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): May 14, 2021
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.) |
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:
| ¨ | 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)) |
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. ¨
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 |
| ITEM 2.01 | COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS. |
On May 14, 2021, Medalist Diversified REIT, Inc. (the “Company”), through its operating partnership, Medalist Diversified Holdings, L.P., closed on its acquisition of the Lancer Center Shopping Center, a 178,626 square foot retail center in Lancaster, South Carolina, for a purchase price of $10,100,000, exclusive of closing costs and a $200,000 credit to the Company for major repairs. The Lancer Center Shopping Center was previously owned by BVC Lancer LLC, a South Carolina limited liability company and unaffiliated seller.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
(a) Financial Statements of Property Acquired
To the extent required by this item, historical financial statements for the Lancer Center Shopping Center will be filed in an amendment to this current report on Form 8-K on or before July 30, 2021, which date is within the period allowed to file such an amendment.
(b) Unaudited Pro Forma Financial Information
To the extent required by this item, pro forma financial information relating to the acquisition of the Lancer Center Shopping Center will be filed in an amendment to this current report on Form 8-K on or before July 30, 2021, which date is within the period allowed to file such an amendment.
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.
| | MEDALIST DIVERSIFIED REIT, INC. |
| | | |
| Dated: May 19, 2021 | By: | /s/ Thomas E. Messier |
| | | Thomas E. Messier |
| | | Chief Executive Officer, Chairman of the Board, Treasurer and Secretary |
