Medalist REIT Files 8-K on Asset Deal & Equity Sales

TL;DR

Medalist REIT dropped an 8-K detailing asset acquisition/disposition and equity sales from Jan 24.

AI Summary

Medalist Diversified REIT, Inc. filed an 8-K on January 29, 2025, reporting on events that occurred on January 24, 2025. The filing covers the completion of an acquisition or disposition of assets, unregistered sales of equity securities, and includes financial statements and exhibits. The company is a real estate investment trust incorporated in Maryland.

Why It Matters

This filing provides crucial updates on Medalist Diversified REIT's asset transactions and equity sales, impacting investors' understanding of the company's financial activities and strategic direction.

Risk Assessment

Risk Level: medium — The filing involves asset transactions and equity sales, which can carry inherent risks related to deal completion, valuation, and market reception.

Key Players & Entities

• Medalist Diversified REIT, Inc. (company) — Registrant
• Maryland (jurisdiction) — State of incorporation
• January 24, 2025 (date) — Date of earliest event reported
• January 29, 2025 (date) — Filing date

FAQ

Key Financial Figures

• $0.01 — ed Trading Symbol(s) Common Stock, $0.01 par value Nasdaq Capital Market MDR
• $2,620,000 — on Agreement"), for a purchase price of $2,620,000, exclusive of closing costs, paid in a
• $12.50 — he "OP Units"), valued at approximately $12.50 per OP Unit ; and (ii) $[15,000] in cas
• $2,620,000 b — rchase price was determined by dividing $2,620,000 by $12.50, which represents the closing p
• $12 — as determined by dividing $2,620,000 by $12.50, which represents the closing price

Filing Documents

• mdrr-20250124x8k.htm (8-K) — 52KB
• mdrr-20250124xex10d1.htm (EX-10.1) — 31KB
• 0001558370-25-000493.txt ( ) — 239KB
• mdrr-20250124.xsd (EX-101.SCH) — 4KB
• mdrr-20250124_def.xml (EX-101.DEF) — 3KB
• mdrr-20250124_lab.xml (EX-101.LAB) — 11KB
• mdrr-20250124_pre.xml (EX-101.PRE) — 10KB
• mdrr-20250124x8k_htm.xml (XML) — 5KB

01

ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS On January 24, 2025, MDR Bowling Green, LLC ("MDR Bowling Green"), a wholly owned subsidiary of Medalist Diversified Holdings, LP, a Maryland limited partnership and the operating partnership (the "Operating Partnership") of Medalist Diversified REIT, Inc. (the "Company"), closed on the acquisition of that certain tract of real property containing a building with a physical address of 2545 Scottsville Road, Bowling Green, KY 42104 (the "Scottsville Road Property"), pursuant to that certain Contribution Agreement, dated as of December 14, 2024, by and between the Operating Partnership and CWS BET Seattle L.P., a California limited partnership ("Seller"), as assigned by that certain Assignment and Assumption of Contribution Agreement, dated as of January 24, 2025, by and between the Operating Partnership and MDR Bowling Green, and as amended by that certain First Amendment to Contribution Agreement (the "First Amendment to Contribution Agreement"), dated as of January 24, 2025, by and between Seller and MDR Bowling Green (as amended by the First Amendment to Contribution Agreement, the "Contribution Agreement"), for a purchase price of $2,620,000, exclusive of closing costs, paid in a combination of (i) 209,600 operating partnership units in the Operating Partnership (the "OP Units"), valued at approximately $12.50 per OP Unit ; and (ii) $[15,000] in cash on hand to cover Seller's transaction costs (such as prorated rent, commissions, title/escrow fees, transfer taxes, legals fees, etc.). The Purchase Price was determined based on the appraised value of the Scottsville Road Property, as determined by an independent appraiser hired by the Company, and the number of OP Units issued as part of the purchase price was determined by dividing $2,620,000 by $12.50, which represents the closing price of the Company's common stock on the Nasdaq Capital Market on December 13, 2024. Also on January 24, 2025, pursuan

02

Item 3.02 Unregistered Sales of Equity Securities. The information disclosed under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. The OP Units to be issued pursuant to the Contribution Agreement are being issued in a transaction exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on Section 4(a)(2) of the Securities Act. .

FINANCIAL STATEMENTS AND EXHIBITS

FINANCIAL STATEMENTS AND EXHIBITS (a) Financial statements of businesses or funds acquired. To the extent required by this item, historical financial statements for the Scottsville Road Property will be filed in an amendment to this Current Report on Form 8-K on or before April 5, 2025, which date is within the period allowed to file such an amendment. (b) Pro forma financial information. To the extent required by this item, pro forma financial information relating to the acquisition of the Scottsville Road Property will be filed in an amendment to this Current Report on Form 8-K on or before April 5, 2025, which date is within the period allowed to file such an amendment. (d) Exhibits Exhibit No. Description 10.1 First Amendment to Contribution Agreement, dated as of January 24, 2025, by and between CWS BET Seattle L.P. and MDR Bowling Green, LLC 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: January 29, 2025 By: /s/ C. Brent Winn, Jr. C. Brent Winn, Jr. Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR