MKZR on Nasdaq

MacKenzie Realty Capital, Inc.

MacKenzie Realty Capital, Inc. is an American real estate investment trust based in Orinda, incorporated in Maryland.2 Its shares trade on Nasdaq under the symbol MKZR.2

Price unavailable

Last updated Oct 20, 2026.

Overview

$20.0MRevenue, fiscal 20263
-$14.1MNet income, fiscal 20263

Compare with KILROY REALTY CORP, Sunrise Realty Trust, Inc. or DDR Corp., or pick any stock.

  • TickerMKZR on Nasdaq2
  • IndustryReal Estate Investment Trusts2
  • HeadquartersMoraga, United States2
  • Incorporated inMD4
  • Business address89 Davis Road, Ste. 100, Orinda, Ca 945634
  • Filer categoryNon-accelerated filer, Smaller reporting company4
  • Legal formCorporation2
  • Kind of organizationReal estate investment trust2
  • LEI5493007PVOXYXKFFCC862
  • StatusActive2
  • LEI statusLapsed (not renewed)2
  • Registered addressC/O National Registered Agents, Inc. Of MD., 21201 Moraga, United States2
  • Registered withSecretary of State, C35243962

Nasdaq Stock Market (“Nasdaq”) approved the listing of our common stock, and trading commenced on the Nasdaq Capital Market on November 11, 2024.6 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2026

-78.0%Operating margin3
-70.6%Net margin3
-9.3%Revenue growth, 20263
-32.3%Return on equity3
3.39×Debt to equity3

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Business segments

Commercial brought in 65% of the revenue MacKenzie Realty Capital, Inc. broke down this way in fiscal 2026.

  1. Commercial$13.1M365%down 19% from 2025
  2. Residential$6.9M335%up 18% from 2025
Business segments by year
Business segments20252026
Commercial$16.2M$13.1M
Residential$5.9M$6.9M

Where the money goes

Where each dollar of revenue went, fiscal 2026

  • Other costs100¢$20.0M

Out of $20.0M in revenue.3 The company lost money this year.

Financial statements

Revenue7893$20.0M in 2026+93% since 2022
0$10.0M$20.0M$30.0M2022: $10.4M$10.4M20222023: $15.1M$15.1M2023+46%2024: $15.7M$15.7M2024+4%2025: $22.1M$22.1M2025+40%2026: $20.0M$20.0M2026−9%
Operating income7893-$15.6M in 2026−6% since 2022
-$30.0M-$20.0M-$10.0M02022: -$16.6M-$16.6M20222023: -$19.9M-$19.9M2023+20%2024: -$9.9M-$9.9M2024−50%2025: -$23.5M-$23.5M2025+137%2026: -$15.6M-$15.6M2026−33%
Net income107893-$14.1M in 2026
-$30.0M-$20.0M-$10.0M0$10.0M2019: $2.9M$2.9M20192020: -$11.7M-$11.7M20202022: $4.3M$4.3M20222023: -$3.7M-$3.7M20232024: -$11.2M-$11.2M2024+204%2025: -$24.0M-$24.0M2025+114%2026: -$14.1M-$14.1M2026−41%

Every line of the income statement as filed: the last 2 fiscal years, latest first.3

Period ending2026-06-302025-06-30
Rental, reimbursements and other property income$20.0M$22.1M
Interest expense$9.9M$8.5M
Depreciation and amortization$9.1M$11.4M
Property operating and maintenance$8.1M$7.4M
Asset management fees to related party (Note 8)$3.4M$3.4M
Bonus management fees to related party (Note 8)$26.9K$0
General and administrative$1.4M$2.6M
Professional fees$893.1K$1.8M
Administrative cost reimbursements to related party (Note 8)$881.0K$669.9K
Directors fees$159.0K$149.2K
Transfer agent cost reimbursements to related party (Note 8)$0$6.1K
Impairment loss on assets held for sale$1.7M$0
Impairment loss$0$9.5M
Total operating expenses$35.6M$45.5M
Operating loss-$15.6M-$23.5M
Dividend and distribution income from equity securities at fair value$242.5K$74.8K
Dividend expense from securities sold, not yet purchased, at fair value-$1.1K$0
Net unrealized gain on equity securities at fair value$790.4K$49.4K
Net income (loss) from equity method investments at fair value$430.0K-$764.9K
Net realized income from investments$24.3K$132.4K
Net loss-$14.1M-$24.0M
Net income attributable to non-controlling interests-$3.4M-$1.9M
Net income attributable to preferred stockholders Series A, B and C-$1.6M-$1.4M
Net loss attributable to common stockholders-$19.1M-$27.3M
Net loss per share attributable to common stockholders, Basic (in Dollars per share)-$9.54-$18.66
Net loss per share attributable to common stockholders, Diluted (in Dollars per share)-$9.54-$18.66
Diluted weighted average common shares outstanding (in Shares)2.0M shares1.5M shares

