MacKenzie Realty Capital Inc美股招股说明书(2025-01-15版)

MACKENZIE REALTY CAPITAL, INC. COMMON STOCKWe will enter into an Equity Distribution Agreement (“ATM Sales Agreement”) with Maxim Group LLC (the “Sales Agent” or “Maxim”), pursuant to which we may issue and sell the shares of our common stock, $0.0001 parvalue per share, covered by this prospectus supplement from time to time through or to the Sales Agent, acting asour agent or principal (subject to compliance with Regulation M). An At-the-Market (“ATM”) program will allow us to raise capital by selling shares of our common stock in openmarket transactions at our discretion. Unlike in underwritten public offerings, sales under ATM programs are notmarketed, they are made at prevailing market prices. Our Board of Directors (“Board”) has concluded that, at thistime, it is in our best interest to have an ATM program available and to be used at our discretion for capital raising,since it enables us to determine the timing, quantity, and pricing of sales. Under the ATM Sales Agreement, we willnot be obligated to sell any shares, but we may issue and sell from time to time shares of our common stock havingan aggregate gross sales price of up to $20,000,000 through the Sales Agent. Our common stock trades on the Nasdaq Capital Market (“Nasdaq”) under the symbol “MKZR.” The last reportedsale price of our common stock on Nasdaq on January 13, 2025 was $2.58 per share. As of December 19, 2024, the aggregate market value of our outstanding voting and non-voting common equity heldby non-affiliates (“public float”) was approximately $65,762,594.66, based on an aggregate of 13,473,075.80 sharesof Common Stock outstanding, of which 13,393,603.80 shares were held by non-affiliates, and a per share price of$4.91 for the common stock, the closing price of our common stock on December 19, 2024, as reported on theNasdaq Capital Market. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities in apublic primary offering with a value exceeding more than one-third of our public float in any 12-month period solong as our public float remains below $75.0 million. We have not sold any securities pursuant to GeneralInstruction I.B.6 of Form S-3 during the 12 calendar months prior to and including the date of this prospectus.Beginning with our taxable year ended December 31, 2014, we believe that we have operated in a manner qualifying us as a real estate investment trust (“REIT”), and we have elected to be taxed as a REIT for federalincome tax purposes.Sales of shares of our common stock, if any, under this prospectus supplement and the accompanying prospectus may be made in negotiated transactions (including block transactions) or transactions that are deemed tobe 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 thanon an exchange. When it receives a sale order from us, the Sales Agent has agreed to use commercially reasonableefforts consistent with normal trading and sales practices to execute the order on mutually agreed terms. There is noarrangement for funds to be received in any escrow, trust or similar arrangement. Under the terms of the ATM Sales Agreement, we also may sell shares our common stock to the SalesAgent, as principal for its own account (subject to compliance with Regulation M), at a price to be agreed upon atthe time of sale. If we sell shares to the Sales Agent, as principal (subject to compliance with Regulation M), we willenter into a separate agreement with the Sales Agent and we will describe the agreement in a separate prospectussupplement or pricing supplement. The compensation payable to the Sales Agent for sales of common stock sold pursuant to the ATM SalesAgreement will be 3.0% of the gross proceeds of the sales price of common stock sold. We anticipate no othercommissions or material expenses for sales under the ATM Sales Agreement. The orders will be executed at pricelimits imposed by us. Even though this prospectus does not relate to a marketed offering of our common stock, in connectionwith the sale of common stock under the ATM Sales Agreement, the Sales Agent will be deemed to be an“underwriter” within the meaning of the Securities Act, and the compensation of the Sales Agent will be deemed tobe underwriting commissions or discounts. We have agreed to indemnify the Sales Agent against certain civilliabilities, including liabilities under the Securities Act. See the section titled “Plan of Distribution” on page S-10 ofthis prospectus supplement.Investing in our common stock involves certain risks. You should carefully consider the specific risks set forth under the caption “Risk Factors” under Item 1A of Part I of our most recent Annual Report onForm 10-K and Item 1A of Part II of our Quarterly Reports on Form 10-Q, which are incorporated byreference into this prospectus, as well as the additiona