MacKenzie Realty Capital Inc 2024年度报告

FORM10-K ☑ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year endedJune 30, 2025OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from __________ to __________ Commission file number:000-55006 MACKENZIE REALTY CAPITAL, INC. (Exact Name of Registrant as Specified in its Charter) Maryland45-4355424(State or Other Jurisdiction of Incorporation orOrganization)(IRS Employer Identification No.) 89 Davis Road, Suite 100Orinda,California94563(Address of Principal Executive Offices)(Zip Code) Registrant’s Telephone Number, Including Area Code: (925)631-9100 Securities registered pursuant to Section 12(b) of the Act: Title of each classTrading symbol (s)Name of exchange on which registeredCommon Stock, $0.0001 par value per shareMKZRNasdaqCapital Market Securities registered pursuant to Section 12(g) of the Act: None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☑ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☑ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.Yes☑No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☑No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Smaller reporting company☑Emerging growth company☐ Non-accelerated filer☑ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☑ The aggregate market value of voting stock held by non-affiliates of the registrant as of December 31, 2024 (the last business day ofthe registrant’s most recently completed second fiscal quarter) was $42,323,788, based on the closing price of the registrant’s commonstock on the Nasdaq Capital Market on that date. The number of the shares of issuer’s Common Stock outstanding as ofSeptember 29, 2025, after giving effect to the 1-for-10 reversestock split effected on August 4, 2025, was1,769,284. DOCUMENTS INCORPORATED BY REFERENCE Certain portions of the registrant’s definitive proxy statement, in connection with its 2025 annual meeting of stockholders, to be filedwithin 120 days of June 30, 2025, are incorporated by reference into Part III of this Annual Report on Form 10-K. TABLE OF CONTENTS PART IPageItem 1.Business1Item 1A.Risk Factors9Item 1B.Unresolved Staff Comments28Item 1C.Cyber Security29Item 2.Properties31Item 3.Legal Proceedings31Item 4.Mine Safety Disclosures31 Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities32Item 6.Selected Financial Data35Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations35Item 7A.Quantitative and Qualitative Disclosures about Market Risk54Item 8.Consolidated Financial Statements and Supplementary Data54Item 9.Changes in and Disagreements with Accountants on Accounting and Financial