Compare MacKenzie Realty Capital, Inc. with another company

Corporate structure

MacKenzie Realty Capital, Inc. sits at the top of its group. 27 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of MacKenzie Realty Capital, Inc.

  • Robert E. Dixon Filed SCHEDULE 13D/A on MacKenzie Realty Capital, Inc., latest Aug 11, 2026 (5 filings since Aug 21, 2025)
  • ARMISTICE CAPITAL, LLC Filed SCHEDULE 13G/A on MacKenzie Realty Capital, Inc., latest Nov 14, 2025 (3 filings since May 15, 2025)
  • MacKenzie Realty Capital, Inc. Moraga, California, United States
    • 1300 Main LLC Subsidiary · California, United States
    • 220 Campus Lane, LLC Subsidiary · California, United States
    • Campus Lane Residential, LLC Subsidiary · California, United States
    • First & Main, LLC Subsidiary · California, United States
    • Green Valley Medical Center, LLC Subsidiary · California, United States
    • GV Executive Center, LLC Subsidiary · California, United States
    • Hollywood Hillview Owner, LLC Subsidiary · Delaware, United States
    • Innovate Napa, LLC Subsidiary · California, United States
    • MAC Operating Partnership, LP Subsidiary · California, United States
    • MacKenzie Apartment Communities, Inc. Subsidiary · California, United States
    • MacKenzie NY Real Estate 2 Corp. Subsidiary · New York, United States
    • MacKenzie Realty Operating Partnership, LP Subsidiary · Delaware, United States
    • MacKenzie Satellite Place Corp. Subsidiary · Delaware, United States
    • MacKenzie-BAA IG Shoreline LLC Subsidiary · California, United States
    • Madison-PVT Partners LLC Subsidiary · California, United States
    • Main Street West, LLC Subsidiary · California, United States
    • Martin Plaza, LLC Subsidiary · California, United States
    • MRC Aurora, LLC Subsidiary · California, United States
    • MRC QRS, INC. Subsidiary · Delaware, United States
    • MREIT Operating Partnership, LP Subsidiary · California, United States
    • One Harbor Center, LLC Subsidiary · California, United States
    • PT Hillview GP, LLC Subsidiary · Delaware, United States
    • PVT-Madison Partners LLC Subsidiary · California, United States
    • Westside Professional Center, LLC Subsidiary · California, United States
    • Woodland Corporate Center Two, LP Subsidiary · California, United States
    • and 1 more

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What MacKenzie Realty Capital, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Land$42.6M3 Jun 30, 2026$42.6M3 Jun 30, 20250%
Buildings and improvements$189.1M3 Jun 30, 2026$182.9M3 Jun 30, 2025+3.4%
Finance-lease assets$1.1M3 Jun 30, 2026$1.6M3 Jun 30, 2025−28.3%
Operating-lease assets (leased space)$10.9M3 Jun 30, 2026$11.7M3 Jun 30, 2025−6.5%

Real estate and locations

ItemLatestA year beforeChange
Real estate investments, net$212.7M3 Jun 30, 2026$212.8M3 Jun 30, 20250%
Real estate accumulated depreciation$29.9M3 Jun 30, 2026$24.4M3 Jun 30, 2025+22.6%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$3.5M3 Jun 30, 2026$3.6M3 Jun 30, 2025−3.0%

