Registration No. 333-257238
As filed with the Securities and Exchange Commission on July 1, 2021
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES
Medalist Diversified REIT, Inc.
(Exact name of registrant as specified in its charter)
1051 E. Cary Street
Suite 601
James Center Three
Richmond, Virginia 23219
(804) 344-4445
(Address, including zip code, and telephone number, including area code, of the registrant’s principal executive offices)
Thomas E. Messier
1051 E. Cary Street
Suite 601
James Center Three
Richmond, Virginia 23219
(804) 344-4435
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Thomas G. Voekler, Esq.
Michael R. Beville, Esq.
Kaplan Voekler Cunningham & Frank, PLC
1401 East Cary Street
Richmond, Virginia 23229
Telephone: (804) 823-4000
Facsimile: (804) 823-4099
Approximate date of commencement of proposed sale to the public: From time to time after the effectiveness of the registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, check the following box. ¨
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a registration statement pursuant to General Instruction I.D. or a post effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
Large accelerated filer ¨ | Accelerated filer ¨ | Non-accelerated filer x | Smaller reporting company x |
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. ¨
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered | Proposed Maximum Aggregate Offering Price(1) | Amount of Registration Fee(2)(3) | ||||||
Common Stock, $0.01 par value per share | - | - | ||||||
Total: | $ | 150,000,000 | $ | 16,365 |
(1) | The Registrant is registering an indeterminate aggregate principal amount and number of shares of common stock up to a proposed aggregate offering price of $150,000,000, which may be offered from time to time in unspecified numbers and at indeterminate prices. In addition, pursuant to Rule 416 under the Securities Act, the shares being registered hereunder include such indeterminate number of shares of common stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions. | |
(2) | Calculated pursuant to Rule 457(o) of the rules and regulations under the Securities Act. | |
(3) | Previously paid. |
The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 1 to Form S-3 (this “Amendment”) is being filed for the sole purpose of filing Exhibits 5.1 and 8.1 to the Registration Statement (Reg. No. 333-257238) and to reflect such exhibit in the Exhibit Index. Accordingly, this Amendment consists only of the facing page, this explanatory note, the signature page to the Registration Statement, the Exhibit Index and Exhibits 5.1 and 8.1. No change is made to the prospectus constituting Part I of the Registration Statement, which is being omitted.
EXHIBIT INDEX
† Filed herewith.
* Previously filed with the Amendment to the Registrant’s Registration Statement on Form S-11 filed by the Registrant with the Securities and Exchange Commission on October 5, 2018.
SIGNATURE PAGE
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, State of Virginia, on the 1st day of July, 2021.
MEDALIST DIVERSIFIED REIT, INC. | ||
/s/ Thomas E. Messier | ||
By: | Thomas E. Messier, | |
Chief Executive Officer and Chairman of the Board | ||
Pursuant to the requirements of the Securities Act of 1933, this Form S-3 registration statement has been signed by the following persons in the following capacities on July 1, 2021.
Name | Title | Date | ||
/s/ Thomas E. Messier | Chief Executive Officer and Chairman of the Board | July 1, 2021 | ||
Thomas E. Messier | (principal executive officer) | |||
/s/ Brent Winn, Jr. | Chief Financial Officer | July 1, 2021 | ||
Brent Winn, Jr. | (principal accounting officer and principal financial officer) | |||
* | President, Chief Operating Officer and | July 1, 2021 | ||
William R. Elliott | Vice Chairman of the Board | |||
* | Director | July 1, 2021 | ||
Neil P. Farmer | ||||
* | Director | July 1, 2021 | ||
Charles S. Pearson, Jr. | ||||
* | By: | /s/ Thomas E. Messier | |
Power-of-Attorney |