SecProbe.io

December 19, 2024
Robert Dixon
Chief Executive Officer
MacKenzie Realty Capital, Inc.
89 Davis Road, Suite 100
Orinda, CA 94563
Re:MacKenzie Realty Capital, Inc.
Offering Statement on Form 1-A
Filed December 6, 2024
File No. 024-12541
Dear Robert Dixon:
            We have reviewed your offering statement and have the following comments.
            Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response. After reviewing any amendment to your offering statement and the information you
provide in response to this letter, we may have additional comments.
Offering Statement on Form 1-A
General
1.Please revise your disclosure in Part I, Item 4, to disclose the amount of securities sold
in the past 12 months and to update the offering amount, and also update your offering
circular to reflect the appropriate offering amount. In this regard, for example, we note
that your disclosure in the Form 10-Q filed on November 14, 2024 indicates that there
have been prior sales of your securities during the applicable period. See Rule 251(a).
2.Please revise to state the number of shares of each of Series A Preferred Stock
and Series B Preferred Stock that you are offering here and elsewhere as appropriate,
including the number of shares allocated to each to be sold through the dividend
reinvestment program. See Rule 253(b)(4) of Regulation A.
3.Please have an appropriate signatory sign the offering statement for you as the
offering statement must be signed by the issuer. See Instructions to Signatures of
Form 1-A.

December 19, 2024
Page 2
            We will consider qualifying your offering statement at your request. If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff. We also remind you that, following qualification of your Form 1-A,
Rule 257 of Regulation A requires you to file periodic and current reports, including a Form
1-K which will be due within 120 calendar days after the end of the fiscal year covered by the
report.
            Please contact Stacie Gorman at 202-551-3585 or Dorrie Yale at 202-551-8776 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Steve Barrett, Esq.