Intangibles and goodwill

ItemLatestA year beforeChange
Finite-lived intangibles, gross$10.5M3 Jun 30, 2026$11.2M3 Jun 30, 2025−5.7%
Accumulated amortization$7.4M3 Jun 30, 2026$7.0M3 Jun 30, 2025+5.7%
Finite-lived intangibles, net$2.9M3 Jun 30, 2026$4.0M3 Jun 30, 2025−28.6%

Properties, in its own words

We currently own and manage nine commercial real estate properties: Satellite Place Office Building located in Duluth, GA, 1300 Main Office Building, First & Main Office Building and Main Street West Office Building located in Napa, CA, Woodland Corporate Center located in Woodland, CA, 220 Campus Lane Office Building, Green Valley Medical Center and Green Valley Executive Center located in Fairfield, CA and One Harbor Center located in Suisun, CA and five residential apartments: Aurora at Green Valley located in Fairfield, CA, Commodore Apartments and The Park View Apartments, located in Oakland, CA, Hollywood Apartments located in Los Angeles, CA, and the Shoreline Apartments located in Concord, CA.

Additional details concerning the properties are discussed under the heading Properties in Item 7 in this report.

Item 2 of the 10-K filed Sep 28, 2026.6

Leadership

Who has led MacKenzie Realty Capital, Inc., and when. Pick a name to see everywhere that person has worked.

Chief operating officer

  1. Glen W. Fuller2013–2017
201520202025
Board members and other officers (10)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • Executive Officer, DirectorChip Patterson named Jun 15, 2022 to Mar 13, 202527
  • Executive OfficerRobert Dixon named Mar 13, 202527
  • Executive OfficerMacKenzie Realty Capital Simpson named Jun 15, 202228
  • Executive OfficerRobert Suite 1000 Dixon named Jun 15, 202228

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • 1300 Main LLC California5
  • 1300 Main, LP California5
  • 220 Campus Lane, LLC California5
  • Campus Lane Residential, LLC California5
  • First & Main, LLC California5
  • First & Main, LP California5
  • GV Executive Center, LLC California5
  • Green Valley Medical Center, LLC California5
  • Green Valley Medical Center, LP California5
  • Hollywood Hillview Owner, LLC Delaware5
  • Innovate Napa, LLC California5
  • MAC Operating Partnership, LP California5
  • MRC Aurora, LLC California5
  • MRC QRS, INC. Delaware5
  • MREIT Operating Partnership, LP California5
  • MacKenzie Apartment Communities, Inc. California5
  • MacKenzie NY Real Estate 2 Corp. New York5
  • MacKenzie Realty Operating Partnership, LP Delaware5
  • MacKenzie Satellite Place Corp. Delaware5
  • MacKenzie-BAA IG Shoreline LLC California5
  • Madison-PVT Partners LLC California5
  • Main Street West, LLC California5
  • Main Street West, LP California5
  • Martin Plaza, LLC California5
All 31 listed subsidiaries
  • One Harbor Center, LLC California5
  • One Harbor Center, LP California5
  • PT Hillview GP, LLC Delaware5
  • PVT-Madison Partners LLC California5
  • Westside Professional Center, LLC California5
  • Woodland Corporate Center Two, LP California5
  • Woodland Corporate Center, LLC California5

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. Oct 2, 20268-K Regulation FD disclosure; Other events29
  2. Sep 30, 20268-K Regulation FD disclosure; Other events30
  3. Jul 29, 20268-K Regulation FD disclosure31
  4. Jul 14, 20268-K Regulation FD disclosure; Other events32
  5. May 18, 20268-K Other events33
  6. May 15, 20268-K Other events34
  7. Apr 16, 20268-K Regulation FD disclosure; Other events35
  8. Mar 6, 20268-K Entered a material agreement; New debt or obligation; Regulation FD disclosure36
  9. Jan 21, 20268-K Entered a material agreement; New debt or obligation37
  10. Jan 15, 20268-K Regulation FD disclosure; Other events38
  11. Jan 14, 20268-K Entered a material agreement39
  12. Jan 9, 20268-K Other events40

Filings

259 filings to the SEC since October 2021: 6 annual reports, 15 quarterly reports, 82 major events, 88 insider forms, 8 large holders, 2 private raises, 58 other. The latest 20:

