Medalist Diversified REIT, Inc. (Form: 8-K, Received: 07/02/2024 17:06:16)

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): July 2, 2024

Medalist Diversified REIT, Inc.

(Exact Name of Registrant as Specified in Its Charter)


Maryland	001-38719	47-5201540
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

P.O. Box 8436

Richmond, VA 23226

(Address of principal executive offices)

(804) 338-7708

(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:


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Name of each Exchange on Which Registered	Trading Symbol(s)
Common Stock, $0.01 par value	Nasdaq Capital Market	MDRR
8.0% Series A Cumulative Redeemable Preferred Stock, $0.01 par value	Nasdaq Capital Market	MDRRP

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 ☐

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. ¨


Item 3.03	Material Modification to Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.


Item 5.03	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Completion of 1-for-10 Reverse Stock Split

On July 2, 2024, Medalist Diversified REIT, Inc. (the “Company”) completed the previously announced reverse stock split of shares of the Company’s common stock (the “Common Stock”), and a corresponding adjustment to the outstanding common units of its operating partnership, Medalist Diversified Holdings, L.P. (the “Operating Partnership”), at a ratio of 1-for-10 (the “Reverse Stock Split”). The Reverse Stock Split took effect at 5:00 p.m. Eastern Time on July 2, 2024 (the “Reverse Split Effective Time”) and automatically converted every ten shares of Common Stock outstanding at that time into one share of Common Stock.

The Reverse Stock Split affected all holders of Common Stock uniformly and did not affect any common stockholder’s percentage ownership interest in the Company, except for de minimis changes as a result of the elimination of fractional shares, as described below. Holders of Common Stock were not required to take any action as a result of the Reverse Stock Split. Their accounts were automatically adjusted to reflect the number of shares owned.

Completion of 5-for-1 Forward Stock Split

Also on July 2, 2024, and immediately following the Reverse Stock Split, the Company completed the previously announced forward stock split of shares of the Company’s Common Stock, and a corresponding adjustment to the outstanding common units of the Operating Partnership, at a ratio of 5-for-1 (the “Forward Stock Split” and, together with the Reverse Stock Split, the “Stock Splits”). The Forward Stock Split took effect at 5:01 p.m. Eastern Time on July 2, 2024 (the “Forward Split Effective Time”) and automatically converted every one share of Common Stock outstanding at that time into five shares of Common Stock.

The Forward Stock Split affected all holders of Common Stock uniformly and did not affect any common stockholder’s percentage ownership interest in the Company.

Holders of Common Stock were not required to take any action as a result of the Forward Stock Split. Their accounts were automatically adjusted to reflect the number of shares owned.

As a net result of the Stock Splits, the number of shares of Common Stock outstanding was decreased from 2,236,631 shares to approximately 1,118,315 shares as of the Effective Time.

At the Reverse Split Effective Time and the Forward Split Effective Time, the aggregate number of shares of Common Stock available for awards under the Company’s 2018 Equity Incentive Plan and the terms of outstanding awards were ratably adjusted to reflect the Reverse Stock Split and the Forward Stock Split, respectively.

Charter Amendments

In connection with the Stock Splits, on June 20, 2024, the Company filed three Articles of Amendment to its charter with the State Department of Assessments and Taxation of Maryland that provided for:

(i)a 1-for-10 Reverse Stock Split of the Common Stock, effective at 5:00 p.m. Eastern Time on July 2, 2024 (the “First Amendment”);

(ii)a 5-for-1 Forward Stock Split of the Common Stock, effective at 5:01 p.m. Eastern Time on July 2, 2024 (the “Second Amendment”); and

(ii)the par value of the Common Stock to be decreased from $0.02 per share to $0.01 per share effective at 5:02 p.m. Eastern Time on July 2, 2024 (as a result of the Reverse Stock Split the par value of the Common Stock increased from $0.01 to $0.10 and as a result of the Forward Stock Split the par value of the Common Stock decreased from $0.10 to $0.02) (the “Third Amendment”).

