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 24, 2023 (July 19, 2023)
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) 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)) |
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 19, 2023, the Board of Directors (the “Board”) of Medalist Diversified REIT, Inc. (the “Company”) decreased the size of the Board from six (6) to five (5) directors and appointed Emanuel D. Neuman to the Board, effective July 19, 2023, for a term expiring at the Company’s 2023 annual meeting of stockholders. On July 24, 2023, the Board appointed Mr. Neuman to the (i) Acquisition Committee of the Board and designated Mr. Neuman as the chairman of such committee, and (ii) Compensation Committee of the Board.
The Board has determined that Mr. Neuman is an independent director as defined in the listing standards of The Nasdaq Stock Market LLC and the applicable rules of the U.S. Securities and Exchange Commission. Mr. Neuman will participate in the Company’s compensation program for its independent directors.
There are no arrangements or understandings between Mr. Neuman and any other person pursuant to which he was selected as a director, and Mr. Neuman is not a party to any transaction that would require disclosure under Item 404(a) of Regulation S-K.
| Item 8.01 | Other Events. |
On July 19, 2023, the Company changed the address of its principal executive office to P.O. Box 8436, Richmond, Virginia 23226.
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 24, 2023 | By: | /s/ C. Brent Winn, Jr. |
| C. Brent Winn, Jr. | ||
| Chief Financial Officer | ||