  1. Oct 9, 20261-A POS EDGAR
  2. Oct 2, 2026DEF 14A PROXY STATEMENT EDGAR
  3. Oct 2, 20268-K CURRENT REPORT FILING EDGAR
  4. Sep 30, 20268-K CURRENT REPORT FILING EDGAR
  5. Sep 28, 202610-K EDGAR
  6. Aug 11, 2026SCHEDULE 13D/A EDGAR
  7. Aug 10, 20264 PRIMARY DOCUMENT EDGAR
  8. Aug 10, 20264 PRIMARY DOCUMENT EDGAR
  9. Aug 10, 20264 PRIMARY DOCUMENT EDGAR
  10. Aug 4, 2026SCHEDULE 13D/A EDGAR
  11. Aug 4, 20264 PRIMARY DOCUMENT EDGAR
  12. Aug 4, 20264 PRIMARY DOCUMENT EDGAR
  13. Aug 4, 20264 PRIMARY DOCUMENT EDGAR
  14. Jul 29, 20268-K CURRENT REPORT FILING EDGAR
  15. Jul 14, 20268-K CURRENT REPORT FILING EDGAR
  16. May 18, 20268-K/A CURRENT REPORT FILING EDGAR
  17. May 15, 20268-K CURRENT REPORT FILING EDGAR
  18. May 15, 202610-Q EDGAR
  19. Apr 16, 20268-K FORM 8K EDGAR
  20. Apr 7, 2026SCHEDULE 13D/A EDGAR

The 259 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

111 open-market trades by officers, directors and large owners since October 2021: 111 buys and 0 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Aug 10, 2026DIXON ROBERT ECEO/PresidentBuy23,400$1.60$37.4KForm 4
Aug 10, 2026FULLER GLEN WTreasurerBuy23,400$1.60$37.4KForm 4
Aug 10, 2026PATTERSON CHARLES E. IIGeneral Counsel/SecretaryBuy23,400$1.60$37.4KForm 4
Aug 7, 2026DIXON ROBERT ECEO/PresidentBuy10,000$1.59$15.9KForm 4
Aug 7, 2026FULLER GLEN WTreasurerBuy10,000$1.59$15.9KForm 4
Aug 7, 2026PATTERSON CHARLES E. IIGeneral Counsel/SecretaryBuy10,000$1.59$15.9KForm 4
Aug 3, 2026DIXON ROBERT ECEO/PresidentBuy30,000$1.20$36.0KForm 4
Aug 3, 2026FULLER GLEN WTreasurerBuy30,000$1.20$36.0KForm 4
Aug 3, 2026PATTERSON CHARLES E. IIGeneral Counsel/SecretaryBuy30,000$1.20$36.0KForm 4
Jul 31, 2026DIXON ROBERT ECEO/PresidentBuy36,600$1.41$51.6KForm 4
Jul 31, 2026FULLER GLEN WTreasurerBuy36,600$1.41$51.6KForm 4
Jul 31, 2026PATTERSON CHARLES E. IIGeneral Counsel/SecretaryBuy36,600$1.41$51.6KForm 4
Apr 6, 2026DIXON ROBERT ECEO/PresidentBuy10,000$3.50$35.0KForm 4
Feb 24, 2026DIXON ROBERT ECEO/PresidentBuy5,000$3.64$18.2KForm 4
Nov 26, 2025DIXON ROBERT ECEO/PresidentBuy3,000$4.05$12.2KForm 4
Nov 24, 2025DIXON ROBERT ECEO/PresidentBuy2,084$4.05$8.4KForm 4
Nov 21, 2025DIXON ROBERT ECEO/PresidentBuy1,862$4.00$7.4KForm 4
Oct 3, 2025DIXON ROBERT ECEO/PresidentBuy1,000$5.10$5.1KForm 4
Oct 3, 2025Sherpa AngcheChief Financial OfficerBuy1,000$5.10$5.1KForm 4
Oct 3, 2025Simpson Christine ElizabethChief Portfolio ManagerBuy1,000$5.10$5.1KForm 4

All 111 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

  • Robert E. DixonSCHEDULE 13D/A, 5 filings Aug 21, 2025 to Aug 11, 202641
  • ARMISTICE CAPITAL, LLCSCHEDULE 13G/A, 3 filings May 15, 2025 to Nov 14, 202542

Money raised

Private offerings the company reported to the SEC on Form D.

  1. Feb 28, 2025Raised $4.8 million in a private offering of equity Form D: 1 investor so far Form D
  2. Jun 1, 2022Raised $46,273 in a private offering of equity Form D: 2 investors so far Form D

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Concorde Asset Management, LLC43,100$73.7K0.0%+4,850
Quinn Opportunity Partners LLC41,396$70.8K0.0%No change
Geode Capital Management, LLC18,401$31.5K0.0%−21,072
Citadel Advisors LLC18,172$31.1K0.0%−492
Vanguard Capital Management LLC16,975$29.0K0.0%No change
Vanguard Fiduciary Trust Co7,735$13.2K0.0%No change
BlackRock, Inc.3,516$6.0K0.0%No change
Farther Finance Advisors, LLC3,248$5.6K0.0%New
Osaic Holdings, Inc.2,215$3.8K0.0%+427
Tower Research Capital LLC (TRC)2,200$3.8K0.0%New
Allied Private Wealth LLC720$1.2K0.0%New
UBS Group AG658$1.1K0.0%+179
Kozak & Associates, Inc.529$8990.0%No change
Hrt Financial LP28,723$490.0%New
Barclays PLC27$460.0%New

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How MacKenzie Realty Capital, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARMacKenzie Realty Capital, Inc.1
  • CIK0001550913
  • Employer ID (EIN)45-43554246
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company6
  • Incorporated inMaryland6
  • Fiscal year endsJune 301
  • Industry code (SIC)6798 Real Estate Investment Trusts1
  • SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance1
  • Business address89 Davis Road, Ste. 100, Orinda, CA 945631
  • Phone925-631-91001
  • Shares outstanding2,774,688 shares as of Sep 28, 20266
  • Public float$7.2M as of Dec 31, 20256
  • AuditorBaker Tilly US, LLP, San Francisco, California PCAOB ID 23; no auditor attestation of internal control over financial reporting6
  • On EDGAR sinceJun 1, 20121
  • Filings635 in all: 8-K (120), 4 (90), SC TO-T/A (43), 10-Q (40), SC TO-T (34), 4/A (27), CORRESP (27), SC TO-I/A (21)1
    All 56 form types

    SC TO-I (18), 3 (16), 497 (16), DEF 14A (16), 10-K (14), POS 8C (11), UPLOAD (11), DEFA14A (10), PRE 14A (10), 1-A POS (9), EFFECT (9), N-2/A (8), 8-K/A (7), 1-A/A (6), 253G2 (6), 40-APP/A (6), QUALIF (6), 497AD (5), POS EX (5), SCHEDULE 13D/A (4), 1-A (3), N-2 (3), 1-A-W (2), 10-K/A (2), 40-17G (2), 424B5 (2), D (2), NT 10-Q (2), S-3/A (2), SCHEDULE 13G/A (2), 40-APP (1), 8-A12B (1), 8-A12G (1), ARS (1), AW (1), CERT (1), N-54A (1), N-54C (1), N-6F (1), PRE 14C (1), PRER14A (1), S-3 (1), S-3D (1), S-3DPOS (1), SC 13E3 (1), SC 13G (1), SCHEDULE 13D (1), SCHEDULE 13G (1)

  • Latest filingsAnnual report (10-K) Sep 28, 2026
    Quarterly report (10-Q) May 15, 2026
    Proxy statement (DEF 14A) Oct 2, 2026
    Latest 8-K (8-K) Oct 2, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, $0.0001 par value per shareMKZRNasdaq

From the cover page of the 10-K filed Sep 28, 2026 (Section 12(b) of the Exchange Act).6

Risk factors and legal proceedings

The risks MacKenzie Realty Capital, Inc. names in Item 1A of its 10-K filed Sep 28, 2026: 70 risks under these headings, as written.6

