MDRR Medalist Diversified REIT Inc

On April 8, 2021, Medalist Diversified REIT, Inc., a Maryland corporation (the “Company”), its operating partnership, Medalist Diversified Holdings, L.P., a Delaware limited partnership (the “Operating Partnership”), entered into an underwriting agreement (the “Underwriting Agreement”) with Kingswood Capital Markets, a division of Benchmark Investments Inc., as the underwriter (the “Underwriter”), relating to the firm-commitment underwritten public offering of 8,000,000 shares of the Company’s common stock, par value $0.01 per share (the “Shares”), at a public offering price of $1.50 per share (the “Offering”).  The Company also granted the Underwriter an option for a period of 45 days to purchase up to an additional 1,200,000 shares of common stock to cover over-allotments, if any, at the public offering price, less the underwriting discount.  The Offering closed on April 13, 2021.

The Offering is being made pursuant to the Company’s Registration Statement on Form S-11 (File No. 333-254504), as the same may be amended, previously filed with and declared effective by the Securities and Exchange Commission.

The Underwriting Agreement contains customary representations, warranties and covenants of the Company.  It also provides for customary indemnification by each of the Company, the Operating Partnership and the Underwriter for losses or damages arising out of or in connection with the Offering.  In addition, pursuant to the terms of the Underwriting Agreement, each director and executive officer of the Company entered into an agreement with the Underwriter not to sell, transfer or otherwise dispose of securities of the Company for one hundred eighty (180) days after the closing of the Offering, subject to certain exceptions.

The Underwriter will receive discounts and commissions of seven percent (7%) of the gross cash proceeds received by the Company from the sale of the Shares in the Offering, in addition to $85,000 from the Company for accountable expenses including legal fees. The Company expects to receive approximately $10.92 million, or approximately $12.59 million if the Underwriter exercises its option to purchase additional shares in full, in net proceeds from the Offering after deducting the underwriting discount and estimated offering expenses payable by the Company.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1 and is incorporated by reference into this Item 1.01.