Trading of the Common Stock on The Nasdaq Capital Market (“Nasdaq”) is expected to commence on a Stock Split-adjusted basis on July 3, 2024 under the existing trading symbol “MDRR.” The new CUSIP number for the Common Stock following the Stock Splits is 58403P402.

Pursuant to the First Amendment, any fractional share of Common Stock that would otherwise have resulted from the Reverse Stock Split will be settled by cash payment, calculated on the basis of the closing price of the Common Stock (as adjusted for the Reverse Stock Split) on July 2, 2024 on Nasdaq multiplied by such fraction.

The foregoing descriptions of the First Amendment, the Second Amendment and the Third Amendment do not purport to be complete and are qualified in their entirety by reference to each amendment, copies of which are filed as Exhibit 3.1, Exhibit 3.2 and Exhibit 3.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.


Item 7.01	Regulation FD Disclosure.

On July 2, 2024, the Company issued a press release announcing the pending completion of the Stock Splits. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 7.01 and Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.


Item 9.01	Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description
3.1		First Amendment (Reverse Stock Split)
3.2		Second Amendment (Forward Stock Split)
3.3		Third Amendment (Par Value Adjustment)
99.1		Press Release dated July 2, 2024
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, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	MEDALIST DIVERSIFIED REIT, INC.

Dated: July 2, 2024	By:	/s/ C. Brent Winn, Jr.
		C. Brent Winn, Jr.
		Chief Financial Officer

Exhibit 3.1

MEDALIST DIVERSIFIED REIT, INC.

ARTICLES OF AMENDMENT

Medalist Diversified REIT, Inc., a Maryland corporation (the “Company”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: The charter (the “Charter”) of the Company is hereby amended to provide that, upon the Effective Time (as defined below), every ten (10) shares of Common Stock, $0.01 par value per share, of the Company which were issued and outstanding immediately prior to the Effective Time shall be changed into one (1) issued and outstanding share of Common Stock, $0.10 par value per share, of the Company, with the holder of any fraction of a share of Common Stock that would otherwise have resulted from the foregoing change receiving cash in an amount equal to the applicable fraction multiplied by the closing price of the Common Stock on The Nasdaq Capital Market on July 2, 2024 (as adjusted proportionately for the foregoing change).

SECOND: The amendment to the Charter as set forth above has been duly approved by at least a majority of the entire Board of Directors as required by law. The amendment set forth herein is made without action by the stockholders of the Company, pursuant to Section 2-309(e) of the Maryland General Corporation Law.

THIRD: There has been no increase in the authorized shares of stock of the Company effected by the amendment to the Charter as set forth above.

FOURTH: These Articles of Amendment shall become effective at 5:00 p.m., Eastern Time, on July 2, 2024 (the “Effective Time”).

FIFTH: For the avoidance of doubt, these Articles of Amendment supersede and replace in their entirety the Articles of Amendment filed with the State Department of Assessment and Taxation of Maryland on June 7, 2024, which were to become effective at 5:00 p.m., Eastern Time, on June 20, 2024, and were abandoned pursuant to a Notice of Abandonment filed with the State Department of Assessment and Taxation of Maryland on June 18, 2024.

SIXTH: The undersigned acknowledges these Articles of Amendment to be the corporate act of the Company and as to all matters or facts required to be verified under oath, the undersigned acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

IN WITNESS WHEREOF, the Company has caused these Articles of Amendment to be executed in its name and on its behalf by its Chief Executive Officer and attested to by its Chief Financial Officer on this 20^th day of June, 2024.


ATTEST:		MEDALIST DIVERSIFIED REIT, INC.

By:	/s/ Brent Winn, Jr.	By:	/s/ Francis P. Kavanaugh
Name:	Brent Winn, Jr.	Name:	Francis P. Kavanaugh
Title:	Chief Financial Officer	Title:	Chief Executive Officer

Exhibit 3.2

MEDALIST DIVERSIFIED REIT, INC.

