Amended Current Report Filing (8-k/a)
September 22 2020 - 4:11PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date
of earliest event reported): August 20, 2020
Medalist Diversified
REIT, Inc.
(Exact Name of Registrant
as Specified in Its Charter)
Maryland
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001-38719
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47-5201540
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(State or other jurisdiction of incorporation or organization)
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(Commission File
Number)
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(I.R.S. Employer
Identification No.)
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1051 E. Cary Street Suite
601
James Center Three
Richmond, VA, 23219
(Address of principal executive
offices)
(804) 344-4435
(Registrant’s telephone
number, including area code)
None
(Former name or former address,
if changed since last report)
Title of Each Class
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Name of each Exchange
on Which Registered
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Trading
Symbol(s)
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Common Stock, $0.01 par value
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Nasdaq Capital Market
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MDRR
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8.0% Series A Cumulative Redeemable Preferred Stock, $0.01 par value
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Nasdaq Capital Market
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MDRRP
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Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
growth company x
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
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ITEM 5.02
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DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS;
COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
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On August 24, 2020,
Medalist Diversified REIT, Inc. (the “Company”) filed a Current Report on From 8-K (the “Original 8-K”)
disclosing the resignations of Mr. Mark Mullinix and Ms. Dianna Raedle from the Company’s Board of Directors (the “Board”).
The Company wishes to amend the Original 8-K to disclose the fact that Mr. Mullinix and Ms. Raedle resigned from the Board as a
result of a disagreement with the Company’s management and other members on the Board related to certain financial and
investment decisions of the Company’s management. At the time of their resignation, Mr. Mullinix served on the Audit and
Nominating and Corporate Governance Committees of the Board, and Ms. Raedle served on the Compensation and Nominating and Corporate
Governance Committees of the Board.
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.
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MEDALIST DIVERSIFIED REIT, INC.
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Dated: September 22, 2020
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By:
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/s/ Thomas E. Messier
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Thomas E. Messier
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Chief Executive Officer, Chairman of the Board, Treasurer and Secretary
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