  • Risks Related to Investing in Real Estate
  • The market for real estate investments is highly competitive.
  • Real estate investments are not as liquid as other types of assets, which may reduce economic returns to our stockholders.
  • Investments in real estate-related assets can be speculative.
  • We will likely receive limited representations and warranties from sellers.
  • We may be subject to the risk of liability and casualty loss as the owner of an investment.
  • We could be exposed to environmental liabilities with respect to investments to which we take title.
  • Liability relating to environmental matters may impact the value of the properties that we may acquire or underlying our investments.
  • Discovery of previously undetected environmentally hazardous conditions, including mold or asbestos, may lead to liability for adverse health effects and costs of remediating the problem could adversely affect our operating results.
  • Adverse economic conditions may negatively affect our results of operations and, as a result, our ability to make distributions to our stockholders or to realize appreciation in the value of our investments.
  • We may be adversely affected by unfavorable economic changes in the specific geographic areas where our investments are concentrated.
  • Inflation may adversely affect our financial condition and results of operations.
The other 59 risks
  • Our success is materially dependent on attracting qualified tenants.
  • We may not be able to re-lease or renew leases at the investments held by us on terms favorable to us or at all.
  • The bankruptcy, insolvency or diminished creditworthiness of our tenants under their leases or delays by our tenants in making rental payments could seriously harm our operating results and financial condition.
  • We may not obtain audited results of prior operations for certain properties in which we invest.
  • Significant restrictions on transfer and encumbrance of investments subject to mortgage or other debt financing are expected.
  • We may not obtain independent third-party appraisals or valuation reports on all of our investments.
  • We may experience delays in the sale of an investment.
  • We face possible risks associated with climate change.
  • Risks Related to Our Financial Position
  • We are subject to risks associated with debt and capital stock issuances, and such issuances may have consequences to holders of shares of our securities.
  • If we pay distributions from sources other than our cash flow from operations, we will have fewer funds available for investments and stockholders’ overall return will be reduced.
  • We do not have guaranteed cash flow.
  • While we are subject to minimum distribution requirements to maintain our status as a REIT, such distributions are not guaranteed and the availability and timing of cash distributions is uncertain.
  • We may in the future choose to pay dividends in our own stock, in which case you may be required to pay income taxes in excess of the cash dividends you receive.
  • Risks Related to Our Business Operations and Strategy
  • We may change our targeted investment and operational policies without stockholder consent.
  • The ability of our Board of Directors to revoke our REIT qualification without stockholder approval may cause adverse consequences to our stockholders.
  • Our future growth will depend upon our ability to acquire real estate investments in several competitive real estate markets.
  • Due diligence by our Advisers may not reveal all of the liabilities associated with the investments being evaluated and may not reveal other weaknesses in such investments, which could lead to investment losses.
  • We may experience difficulty in ultimately selling any property or groups of properties which no longer fit our investment criteria or are impractical to lease and maintain, which could force us to sell a property at a price that reduces the return to our investors.
  • Lack of diversification in numbers or types of investments increases our dependence on individual investments.
  • Our success is materially dependent on the financial stability of our tenants.
  • We are dependent on our Advisers and their key personnel for our success.
  • Our Board of Directors has approved very broad investment guidelines for our Advisers and will not approve each investment and financing decision made by our Advisers unless required by our investment guidelines.
  • Because we are dependent upon our Advisers and its affiliates to conduct our operations, any adverse changes in the financial or operational condition of our Advisers or its affiliates, or our relationship with them, could hinder our operating performance and the return on your investment.
  • Our investments will be carried at estimated fair value as determined by our Investment Adviser and there may be uncertainty as to the value of these investments.
  • We, through our Advisers, are often required to make a number of judgments in applying accounting policies, and different estimates and assumptions in the application of these policies could result in changes to our reporting of financial condition and results of operations.
  • The occurrence of cyber incidents, or a deficiency in our cybersecurity, could negatively impact our business by causing a disruption to our operations, a compromise or corruption of our confidential information, and/or damage to our business relationships, all of which could negatively impact our financial results.
  • Risks Related to Our Organization and Corporate Structure
  • Our Charter permits our Board of Directors to issue stock with terms that may subordinate the rights of common stockholders or preferred shareholders or discourage a third party from acquiring us in a manner that might result in a premium price to our stockholders.
