Medalist REIT Files 8-K for Disclosures

TL;DR

Medalist REIT filed an 8-K. Standard disclosures, no major news yet.

AI Summary

On June 20, 2024, Medalist Diversified REIT, Inc. filed an 8-K report. The filing primarily concerns Regulation FD disclosures and other events, along with financial statements and exhibits. No specific material events or financial figures were detailed in the provided excerpt.

Why It Matters

This 8-K filing indicates Medalist Diversified REIT, Inc. is providing updates or disclosures to the SEC, which could be relevant for investors monitoring the company's regulatory compliance and operational status.

Risk Assessment

Risk Level: low — The filing is a standard 8-K report for disclosures and does not contain information indicating significant new risks.

Key Players & Entities

• Medalist Diversified REIT, Inc. (company) — Registrant
• June 20, 2024 (date) — Date of earliest event reported
• Maryland (jurisdiction) — State of incorporation
• 001-38719 (commission_file_number) — SEC File Number
• 47-5201540 (irs_number) — I.R.S. Employer Identification No.
• P.O. Box 8436 Richmond, VA 23226 (address) — Principal executive offices
• 804-338-7708 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.01 — ed Trading Symbol(s) Common Stock, $0.01 par value Nasdaq Capital Market MDR

Filing Documents

• mdrr-20240620x8k.htm (8-K) — 57KB
• mdrr-20240620xex99d1.htm (EX-99.1) — 12KB
• mdrr-20240620xex99d1001.jpg (GRAPHIC) — 12KB
• 0001558370-24-009367.txt ( ) — 244KB
• mdrr-20240620.xsd (EX-101.SCH) — 4KB
• mdrr-20240620_def.xml (EX-101.DEF) — 14KB
• mdrr-20240620_lab.xml (EX-101.LAB) — 19KB
• mdrr-20240620_pre.xml (EX-101.PRE) — 13KB
• mdrr-20240620x8k_htm.xml (XML) — 7KB

01

Item 7.01 Regulation FD Disclosure. On June 20, 2024, Medalist Diversified REIT, Inc. (the "Company") issued a press release announcing the Stock Splits (as defined below). A copy of the press release is attached to this Form 8-K as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 7.01 and Exhibit 99.1 attached hereto is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

01

Item 8.01 Other Events. Reverse Stock Split On June 20, 2024, the Company announced that its Board of Directors approved a reverse stock split of shares of the Company's common stock (the "Common Stock"), and the outstanding common units ("Common Units") of its operating partnership, Medalist Diversified Holdings, L.P. (the "Operating Partnership"), at a ratio of one share for every ten shares presently owned (the "Reverse Stock Split"). The Reverse Stock Split is expected to take effect at approximately 5:00 p.m. Eastern Time on July 2, 2024 (the "Reverse Split Effective Time"). Every ten shares of Common Stock outstanding at that time will automatically be converted into one share of Common Stock and likewise corresponding adjustments will be made to each outstanding Common Unit of the Operating Partnership. No fractional shares will be issued in connection with the Reverse Stock Split. Instead, each stockholder that otherwise would receive fractional shares will be entitled to receive, in lieu of such fractional shares, cash in an amount equal to the applicable fraction multiplied by the closing price of the Common Stock on The Nasdaq Capital Market on July 2, 2024 (as adjusted for the Reverse Stock Split). The Reverse Stock Split will apply to all of the Company's outstanding shares of Common Stock as of the Reverse Split Effective Time and therefore will not affect the relative percentage of shares owned by any particular stockholder, except for de minimis changes as a result of the elimination of fractional shares. The Reverse Stock Split will also not affect the relative voting or other rights that accompany the shares of Common Stock except to the extent that it results in a stockholder receiving cash in lieu of fractional shares. Forward Stock Split Also on June 20, 2024, the Company announced that its Board of Directors approved a forward stock split of shares of the Company's Common Stock, and the outstanding Common Units of its Operating Partn

Risk Factors

Risk Factors The Company is including the below risk factor for the purpose of supplementing and updating the disclosure contained in its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission on March 6, 2024. The reverse stock split and forward stock split may decrease the liquidity of the shares of our common stock and could lead to a decrease in our overall market capitalization. The liquidity of the shares of our common stock may be affected adversely by a reverse stock split and forward stock split proposed to be effected by the Company given the reduced number of shares of our common stock that will be outstanding following such stock splits, especially if the market price of our common stock does not increase as a result of the splits. The proposed stock splits, if effected, should have the effect of increasing the per share trading price of our common stock but there is no assurance that the trading price of our common stock after the stock splits will rise (or remain constant) in proportion to the reduction in the number of shares of common stock outstanding before the stock splits. The history of stock splits for other companies is varied, particularly because some investors may view a stock split negatively. We cannot predict the impact of the stock splits on the trading price of our common stock. Our total market capitalization after the stock splits, if completed, may be lower than our total market capitalization before the stock splits. Cautionary Statement Regarding Forward-Looking Statements This Current Report on Form 8-K contains statements that are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Forward looking statements are not historical and are typically identified by such words as "believe," "expect," "anticipate," "intend," "estimate, "may," "will," "should" and "could" and in

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 99.1 Press Release dated June 20, 2024 104 Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL Document SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MEDALIST DIVERSIFIED REIT, INC. Dated: June 20 , 2024 By: /s/ C. Brent Winn, Jr. C. Brent Winn, Jr. Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR