Material Agreement, Financial Obligation (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

As previously disclosed on the Current Report on Form 8-K filed on June 13, 2025 (the "Prior Form 8-K"), on June 11, 2025, MacKenzie Realty Capital, Inc. (the "Company") entered into a Note Purchase Agreement (the "Note Purchase Agreement") by and between the Company and Streeterville Capital, LLC (the "Investor"), pursuant to which the Company agreed to issue and sell to the Investor and the Investor agreed to purchase from the Company secured promissory notes in the aggregate principal amount of up to $3,270,000.

On January 15, 2026, the Company entered into a promissory note under the Note Purchase Agreement. On August 1, 2025 the Company issued to the Investor a secured promissory note under the Note Purchase Agreement in the aggregate principal amount of $545,000 ("Secured Note #2). On January 15, 2026, the Company issued to the Investor a secured promissory note under the Note Purchase Agreement in the aggregate principal amount of $1,635,000 ("Secured Note #3"). Secured Note #2 is individually immaterial to the Company, however Secured Note #2 and Secured Note #3 in the aggregate are material to the Company. Both Secured Note #2 and Secured Note #3 were issued to purchase non-traded REIT securities pursuant to a tender offer made by the Company.

Pursuant to the terms of Secured Note #2 and Secured Note #3, the Company promises to pay to the Investor $545,000 and $1,635,000, respectively, and any interest, fees, charges and late fees accrued under Secured Note #2 and Secured Note #3, respectively, on the date that is 18 months after the date that the respective Initial Purchase Price (as defined in Secured Note #2 and Secured Note #3, respectively) is delivered by the Investor to the Company (the "Purchase Price Date"). Secured Note #2 carries an OID of $45,000 and Secured Note #3 carries an OID of $135,000.

Reference is made to the Prior Form 8-K for a more complete description of the Note Purchase Agreement and related transactions, which is incorporated by reference herein.

The foregoing description of Secured Note #2 and Secured Note #3 does not purport to be complete and is qualified in its entirety by reference to the full text of Secured Note #2 and Secured Note #3, copies of which are filed hereto as Exhibit 10.1 and 10.2, respectively, and are incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.