shares of the Company’s common stock, $ 0.0001 par value per share, pre-funded warrants to purchase up to 129,226.50 shares of common stock, and warrants to purchase up to an aggregate of 423,944.85 shares of common stock. The purchase price for each share and the exercise price for each common stock warrant to purchase one share of common stock was $ 17.10 per share, and the purchase price for each pre-funded warrant to purchase one share of common stock was $ 17.099 . The common stock warrants consist of Series A common stock warrants and Series B common stock warrants. The Series A common stock warrants to purchase up to 141,314.95 shares of common stock are exercisable following the six-month anniversary of the closing date of the offering and expire 18 months from the date of issuance. The Series B common stock warrants to purchase up to 282,629.90 shares of common stock are exercisable following the six-month anniversary of the closing date of the offering and expire five years from the date of issuance. The gross proceeds to the Company from this offering were $ 2.62 million from the sale of the common stock and $ 2.62 million from the sale of the pre-funded warrants. Because the Series A and B warrants were issued in conjunction with the sale of the common stock and the pre-funded warrants, the total gross proceeds of $ 4.80 million from the sale of the common stock and pre-funded warrants were proportionally allocated between the common stock, prefunded warrants, and the Series A and B warrants based on the estimated fair values of the stock and the warrants at the time of the issuance in accordance with ASC 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity . The total fair value allocation was: $ 2.30 million to common stock, $ 1.94 million to the pre-funded warrants, $ 0.38 million to Series A warrants and $ 0.22 million to Series B warrants. F-45 Table of Contents As of June 30, 2025, there were 129,226.50 , 141,314.95 , and 282,629.90 in prefunded, Series A common stock warrants and Series B common stock warrants, respectively, issued and outstanding. The exercise price for the pre-funded warrants is $ 0.001 per share and $ 17.10 per share for the Series A and B warrants. The Company evaluated the terms of the warrants under ASC 815-40, Derivatives and Hedging – Contracts in Entity ’ s Own Equity , and determined that they qualify for equity classification. This conclusion was based on the fact that: • The warrants are indexed to the Company’s own stock; • The contracts require physical or net share settlement; • The Company has sufficient authorized and unissued shares to settle the contracts; • There are no settlement provisions requiring cash payment by the Company; • There are no variables or conditions that could cause the warrants to be reclassified as liabilities. Accordingly, the warrants are classified as a component of stockholders’ equity, and no subsequent remeasurement is required. The proceeds from the issuance of the warrants were allocated to additional paid-in capital upon issuance. The following table summarizes warrant activity for the year ended June 30, 2025: Number of Warrants Weighted average exercise price Description Prefunded Series A Series B Total Outstanding as of July 1, 2024 - - - - $ - Issued during the year 129,226.50 141,314.95 282,629.90 553,171.35 17.10 Exercised during the year - - - - - Expired during the year - - - - - Oustanding as of June 30, 2025 129,226.50 141,314.95 282,629.90 553,171.35 $ 17.10 As of June 30, 2025, there were no exercisable Series A and Series B common stock warrants as they are not exercisable until after September 3, 2025. All 129,226.50 prefunded warrants were exercised at an exercise price of $ 0.001 per share in July and August 2025. NOTE 16 – SEGMENT REPORTING ASC 280, Segment Reporting (“ASC 280”), establishes standards for reporting financial and descriptive information about an enterprise’s reportable segments. We operate as a single reportable segment, income-producing real estate properties, which includes activities related to acquiring, owning, developing, and managing real estate investments. Although our properties are geographically diversified throughout the United States, we do not distinguish or group our operations on a geographical basis for purposes of allocating resources or measuring performance. Our business is managed as one segment for internal purposes. The investment committee led by the Chief Executive Officer serves as the Chief Operating Decision Maker (“CODM”) and evaluates performance and makes resource allocation decisions on this basis. The CODM evaluates operating performance primarily based on the Company’s net income (loss). While our real estate portfolio could be categorized into residential and commercial properties, the CODM does not evaluate performance or allocate resources using these categories. Expenses that are significant are the same as those presented in our consolidated statements of operations. Additionally, the CODM reviews the asset information and capital expenditures on a consolidated basis that are the same as shown on the accompanying consolidated balance sheets and statements of cash flows. Our customers in the United States accounted for 100 % of our revenues and we do not have any property or equipment outside of the United States. F-46 Table of Contents We also have a real estate-related debt and equity securities investment portfolio; however, this portfolio does not constitute a reportable segment under ASC 280. Segment net loss includes the direct costs of the reportable segment. Certain costs, including asset management fees to