v3.26.3
MORTGAGE NOTES PAYABLE, NOTES PAYABLE AND DEBT GUARANTY
12 Months Ended
Jun. 30, 2026
MORTGAGE NOTES PAYABLE, NOTES PAYABLE AND DEBT GUARANTY [Abstract]  
MORTGAGE NOTES PAYABLE, NOTES PAYABLE AND DEBT GUARANTY
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 are based on the average of the twelve most recently published yields on U.S. Treasury securities adjusted to 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 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 loans require interest-only monthly payments through April 1, 2026, and beginning May 1, 2026, monthly payments of principal and interest are due based on a 360 month amortization period. The remaining unpaid principal balance is due at the maturity date. Accordingly, as of June 30, 2026, the outstanding balances of the loans were $6,725,997 for the Madison mortgage loan and $8,373,180 for the PVT mortgage loan. As of June 30, 2025, 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 mortgage notes payable, net in the consolidated balance sheets.

The following table provides the projected principal payments on Madison’s loan for the next five years:

Fiscal Year Ending June 30, :
 
Principal
 
2027
 
$
65,185
 
 
       
2028
   
69,675
 
 
       
2029
   
75,847
 
 
       
2030
   
81,188
 
 
       
2031
   
6,434,102
 
 
       
Total
 
$
6,725,997
 

The following table provides the projected principal payments on PVT’s loan for the next five years:

Fiscal Year Ending June 30, :
 
Principal
 
2027
 
$
81,149
 
 
       
2028
   
86,738
 
 
       
2029
   
94,422
 
 
       
2030
   
101,070
 
 
       
2031
   
8,009,801
 
 
       
Total
 
$
8,373,180
 
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. 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.

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 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, 2026 and 2025 was $11,660,000, which is disclosed as a part of 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, 2026 and 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, 2026, 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 Secured Overnight Financing Rate (“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 interest are due based on a 360 month amortization period. Accordingly, the outstanding balance of the loan as of June 30, 2026 and 2025, was $17,650,000, which is disclosed as a part of 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
 
2027
 
$
-
 
 
       
2028
   
163,670
 
 
       
2029
   
178,825
 
 
       
2030
   
191,648
 
 
       
2031
   
205,390
 
 
       
Thereafter
   
16,910,467
 
 
       
Total
 
$
17,650,000
 

First & Main Mortgage Notes Payable

The Company assumed a $12,000,000 loan agreement with Exchange Bank at the acquisition of First & Main, carrying a fixed annual interest rate of 3.75%. The loan is secured by the First & Main Office Building and requires monthly principal and interest payments based on a 25-year amortization schedule. The loan had an initial maturity date of February 1, 2026; however, the lender extended the payoff deadline through April 6, 2026 to allow additional time for the refinancing to close.

On April 6, 2026, the Company entered into a loan agreement with Meriwest Credit Union, in the amount of $12,240,000 at a fixed annual interest rate of 6.25%. The loan was obtained to refinance the prior loan with Exchange Bank. The new loan matures on April 1, 2031, and is secured by First & Main Office Building. The loan requires monthly payments of principal and interest of $75,340 over a period of 59 months, with the initial payment due on May 1, 2026. The final payment amounting to $11,429,491 will be due upon maturity. The loan is guaranteed by the Parent Company and the Operating Partnership.

The outstanding balances of the loan as of June 30, 2026 and 2025, were $12,206,569 and $10,626,226, respectively, which are disclosed as part of 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
 
2027
 
$
139,066
 
 
       
2028
   
152,573
 
 
       
2029
   
164,469
 
 
       
2030
   
175,048
 
 
       
2031
   
11,575,413
 
 
       
Total
 
$
12,206,569
 
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 and $100,000 were paid off as of December 31, 2023 and April 8, 2026, respectively. The maturity dates of the remaining promissory notes were extended to: 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 part of 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 outstanding balances of the loan as of June 30, 2026 and 2025 were $152,720 and $150,000, respectively, which are disclosed as part of 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. The $220,000 loan was repaid in full as of June 30, 2026. The outstanding balance of the loan as of June 30, 2025 was $143,384, which is disclosed as a part of 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 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 balances of the loan as of June 30, 2026 and 2025 were $7,877,439 and $7,972,744, respectively, which are disclosed as part of mortgage notes payable, net in the consolidated balance sheets.

