Current Report Filing (8-k)
March 22 2021 - 04:25PM
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): March 16, 2021
Medalist Diversified REIT, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
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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
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(Address of principal executive offices)
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(804) 344-4435
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(Registrant’s telephone number, including area code)
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None
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(Former name or former address, if changed since last report)
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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 (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 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 March 16, 2021, the Compensation Committee
(the “Committee”) of the Board of Directors of Medalist Diversified REIT, Inc. (the “Company”) authorized
the grant of 26,900 shares of the Company’s common stock to Brent Winn Jr., the Company’s Chief Financial Officer,
pursuant to the Company’s 2018 Equity Incentive Plan. The issuance date of the
foregoing grant of common stock will be determined by the Company.
On
March 19, 2021, our Company’s external manager, Medalist Fund Manager, Inc. (our “Manager”), agreed to defer
the payment of half of any acquisition fee it earns pursuant to the Management Agreement, dated as of March 15, 2016, by and
among the Company, Medalist Diversified Holdings, L.P. and the Manager (the “Management Agreement”), until the
earlier of (i) the public trading price of our common stock reaching $5.00 per share as reported on the Nasdaq Capital
Market; (ii) the sale, merger, consolidation or similar transaction of the Company; and (iii) the termination of the
Management Agreement by the Company without cause.
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: March 22, 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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