Current Report Filing (8-k)
January 08 2021 - 5:01PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date
of earliest event reported): January 5, 2021
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)
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 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. o
Securities registered pursuant
to Section 12(b) of the Act:
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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ITEM 2.03
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CREATION OF A DIRECT FINANCIAL OBLIGATION.
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Medalist Diversified REIT, Inc. (the “Company”)
previously disclosed its agreement to sell convertible debentures to YA II PN, LTD. (the “Purchaser”) in its Current
Report on Form 8-K filed on November 2, 2020 (the “Convertible Debenture Form 8-K”). The information set forth under
Item 1.01 of the Convertible Debenture 8-K is incorporated by reference into this Item 2.03.
Pursuant to the terms of a Securities Purchase
Agreement, dated as of October 27, 2020, between the Company and the Purchaser, the Company issued and sold its third Convertible
Debenture (the “Third Convertible Debenture”) on January 5, 2021 to the Purchaser in the principal amount of $1,500,000.
The Third Convertible Debenture was issued under the same terms as the previous two Convertible Debentures issued to the Purchaser
as such terms are described in the Convertible Debenture Form 8-K.
The foregoing description of the Third Convertible
Debenture is qualified in its entirety by reference to the Form of Convertible Debenture, a copy of which is incorporated by reference
as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 2.03.
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ITEM 3.02
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UNREGISTERED SALES OF EQUITY SECURITIES.
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The information set forth under Item 2.03
of this Current Report on Form 8-K regarding the Third Convertible Debenture is incorporated by reference into this Item 3.02.
The Company issued the Third Convertible
Debenture to the Purchaser in reliance on the exemption from registration provided for under Section 4(a)(2) of the Securities
Act of 1933, as amended (the “Securities Act”). The Company relied on this exemption from registration for private
placements based in part on the representations made by the Purchaser, including the representations with respect to the Purchaser’s
status as an accredited investor, as such term is defined in Rule 501(a) of the Securities Act, and the Purchaser’s investment
intent.
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ITEM 9.01
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FINANCIAL STATEMENTS AND EXHIBITS.
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(d) Exhibits
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: January 8, 2021
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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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