The following table provides the projected principal payments on the loan for the next four years:

Fiscal Year Ending June 30, :
 
Principal
 
2027
 
$
93,674
 
 
       
2028
   
98,823
 
 
       
2029
   
107,283
 
 
       
2030
   
7,577,659
 
 
       
Total
 
$
7,877,439
 
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 balances of the loan as of June 30, 2026 and 2025 were $154,043 and $157,191, respectively, which are disclosed as part of 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.

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 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 (and Wiseman is no longer a guarantor). The outstanding balances of the loan as of June 30, 2026 and 2025 were $5,830,275 and $5,932,794, respectively, which are disclosed as part of mortgage notes payable, net in the consolidated balance sheets.

In October 2025, we listed the underlying property for sale as discussed in Note 5.

The following table provides the projected principal payments on the loan for the next two years:

Fiscal Year Ending June 30, :
 
Principal
 
2027
 
$
105,650
 
 
       
2028
   
5,724,625
 
 
       
Total
 
$
5,830,275
 

Main Street West Mortgage Notes Payable

On June 6, 2025, the Company refinanced its mortgage on the Main Street West Office Building with EverTrust Bank. The loan is secured by the Main Street West Office Building and has a principal amount of $9,500,000. It bears interest at the Wall Street Journal Prime Rate, currently 6.75% per annum, with a floor of 6.50%. Monthly payments of principal and interest are required based on a 300‑month amortization schedule, with the remaining unpaid principal balance 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. 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. In October 2025, the Company executed leases with third-party tenants for this space, and the leases commenced in December 2025 and January 2026. For the year ended June 30, 2026, rental revenue of $310,635 from Innovate Napa was eliminated in consolidation.

The outstanding balances of the loan as of June 30, 2026 and 2025 were $9,349,746 and $9,500,000, respectively, which are disclosed as part of mortgage notes payable, net in the consolidated balance sheets. Total accrued interest on the loan as of June 30, 2026 and 2025, was $52,592 and $51,239, respectively.
The following table provides the projected principal payments on the loan for the next two years:

Fiscal Year Ending June 30, :
 
Principal
 
2027
 
$
147,005
 
 
       
2028
   
9,202,741
 
 
       
Total
 
$
9,349,746
 

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 balances of the loan as of June 30, 2026 and 2025 were $154,853 and $161,300, respectively, which are disclosed as a part of 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, 2026 and 2025 was $2,145,000, which is disclosed as a part of 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, 2026 and 2025 amounted to $97,996 and $142,596, respectively, and was netted against the total debt balance in the consolidated balance sheets.

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, 2026 and 2025 was $1,155,000, which is disclosed as a part of mortgage notes payable, net in the consolidated balance sheets.

Consistent with asset acquisition accounting, the debt acquired from the acquisition of the 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, 2026 and 2025, amounted to $52,733 and $76,733, 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 balances of the loan as of June 30, 2026 and 2025 were $13,082,191 and $13,346,323, respectively, which are disclosed as part of 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, 2026 and 2025, amounted to $744,750 and $844,050, 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
 
2027
 
$
263,737
 
 
       
2028
   
250,402
 
 
       
2029
   
253,672
 
 
       
2030
   
268,076
 
 
       
2031
   
283,299
 
 
       
Thereafter
   
11,763,005
 
 
       
Total
 
$
13,082,191
 

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 balances of the loan as of June 30, 2026 and 2025 were $7,549,007 and $7,704,950, respectively, which are disclosed as part of mortgage notes payable, net in the consolidated balance sheets.

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, 2026 and 2025 amounted to $161,698 and $241,222, 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 two years:

Fiscal Year Ending June 30, :
 
Principal
 
2027
 
$
159,414
 
 
       
2028
   
7,389,593
 
 
       
Total
 
$
7,549,007
 

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 balances of the loan as of June 30, 2026 and 2025 were $152,844 and $150,000, respectively, which are disclosed as a part of notes payable, net in the consolidated balance sheets.
MRC Aurora Construction Loan

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 Aurora at Green Valley. The loan bears interest at a variable rate equal to the Prime Rate plus 0.25% and had an initial maturity date of 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 Company exercised its extension options, and the loan was extended first through July 31, 2026 and subsequently through January 1, 2027. The monthly accrued interest is added on the outstanding loan balance. The outstanding balances of the loan as of June 30, 2026 and 2025, were $17,143,241 and $6,597,850, respectively, which are disclosed as part of mortgage notes payable, net in the consolidated balance sheets.

MacKenzie Satellite Mortgage Notes Payable

On August 21, 2024, MacKenzie Satellite entered into a loan agreement with Summit Bank, now known as Summit Financial, 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 balances of the loan as of June 30, 2026 and 2025 were $5,805,598 and $5,909,606, respectively, which are disclosed as part of mortgage notes payable, net in the consolidated balance sheets.

As of June 30, 2026, the Company was not in compliance with the required debt service coverage ratio under the loan agreement. If the lender elects to exercise its remedies as a result of the covenant violation, the Company intends to use amounts available under its revolving line of credit with Patterson Real Estate Services LP, which was increased from $10,000,000 to $18,000,000 on September 28, 2026, as discussed in Note 19, Subsequent Events, to repay the outstanding balance of the loan, if necessary.

As a result of the covenant violation, the remaining unpaid principal balance of the loan is presented as due within the fiscal year ending June 30, 2027 in the following table of projected principal payments, rather than within the fiscal year ending June 30, 2028.

Fiscal Year Ending June 30, :
 
Principal
 
2027
 
$
5,805,598
 

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 July 1, 2029. The remaining unpaid principal balance is due at maturity date. The outstanding balances of the loan as of June 30, 2026 and 2025 were $7,660,973 and $7,747,998, respectively, which are disclosed as part of mortgage notes payable, net in the consolidated balance sheets.

The following table provides the projected principal payments on the loan for the next four years:

Fiscal Year Ending June 30, :
 
Principal
 
2027
 
$
84,783
 
 
       
2028
   
93,650
 
 
       
2029
   
102,032
 
 
       
2030
   
7,380,508
 
 
       
Total
 
$
7,660,973
 
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 balances of the loan as of June 30, 2026 and 2025 were $153,521 and $150,000, respectively, which are disclosed as a part of notes payable, net in the consolidated balance sheets.

Line of Credit Agreement

On January 22, 2025, we entered into a revolving line of credit agreement with Patterson Real Estate Services LP (“PRES”), an affiliate of the Adviser, of up to $10,000,000. Interest accrues on any unpaid principal balance on the note at a fixed annual interest rate of 10%. In addition, an origination fee of 2% is charged on each advance and the sum is added to the principal balance. The original maturity date of the loan was June 1, 2026. The loan requires monthly interest payments beginning on March 1, 2025, with the remaining principal balance due at maturity. The outstanding balances of the loan as of June 30, 2026 and 2025 were $10,000,000 and $9,588,000, respectively, which include $196,078 and $188,000 of loan origination fees, respectively, and are disclosed as part of line of credit, net in the consolidated balance sheets. The loan origination fee is capitalized and amortized over the life of the loan. As of June 30, 2026, the loan origination fee is fully amortized. As of June 30, 2025, the unamortized balance amounted to $138,611, which is netted against the total debt balance in the consolidated balance sheets.

On September 24, 2025, the line of credit agreement with PRES was amended to extend the maturity date to December 31, 2027.

For the years ended June 30, 2026 and 2025, we incurred interest expense of $1,013,088 and $324,643, respectively, on the line of credit. Interest payable of $1,297,781 and $284,693 remained outstanding as of June 30, 2026 and 2025, respectively, and is disclosed as part of accounts payable and accrued liabilities in the consolidated balance sheets.

Secured Promissory Note Agreement

On June 11, 2025, the Company entered into a note purchase agreement with Streeterville 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. The secured promissory notes issued under the note purchase agreements bear interest at a fixed rate of 9% per annum. On that date, the Investor funded $1,000,000 in cash, and the Company issued the first secured promissory note in the principal amount of $1,115,000 (“Note #1”), 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. On August 1, 2025, the Investor funded $500,000 (“Note #2”) in cash, and the Company issued the second secured promissory note in the principal amount of $545,000, which included an original issue discount of $45,000. The note matures 18 months after the funding date, or on February 28, 2027.

On January 15, 2026, the Company issued the third secured promissory note (“Note #3”) to the Investor under the note purchase agreement in the aggregate principal amount of $1,635,000, which included an original issue discount of $135,000. Note #3 matures on July 15, 2027.

On March 6, 2026, the Company entered into another note purchase agreement with the Investor providing for the issuance of up to $1,095,000 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 the fourth secured promissory note in the principal amount of $1,095,000 (“Note #4”), which included an original issue discount of $90,000 and transaction expenses of $5,000. The note matures 18 months after the funding date, or on September 6, 2027.

For the first five months following issuance of each secured promissory note, the Company is required to make monthly payments equal to the accrued interest. Beginning in the sixth month and continuing until maturity, the Company must make monthly payments of $93,000, $45,500, $136,250 and $91,250 on Note #1, Note #2, Note #3 and Note #4, respectively, plus accrued interest.

In the event the notes above are outstanding on the 90-day anniversary of the purchase price date, the Company will be charged a one-time fee to cover the Investor’s accounting, legal and other costs incurred in monitoring the notes equal to the outstanding balance divided by 0.93 less the outstanding balance. The monitoring fee will be automatically added to the outstanding balance on that date. During the year ended June 30, 2026, the Company incurred $84,514, $41,310, $123,991 and $82,998 in monitoring fees related to Note #1, Note #2, Note #3 and Note #4, respectively.
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.

As of June 30, 2026, the pledged assets had an aggregate carrying amount of $2,760,318 and consisted principally of cash and cash equivalents, investments at fair value, investments income, rents and other receivables and prepaid expenses and other assets. The pledged assets are included within their respective line items in the consolidated balance sheet.

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.

Note #1 and Note #2 were repaid in full as of March 31, 2026.

The outstanding balances of the loan as of June 30, 2026 and 2025 were $2,936,989 and $1,115,000, respectively, which are disclosed as part of notes payable, net in the consolidated balance sheets.

The following table provides the projected principal payments on the loan for the next two years:

Fiscal Year Ending June 30, :
 
Principal
 
2027
 
$
2,671,491
 
 
       
2028
   
265,498
 
 
       
Total
 
$
2,936,989
 

The table below presents the total loans outstanding at the underlying companies as of June 30, 2026, and the fiscal years those loans mature. Amounts presented in the fiscal year ending June 30, 2027 include the remaining unpaid principal balance of the MacKenzie Satellite Mortgage Notes Payable as a result of the covenant violation described above.

Fiscal Year Ending June 30, :
 
Principal
 
2027
 
$
26,859,993
 
 
       
2028
   
33,497,988
 
 
       
2029
   
4,726,550
 
 
       
2030
   
27,435,197
 
 
       
2031
   
26,508,005
 
 
       
Thereafter
   
29,441,453
 
 
       
Total
 
$
148,469,186
 

Financial Covenants

Certain of our property-level mortgage loans contain customary financial and other covenants, including minimum debt service coverage ratio requirements. As of June 30, 2026, we were in compliance with all material covenants under our outstanding debt agreements, except for the MacKenzie Satellite Mortgage Notes Payable, for which the Company was not in compliance with the required debt service coverage ratio as discussed under MacKenzie Satellite Mortgage Notes Payable.
 
Debt Guaranty

The Wiseman Partnerships had mortgage loans and solar leases with various banks, all of which were guaranteed by The Wiseman Company, LLC (“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, One Harbor Center, LP, Martin Plaza Associates, LP, and Main Street West are also guaranteed by the Wiseman Partnerships’ general partner as the co-guarantor.

On July 1, 2022, the Operating Partnership agreed to indemnify Doyle Wiseman for any losses he may suffer from a Wiseman Partnership default on its mortgage or solar lease obligations. Each of the Wiseman Partnerships remains adequately capitalized and has sufficient cash flow to service its mortgage notes; accordingly, no liability has been recorded under these guaranties as of June 30, 2026.

The First & Main mortgage was refinanced on April 6, 2026, with Meriwest Credit Union. The loan is secured by the First & Main Office Building and is guaranteed by the Parent Company and the Operating Partnership.

The Main Street West mortgage was refinanced on June 6, 2025, with EverTrust Bank. The loan is secured by the Main Street West Office Building and is guaranteed by the Parent Company.

As of June 30, 2026, refinancings have resulted in removal of Wiseman as guarantor at Westside Professional Center, Green Valley Medical Center, Woodland Corporate Center Two, 1300 Main, Main Street West and First & Main. 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.

The mortgage loan of GVEC is guaranteed by PRES (an affiliate of the Adviser) and by its owner, Berniece A. Patterson, and her trust. As part of the GVEC contribution agreement, the Operating Partnership indemnified Berniece 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 are also guaranteed by the Parent Company. The note purchase agreement and secured note entered into in June 2025 are guaranteed by MRC QRS.

Management has evaluated all such guaranties and indemnities and determined that no liability is required to be recorded as of
June 30, 2026.