Medalist REIT Files 8-K on Material Agreement

TL;DR

Medalist REIT dropped an 8-K on a big deal, check the filings.

AI Summary

On October 11, 2024, Medalist Diversified REIT, Inc. filed an 8-K report detailing a material definitive agreement. The filing also covers unregistered sales of equity securities and includes financial statements and exhibits. The company is incorporated in Maryland and its principal executive offices are located in Richmond, VA.

Why It Matters

This 8-K filing signals a significant business development for Medalist Diversified REIT, Inc., potentially impacting its financial structure and operations.

Risk Assessment

Risk Level: medium — Material definitive agreements and unregistered sales of equity securities can introduce significant financial and operational risks.

Key Numbers

• 001-38719 — SEC File Number (Identifies the company's filing with the SEC.)
• 47-5201540 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Medalist Diversified REIT, Inc. (company) — Registrant
• October 11, 2024 (date) — Date of earliest event reported
• Maryland (jurisdiction) — State of incorporation
• Richmond, VA (location) — 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
• $12.50 — (the " Units ") at a purchase price of $12.50 per share. Pursuant to the Agreement o

Filing Documents

• mdrr-20241011x8k.htm (8-K) — 50KB
• mdrr-20241011xex10d1.htm (EX-10.1) — 86KB
• 0001558370-24-013263.txt ( ) — 302KB
• mdrr-20241011.xsd (EX-101.SCH) — 4KB
• mdrr-20241011_def.xml (EX-101.DEF) — 14KB
• mdrr-20241011_lab.xml (EX-101.LAB) — 19KB
• mdrr-20241011_pre.xml (EX-101.PRE) — 13KB
• mdrr-20241011x8k_htm.xml (XML) — 7KB

01

Item 1.01 Entry into a Material Definitive Agreement The information contained in Item 3.02 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.

02

Item 3.02 Unregistered Sale of Equity Securities On October 11, 2024, Medalist Diversified Holdings, L.P. (" MDH LP "), the operating partnership of Medalist Diversified REIT, Inc. (the " Company "), entered into a Subscription Agreement (the " Subscription Agreement ") with Francis P. Kavanaugh ("Mr. Kavanaugh "), the Company's Chief Executive Officer and a member of its Board of Directors, for the sale by MDH LP in a private placement (the " Private Placement ") of 160,000 units of partnership interest in MDH LP (the " Units ") at a purchase price of $12.50 per share. Pursuant to the Agreement of Limited Partnership of MDH LP, as amended, the units are redeemable for cash or, at MDH LP's option, shares of the Company's common stock (" Common Stock ") on a one-for-one basis; however, pursuant to the Subscription Agreement, Mr. Kavanaugh may not redeem the Units for shares of Common Stock unless such redemption is approved by a majority of the votes cast on the matter at a meeting of the stockholders of the Company or by written consent of the stockholders of the Company in lieu of a special meeting to the extent permitted by applicable federal and state law. The Private Placement was exempt from the registration requirements of the Securities Act of 1933, as amended (the " Securities Act "), pursuant to the exemption for transactions by an issuer not involving any public offering under Rule 506(b) under Regulation D of the Securities Act. The Units were offered without any general solicitation by MDH LP or its representatives. The Units issued and sold in the Private Placement are not registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from the registration requirements. The foregoing description of the Subscription Agreement is qualified in its entirety by reference to the Subscription Agreement, a copy

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Subscription Agreement, dated as of October 11, 2024, by and among Medalist Diversified Holdings, L.P., Medalist Diversified REIT, Inc. and Francis P. Kavanaugh 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: October 11, 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