ARTICLES OF AMENDMENT

Medalist Diversified REIT, Inc., a Maryland corporation (the “Company”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: The Board of Directors of the Company (the “Board”), acting pursuant to Section 2-309(c)(2) of the Maryland General Corporation Law (the “MGCL”), has approved, and there is therefore effected as of the Effective Time (as defined below), the division of the issued and outstanding shares of common stock, par value $0.10 per share, of the Company (“Common Stock”), without any change in the aggregate amount of stated capital, and the issuance of shares of common stock of the Company, par value $0.02 per share, to the holders of outstanding shares of Common Stock, in a forward stock split, as follows and on the following terms:

(i)

every one (1) share of Common Stock, issued and outstanding immediately prior to the Effective Time shall, at the Effective Time, be divided and changed into five (5) issued and outstanding shares of common stock, par value $0.02 per share, of the Company.

(ii)

the issued and outstanding shares of common stock, par value $0.02 per share, of the Company resulting from such division and issuance shall be and become validly issued, fully paid and non-assessable at the Effective Time, in lieu of the shares of Common Stock in respect of which such shares of common stock, par value $0.02 per share, are issued; and

(iii)

immediately upon the Effective Time, each certificate representing shares of Common Stock of the Company, if any, will continue to be valid but will be deemed for all corporate purposes after the Effective Time, until such certificate is surrendered in accordance with procedures established by the Company, to evidence ownership of the appropriately increased number of shares of common stock, par value $0.02 per share, of the Company resulting from such division and issuance, and upon proper surrender of such certificates, such shares will be held in uncertificated form unless otherwise determined by the Board and then only upon written request by such stockholder to the Secretary of the Company.

SECOND: In furtherance of and in connection with the forward stock split described and provided for in Article FIRST above, the Company desires to, and does hereby, amend its Charter pursuant to Section 2-605 of the MGCL to change the par value of each authorized share of Common Stock of the Company, whether or not issued or outstanding immediately prior to the Effective Time, from $0.10 per share to $0.02 per share, effective as of the Effective Time, and simultaneously with the forward stock split described and provided for in Article FIRST above.

THIRD: These Articles of Amendment are for the purpose of effecting a forward stock split that results in a division of the shares of Common Stock of the Company issued and outstanding immediately prior to the Effective Time and a change in the par value of the authorized shares of Common Stock of the Company, whether or not issued or outstanding as of the Effective Time, and the amendment is limited to changes expressly authorized by Section 2-605 of the MGCL to be made without action by the stockholders of the Company and was approved by a majority of the entire Board without action by the stockholders of the Company.

FOURTH: The foregoing amendment to the Charter as set forth in these Articles of Amendment does not increase the authorized shares of capital stock of the Company.

FIFTH: These Articles of Amendment shall be effective at 5:01 p.m., Eastern Time, on July 2, 2024 (the “Effective Time”).

SIXTH: For the avoidance of doubt, these Articles of Amendment supersede and replace in their entirety the Articles of Amendment filed with the State Department of Assessment and Taxation of Maryland on June 7, 2024, which were to become effective at 5:01 p.m., Eastern Time on June 20, 2024, and were abandoned pursuant to a Notice of Abandonment filed with the State Department of Assessment and Taxation of Maryland on June 18, 2024.

SEVENTH: The undersigned acknowledges these Articles of Amendment to be the corporate act of the Company and as to all matters or facts required to be verified under oath, the undersigned acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.


ATTEST:		MEDALIST DIVERSIFIED REIT, INC.

By:	/s/ Brent Winn, Jr.	By:	/s/ Francis P. Kavanaugh
Name:	Brent Winn, Jr.	Name:	Francis P. Kavanaugh
Title:	Chief Financial Officer	Title:	Chief Executive Officer

Exhibit 3.3

MEDALIST DIVERSIFIED REIT, INC.

ARTICLES OF AMENDMENT

Medalist Diversified REIT, Inc., a Maryland corporation (the “Company”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: The charter (the “Charter”) of the Company is hereby amended to decrease the par value of the shares of Common Stock issued and outstanding immediately prior to the Effective Time (as defined below) from $0.02 per share to $0.01 per share.

THIRD: There has been no increase in the authorized shares of stock of the Company effected by the amendment to the Charter as set forth above.

FOURTH: These Articles of Amendment shall become effective at 5:02 p.m., Eastern Time, on July 2, 2024 (the “Effective Time”).

FIFTH: For the avoidance of doubt, these Articles of Amendment supersede and replace in their entirety the Articles of Amendment filed with the State Department of Assessment and Taxation of Maryland on June 7, 2024, which were to become effective at 5:02 p.m., Eastern Time on June 20, 2024, and were abandoned pursuant to a Notice of Abandonment filed with the State Department of Assessment and Taxation of Maryland on June 18, 2024.


ATTEST:		MEDALIST DIVERSIFIED REIT, INC.

By:	/s/ Brent Winn, Jr.	By:	/s/ Francis P. Kavanaugh
Name:	Brent Winn, Jr.	Name:	Francis P. Kavanaugh
Title:	Chief Financial Officer	Title:	Chief Executive Officer

Exhibit 99.1

Medalist Diversified REIT, Inc. Announces Effectiveness of Reverse Stock Split and Forward Stock Split

RICHMOND, VA. July 2, 2024 – Medalist Diversified REIT, Inc. (NASDAQ: MDRR) (the “Company” or “Medalist”), a Virginia-based real estate investment trust that specializes in acquiring, owning and managing value-add commercial real estate in the Mid-Atlantic and Southeast regions of the United States, today announced that the previously announced (i) reverse stock split of shares of the Company’s common stock (the “Common Stock”), and a corresponding adjustment to the outstanding common units of its operating partnership, Medalist Diversified Holdings, L.P. (the “Operating Partnership”), at a ratio of 1-for-10 (the “Reverse Stock Split”) will become effective at 5:00 p.m. Eastern Time on July 2, 2024, and automatically convert every ten shares of Common Stock outstanding at such time into one share of Common Stock; and (ii) forward stock split of shares of the Company’s Common Stock and a corresponding adjustment to the outstanding common units of its Operating Partnership, at a ratio of 5-for-1 (the “Forward Stock Split” and, together with the Reverse Stock Split, the “Stock Splits”) will become effective at 5:01 p.m. Eastern Time on July 2, 2024 (the “Effective Time”), and automatically convert every one share of Common Stock outstanding at such time into five shares of Common Stock.

The Common Stock will begin trading on a Stock Split-adjusted basis on The Nasdaq Capital Market (“Nasdaq”) at the opening of trading on July 3, 2024 under the ticker symbol “MDRR” with a new CUSIP number (58403P402).

The Stock Splits will affect all holders of Common Stock uniformly and will not affect any common stockholder’s percentage ownership interest in the Company, except for any fractional shares of Common Stock that would otherwise have resulted from the Reverse Stock Split which will be settled by cash payment, calculated on the basis of the closing trading price of the Common Stock (as adjusted for the Reverse Stock Split) on July 2, 2024, on Nasdaq multiplied by such fraction. Stockholders of record will receive information from VStock Transfer LLC, the Company’s transfer agent, regarding their stock ownership and, if applicable, payments of cash in lieu of fractional shares with respect to the Reverse Stock Split. Stockholders who hold their shares in brokerage accounts or in “street name” are not required to take any action in connection with the Stock Splits.

As a net result of the Stock Splits, the number of shares of Common Stock outstanding will be reduced from 2,236,631 shares to approximately 1,118,315 shares as of the Effective Time.

Forward-Looking Statements

This press release contains statements that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Forward looking statements are not historical and are typically identified by such words as “believe,” “expect,” “anticipate,” “intend,” “estimate, “may,” “will,” “should” and “could” and include statements about the Stock Splits and the impact, if any, of the Stock Splits on the Company and the trading price of the

Common Stock. Forward-looking statements are based upon the Company’s present expectations, but are not guarantees or assurances as to future developments or results. Factors that may cause actual developments or results to differ from those reflected in forward-looking statements include, without limitation, those included in the Company’s most recent Annual Report on Form 10-K and in the Company’s other filings with the Securities and Exchange Commission. Investors should not place undue reliance upon forward-looking statements. The Company disclaims any obligation to publicly update or revise any forward-looking statements to reflect changes and new developments except as required by law or regulation.

Brent Winn

Medalist Diversified REIT, Inc.

bwinn@medalistreit.com