Medalist REIT Files 8-K on Security Holder Rights

TL;DR

Medalist REIT filed an 8-K, watch for changes to security holder rights.

AI Summary

Medalist Diversified REIT, Inc. filed an 8-K on July 2, 2024, to report material modifications to the rights of security holders and amendments to its articles of incorporation or bylaws. The filing also includes Regulation FD disclosures and financial statements. Specific details regarding the modifications and amendments are not elaborated in the provided text.

Why It Matters

This filing indicates potential changes affecting the rights of Medalist Diversified REIT's security holders, which could impact their investment.

Risk Assessment

Risk Level: medium — Filings related to modifications of security holder rights can introduce uncertainty and potential changes to investment value.

Key Players & Entities

• Medalist Diversified REIT, Inc. (company) — Registrant
• July 2, 2024 (date) — Date of earliest event reported
• Maryland (jurisdiction) — State of incorporation
• 001-38719 (identifier) — Commission File Number
• 47-5201540 (identifier) — I.R.S. Employer Identification No.
• P.O. Box 8436 Richmond, VA 23226 (address) — Address of 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
• $0.02 — f the Common Stock to be decreased from $0.02 per share to $0.01 per share effective
• $0.10 — he Common Stock increased from $0.01 to $0.10 and as a result of the Forward Stock Sp

Filing Documents

• mdrr-20240702x8k.htm (8-K) — 63KB
• mdrr-20240702xex3d1.htm (EX-3.1) — 20KB
• mdrr-20240702xex3d2.htm (EX-3.2) — 27KB
• mdrr-20240702xex3d3.htm (EX-3.3) — 20KB
• mdrr-20240702xex99d1.htm (EX-99.1) — 12KB
• mdrr-20240702xex99d1001.jpg (GRAPHIC) — 12KB
• 0001558370-24-009658.txt ( ) — 331KB
• mdrr-20240702.xsd (EX-101.SCH) — 4KB
• mdrr-20240702_def.xml (EX-101.DEF) — 14KB
• mdrr-20240702_lab.xml (EX-101.LAB) — 20KB
• mdrr-20240702_pre.xml (EX-101.PRE) — 14KB
• mdrr-20240702x8k_htm.xml (XML) — 7KB

03

Item 3.03 Material Modification to Rights of Security Holders. To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

03

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Completion of 1-for-10 Reverse Stock Split On July 2, 2024, Medalist Diversified REIT, Inc. (the "Company") completed the previously announced reverse stock split of shares of the Company's common stock (the "Common Stock"), and a corresponding adjustment to the outstanding common units of its operating partnership, Medalist Diversified Holdings, L.P. (the "Operating Partnership"), at a ratio of 1-for-10 (the "Reverse Stock Split"). The Reverse Stock Split took effect at 5:00 p.m. Eastern Time on July 2, 2024 (the "Reverse Split Effective Time") and automatically converted every ten shares of Common Stock outstanding at that time into one share of Common Stock. The Reverse Stock Split affected all holders of Common Stock uniformly and did not affect any common stockholder's percentage ownership interest in the Company, except for de minimis changes as a result of the elimination of fractional shares, as described below. Holders of Common Stock were not required to take any action as a result of the Reverse Stock Split. Their accounts were automatically adjusted to reflect the number of shares owned. Completion of 5-for-1 Forward Stock Split Also on July 2, 2024, and immediately following the Reverse Stock Split, the Company completed the previously announced forward stock split of shares of the Company's Common Stock, and a corresponding adjustment to the outstanding common units of the Operating Partnership, at a ratio of 5-for-1 (the "Forward Stock Split" and, together with the Reverse Stock Split, the "Stock Splits"). The Forward Stock Split took effect at 5:01 p.m. Eastern Time on July 2, 2024 (the "Forward Split Effective Time") and automatically converted every one share of Common Stock outstanding at that time into five shares of Common Stock. The Forward Stock Split affected all holders of Common Stock uniformly and did not affect any common stockholder's percentag

01

Item 7.01 Regulation FD Disclosure. On July 2, 2024, the Company issued a press release announcing the pending completion of the Stock Splits. A copy of the press release is attached to this Current Report on 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 of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 First Amendment (Reverse Stock Split) 3.2 Second Amendment (Forward Stock Split) 3.3 Third Amendment (Par Value Adjustment) 99.1 Press Release dated July 2, 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, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MEDALIST DIVERSIFIED REIT, INC. Dated: July 2 , 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