  • Our rights and the rights of our shareholders to recover claims against our officers, directors and our Advisers are limited.
  • Risks Related to Conflicts of Interest
  • The Advisory Agreements with our Advisers were not negotiated on an arm’s-length basis and may not be as favorable to us as if they had been negotiated with an unaffiliated third party.
  • We may have conflicts of interest with our Advisers and other affiliates, which could result in investment decisions that are not in the best interests of our stockholders.
  • The fees payable to our Real Estate Adviser under the amended Advisory Management Agreement effective January 1, 2026 may cause our Real Estate Adviser's economic interests to diverge from the interests of our stockholders.
  • Our Advisers, their officers and their respective affiliates will face conflicts of interest relating to the purchase and leasing of real estate investments, and such conflicts may not be resolved in our favor.
  • Our Advisers and the personnel they provide are not exclusively dedicated to management of our business.
  • We have not adopted any specific conflicts of interest policies, and, therefore, other than in respect of the restrictions placed on our Advisers in the Advisory Agreements, we will be reliant upon the good faith of our Advisers, officers and directors in the resolution of any conflict.
  • Risks Associated with Debt Financing
  • We expect to use mortgage and other debt financing to acquire properties or interests in properties and otherwise incur other indebtedness, which increases our expenses and could subject us to the risk of losing properties in foreclosure if our cash flow is insufficient to make loan payments.
  • High levels of debt or increases in interest rates could increase the amount of our loan payments, which could reduce the cash available for distribution to stockholders.
  • High mortgage rates may make it difficult for us to finance or refinance properties, which could reduce the number of properties we can acquire, our cash flow from operations and the amount of cash distributions we can make.
  • Our ability to obtain financing on reasonable terms would be impacted by negative capital market conditions.
  • If we are required to make payments under any “bad boy” carve-out guaranties that we may provide in connection with certain mortgages and related loans, our business and financial results could be materially adversely affected.
  • Interest-only indebtedness may increase our risk of default and ultimately may reduce our funds available for distribution to our stockholders.
  • We may use floating rate, interest-only or short-term loans to acquire investments.
  • Risks Related to Our Taxation as a REIT
  • Our failure to qualify as a REIT would result in higher taxes and reduced cash available for stockholders.
  • Failure to remain qualified as a REIT would cause us to be taxed as a regular corporation, which would substantially reduce funds available for distributions to our stockholders.
  • REIT distribution requirements could adversely affect our liquidity.
  • Complying with REIT requirements may cause us to forego otherwise attractive opportunities or liquidate otherwise attractive investments.
  • The tax status of the Operating Partnership and other partnerships could impact our qualification as a REIT.
  • Even if we remain qualified as a REIT, we may face other tax liabilities that reduce our cash flows.
  • The stock ownership limit imposed by the Code for REITs and in our Charter may inhibit market activity in our stock and may restrict our business combination opportunities.
  • Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends.
  • The prohibited transactions tax may subject us to tax on our gain from sales of property and limit our ability to dispose of our properties.
  • Failure to make required distributions would subject us to U.S. federal corporate income tax.
  • We may be unable to generate sufficient revenue from operations, operating cash flow or portfolio income to pay our operating expenses, and our operating expenses could rise, diminishing our ability to pay distributions to our stockholders.
  • We may be subject to adverse legislative or regulatory tax changes that could reduce the market price of our shares.
  • Risk Related to Outbreaks of Infectious Diseases
  • Any future pandemic or similar threat, and governmental responses thereto, could once again materially and adversely impact or disrupt our financial condition, results of operations, cash flows and performance, as well as adversely affect our and our tenants’ financial condition and results of operations.
  • Risks Relating to Potential Rescission Claims
  • Previous issuances of common shares under our dividend reinvestment program may have violated certain federal and/or state securities laws, and shareholders could file suit to seek rescission of such securities.
  • There may be claims relating to our possible non-compliance with federal and/or state securities laws relating to the deficient Form N-2 referenced above, and we may continue to be contingently liable for rescission or damages of an indeterminate amount.
  • If we have to repurchase shares as discussed above, it may affect our cash balances.
  • Risks Relating to Issuance of Warrants
  • There are unresolved issues related to rights of the warrant holder.
  • The holder of unfunded warrants could assert claims for dividends on the unfunded warrants.

Legal proceedings

We are not currently subject to any material pending legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us.

The opening of Item 3, Legal Proceedings.6

Sources

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