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): January 24, 2025
Medalist Diversified REIT, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Maryland |
| 001-38719 |
| 47-5201540 |
(State or other jurisdiction of incorporation |
| (Commission File Number) |
| (I.R.S. Employer |
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 |
| Trading |
Common Stock, $0.01 par value |
| Nasdaq Capital Market |
| MDRR |
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. ¨
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ITEM 2.01 | COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS |
On January 24, 2025, MDR Bowling Green, LLC (“MDR Bowling Green”), a wholly owned subsidiary of Medalist Diversified Holdings, LP, a Maryland limited partnership and the operating partnership (the “Operating Partnership”) of Medalist Diversified REIT, Inc. (the “Company”), closed on the acquisition of that certain tract of real property containing a building with a physical address of 2545 Scottsville Road, Bowling Green, KY 42104 (the “Scottsville Road Property”), pursuant to that certain Contribution Agreement, dated as of December 14, 2024, by and between the Operating Partnership and CWS BET Seattle L.P., a California limited partnership (“Seller”), as assigned by that certain Assignment and Assumption of Contribution Agreement, dated as of January 24, 2025, by and between the Operating Partnership and MDR Bowling Green, and as amended by that certain First Amendment to Contribution Agreement (the “First Amendment to Contribution Agreement”), dated as of January 24, 2025, by and between Seller and MDR Bowling Green (as amended by the First Amendment to Contribution Agreement, the “Contribution Agreement”), for a purchase price of $2,620,000, exclusive of closing costs, paid in a combination of (i) 209,600 operating partnership units in the Operating Partnership (the “OP Units”), valued at approximately $12.50 per OP Unit; and (ii) $[15,000] in cash on hand to cover Seller’s transaction costs (such as prorated rent, commissions, title/escrow fees, transfer taxes, legals fees, etc.). The Purchase Price was determined based on the appraised value of the Scottsville Road Property, as determined by an independent appraiser hired by the Company, and the number of OP Units issued as part of the purchase price was determined by dividing $2,620,000 by $12.50, which represents the closing price of the Company’s common stock on the Nasdaq Capital Market on December 13, 2024. Also on January 24, 2025, pursuant to that certain Assignment of Right to Issuance of Operating Partnership Units, dated as of January 24, 2025, by and between Seller and BET Trust Dated March 11, 1999 (“BET Trust”), Seller assigned all of its rights, title and interest to the OP Units to BET Trust.
Pursuant to the Agreement of Limited Partnership of the Operating Partnership, as amended, the OP Units are redeemable for cash or, at the Operating Partnership’s option, shares of the Company’s common stock on a one-for-one basis; however, pursuant to the Contribution Agreement, BET Trust may not redeem the OP Units for shares of the Company’s common stock unless such redemption is approved by a majority of the votes cast on the matter at a meeting of the stockholders of the Company or by written consent of the stockholders of the Company in lieu of a special meeting to the extent permitted by applicable state and federal law. The general partner of Seller is Fort Ashford Funds, LLC, a California limited liability company whose manager is Frank Kavanaugh, the Company’s Chief Executive Officer and a member of the Company’s Board of Directors. Mr. Kavanaugh is also a trustee of BET Trust.
The foregoing description of the First Amendment to Contribution Agreement is qualified in its entirety by reference to the First Amendment to Contribution Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 2.01.
Item 3.02 | Unregistered Sales of Equity Securities. |
The information disclosed under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
The OP Units to be issued pursuant to the Contribution Agreement are being issued in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on Section 4(a)(2) of the Securities Act.
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ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
(a) Financial statements of businesses or funds acquired.
To the extent required by this item, historical financial statements for the Scottsville Road Property will be filed in an amendment to this Current Report on Form 8-K on or before April 5, 2025, which date is within the period allowed to file such an amendment.
(b) Pro forma financial information.
To the extent required by this item, pro forma financial information relating to the acquisition of the Scottsville Road Property will be filed in an amendment to this Current Report on Form 8-K on or before April 5, 2025, which date is within the period allowed to file such an amendment.
(d) Exhibits
| ||
Exhibit No. | | Description |
10.1 | | |
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, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MEDALIST DIVERSIFIED REIT, INC. | |
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Dated: January 29, 2025 | By: | /s/ C. Brent Winn, Jr. |
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| C. Brent Winn, Jr. |
|
| Chief Financial Officer |
