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): October 4, 2022
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 7.01 | REGULATION FD DISCLOSURE. |
On October 4, 2022, Medalist Diversified REIT, Inc. (the “Company”) issued a press release, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference, whereby the Board of Directors has authorized and the Company has declared a quarterly cash dividend on its common stock (the “Common Stock”) in the amount of $0.01 per share (the “Dividend”). The 3rd quarter of 2022 Dividend will be payable in cash on October 20, 2022 to holders of record of the Common Stock as of October 17, 2022. The Board of Directors has also authorized and the Company has declared a dividend for the 3rd quarter of 2022 on its 8.0% Series A Cumulative Redeemable Preferred Stock (the “Series A Preferred Stock”) in the amount of $0.50 per share (the “Series A Dividend”). The Series A Dividend will be payable in cash on October 20, 2022 to holders of record of the Series A Preferred Stock as of October 17, 2022.
In accordance with General Instruction B.2 of Form 8-K, the information set forth herein and in the press release is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended, or the Exchange Act. The information set forth in this Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits
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: October 4, 2022 | By: | /s/ Thomas E. Messier |
| | | Thomas E. Messier |
| | | Chief Executive Officer, Chairman of the Board, Treasurer and Secretary |
