Ranking

 

The Series C Preferred Stock will rank junior, with respect to dividend rights and rights upon liquidation, winding-up, or dissolution, to the Company’s Series A Preferred Stock, $0.0001 par value per share (the “Series A Preferred Stock”), and Series B Preferred Stock, $0.0001 par value per share (the “Series B Preferred Stock”), (excluding the additional accrued 9% portion of the Series B Preferred Stock dividend). The Series C Preferred Stock will rank, with respect to dividend rights and rights upon liquidation, winding-up, or dissolution (i) senior to all classes of the Company’s common stock, and to any other class or series of the Company’s capital stock issued in the future unless the terms of that capital stock expressly provide that it ranks senior to, or on parity with, the Series C Preferred Stock, and (ii) junior to any other class or series of the Company’s capital stock, the terms of which expressly provide that it will rank senior to the Series C Preferred Stock.

Stated Value

 

Each share Series C Preferred Stock will have an initial “Stated Value” of $25.00, subject to appropriate adjustment in relation to certain events as set forth in the Series C Articles Supplementary.

Liquidation Preference

 

Upon any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of shares of the Company’s Series C Preferred Stock will be entitled to receive the following payments (the “Liquidation Preference”):

Holders of Series C Preferred Stock will be entitled to be paid, as the Liquidation Preference applicable to such shares, an amount equal to the Stated Value of $25 per share, plus an amount equal to any accrued and unpaid dividends thereon.

Dividend rights

 

Holders of the Company’s Series C Preferred Stock are entitled to receive, when and as authorized by the Company’s Board of Directors and declared by the Company out of legally available funds, cumulative cash dividends at an annual rate of 9% for the Series C Preferred Stock. This is a preference, not a guarantee, but is a term contained in the Company’s Charter; however, the Board could suspend the dividend at any time, although it would continue to accrue.

Company Special Redemption Right

 

If at any time the Company’s shares of common stock are traded on a national securities exchange with at least three market makers or a New York Stock Exchange Specialist, the Company will have the right to redeem the Series C Preferred Stock at any time at a redemption price equal to the Liquidation Preference for each share of Series C Preferred Stock, as of the Special Redemption Date selected by the Company.

Company Optional Early Redemption Right

 

In addition to the Special Redemption Right described above, the Company also may redeem Series C Preferred Stock for cash, in whole or in part from time to time, during an Early Redemption Period which will begin on January 1, 2027 for the Series C Preferred Stock. The price per Series C Preferred Stock share applicable to any such Optional Early Redemption will be equal to the Liquidation Preference for each share of Series C Preferred Stock, as of the applicable Early Redemption Date selected by the Company.

Holders’ Conversion Right

 

Upon receipt of notice from the Company that the Company intends to redeem the Series C Preferred Stock pursuant to the Optional Early Redemption Right, any holder thereof is entitled to elect instead to receive shares of the Company’s common stock as follows with respect to the Series C Preferred Stock: Each holder of Series C Preferred Stock shall be entitled to elect to receive, in lieu of the aggregate Liquidation Preference for the applicable number of Series C Preferred Stock shares, the number of shares of common stock equal to the value of such aggregate Liquidation Preference divided by $10.25.

Series C Preferred Repurchase Rights

 

Upon the request of a holder of Series C Preferred Stock, the Company may, at the sole discretion of the Company’s Board, repurchase the Series C Preferred Stock held by such holder for (i) $22 per share from the day the stockholder acquired such shares (the “Series C Acquisition Date”) until one year thereafter; (ii) $22.75 per share from the first anniversary until the second anniversary of the Series C Acquisition Date; (iii) $23.50 per share from the second anniversary until the third anniversary of the Series C Acquisition Date; (iv) $24.25 per share from the third anniversary until the fourth anniversary of the Series C Acquisition Date; and (v) $25.00 per share beginning on the fourth anniversary of the Series C Acquisition Date and thereafter. Additionally, subject to Board discretion, in the case of the death or complete disability of a stockholder, from and after the second anniversary of the Series C Acquisition Date, the Company may repurchase the Series C Preferred Stock held by such holder in exchange for payment of $25.00 per share for such a repurchase. Subject to the availability of an exemption from registration or an effective registration statement, a holder of Series C Preferred Stock may request that any such repurchase may be funded through the issuance of shares of common stock.

Voting rights

 

The Company’s Series C Preferred Stock will not be entitled to vote except on limited matters affecting Preferred Stock.

Exhibit Number

Description

 

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

 

MACKENZIE REALTY CAPITAL, INC.

 

 

(Registrant)

 

 

 

 

 

Date: June 12, 2025

By:

/s/ Robert Dixon

 

 

 

Robert Dixon

 

 

 

President