related party, administrative cost reimbursements to related party, directors’ fees, and transfer agent cost reimbursements to related party, and various other general corporate costs that are not specifically allocable to the segment, are included in unallocated corporate expenses below. The Company’s single segment derives revenue primarily from rental and other property income. The following financial metrics are regularly reviewed by the CODM: June 30, 2025 June 30, 2024 Segment revenue $ 22,059,843 $ 15,736,103 Expenses: Depreciation and amortization 11,432,557 7,153,411 Interest expense 8,139,998 6,124,395 Property operating and maintenance 7,386,050 6,523,406 General and administrative 1,645,309 784,131 Professional fees - 18,973 Impairment loss 9,500,167 - Segment net loss ( 16,044,238 ) ( 4,868,213 ) Reconciliation of loss: Unallocated corporate expenses (1) ( 7,417,806 ) ( 5,049,465 ) Other income (loss), net ( 508,233 ) ( 1,306,154 ) Loss before income tax $ ( 23,970,277 ) $ ( 11,223,832 ) (1) Unallocated corporate expenses include corporate overhead expenses that are not directly attributable to our reportable segment and include interest expense, asset management fees to related party, general and administrative, professional fees, administrative cost reimbursements to related party, directors’ fees, and transfer agent cost reimbursements to related party. The CODM does not review disaggregated expense information beyond the categories listed above. Entity-wide disclosures: • Revenue by geographic area: • United States: $ 22,059,843 • Major customers: There is no one customer accounted for with more than 10% of total revenue, aside from the early lease termination income of $ 3,000,000 from one of the tenants, OS National, LLC, of our Satellite Place Office Building. NOTE 17 – COMMITMENTS We commenced the Aurora at Green Valley construction in September 2024. As of June 30, 2025, MRC Aurora has entered into several contracts with third parties for the construction of the project. These contracts represent MRC Aurora’s commitment to incur future expenditures for the development of the project. The total commitments as of June 30, 2025 and 2024, amounted to $ 5.91 million and $ 19.56 million, respectively. The total commitments as of June 30, 2025, will be funded by drawing on the construction loan discussed in Note 10. F-47 Table of Contents MacKenzie Realty Capital, Inc. Schedule III- Real Estate Properties and Accumulated Depreciation June 30, 2025 Initial Costs Subsequent Acquisition Gross Amount Carried at Property: Acquisition Date Encumbrances at June 30, 2025 Land Building & Improvements Land Building & Improvements Accumulated Impairment June 30, 2025 Accumulated Depreciation Commodore Apartment Building March 5, 2021 $ 6,737,500 $ 5,519,963 $ 7,670,276 $ - $ 55,008 $ - $ 13,245,247 $ ( 1,122,435 ) The Park View Building March 5, 2021 8,387,500 4,317,013 12,008,608 - 27,519 - 16,353,140 ( 1,465,909 ) Hollywood Apartments October 4, 2021 10,889,480 8,704,577 14,236,895 - 8,550 - 22,950,022 ( 1,943,489 ) Shoreline Apartments May 16, 2022 17,613,923 7,559,390 20,626,984 - 150,987 - 28,337,361 ( 2,521,710 ) Satellite Place Office Building June 1, 2022 5,850,262 2,966,129 12,011,370 - 398,780 - 15,376,279 ( 3,579,747 ) Aurora Land May 6, 2022 6,597,850 3,050,000 2,622,368 54,066 18,067,497 - 23,793,931 - First & Main Office Building July 23, 2022 10,626,226 966,314 16,963,752 - 19,849 - 17,949,915 ( 1,311,492 ) 1300 Main Office Building October 1, 2022 7,853,849 805,575 14,649,555 - - - 15,455,130 ( 921,800 ) Woodland Corporate Center January 3, 2023 5,826,807 1,840,468 10,274,374 - 16,469 - 12,131,311 ( 947,707 ) Main Street West Office Building February 1, 2023 9,251,249 1,433,698 25,287,537 - 55,209 ( 9,403,608 ) 17,372,836 ( 1,575,821 ) 220 Campus Lane Office Building September 1, 2023 1,998,205 1,357,288 1,421,779 - 256,294 - 3,035,361 ( 69,417 ) Campus Lane Land September 1, 2023 1,075,249 1,519,996 267,451 11,999 388,705 - 2,188,151 - Green Valley Executive Center January 1, 2024 12,497,248 1,352,865 20,261,997 - 85,727 - 21,700,589 ( 1,144,710 ) One Harbor Center May 1, 2024 7,463,728 1,364,866 13,184,961 - 40,106 - 14,589,933 ( 844,350 ) Green Valley Medical Center August 1, 2024 7,747,998 1,582,517 11,386,583 - 128,847 - 13,097,947 ( 480,488 ) $ 120,417,074 $ 44,340,659 $ 182,874,490 $ 66,065 $ 19,699,547 $ ( 9,403,608 ) $ 237,577,153 $ ( 17,929,075 ) A summary of activity for real estate and accumulated depreciation for the years ended June 30, 2025 and 2024 : Year Ended June 30, Real Estate 2025 2024 Balance at the beginning of the year $ 214,246,049 $ 169,647,797 Additions - acquisitions 32,734,712 44,598,252 Impairment loss ( 9,403,608 ) - Balance at the end of the year $ 237,577,153 $ 214,246,049 Accumulated Depreciation Balance at the beginning of the year $ 10,026,646 $ 4,917,122 Depreciation expense 7,902,429 5,109,524 Balance at end of the year $ 17,929,075 $ 10,026,646 S-1 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. MACKENZIE REALTY CAPITAL, INC. (Registrant) By: /s/ Robert Dixon Robert Dixon Chief Executive Officer Date: September 29, 2025 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Robert Dixon Chief Executive Officer September 29, 2025 Robert Dixon (Principal Executive Officer) /s/ Angche Sherpa Chief Financial Officer September 29, 2025 Angche Sherpa (Principal Financial and Accounting Officer) /s/ Chip Patterson Director September 29, 2025 Chip Patterson /s/ Tim Dozois Director September 29, 2025 Tim Dozois /s/ Tom Frame Director September 29, 2025 Tom Frame /s/ Kjerstin Hatch Director September 29, 2025 Kjerstin Hatch