MDRR Medalist Diversified REIT Inc

 

 

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): December 29, 2023 (December 28, 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) 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 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 3.03

Material Modification to Rights of Security Holders.

 

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

 

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On December 28, 2023, the Board of Directors (the “Board”) of Medalist Diversified REIT, Inc. (the “Company”) approved a resolution to elect for the Company to be subject to Section 3-803 of Subtitle 8 of Title 3 of the Maryland General Corporation Law (the “MGCL”). Subtitle 8 of Title 3 of the MGCL is commonly referred to as the Maryland Unsolicited Takeovers Act. Section 3-803 of the MGCL permits the board of directors of a Maryland corporation with a class of equity securities registered under the Securities Exchange Act of 1934, as amended, and at least three independent directors to elect to classify its board of directors without stockholder approval.

 

As a result of the Company’s election to be subject to Section 3-803 of the MGCL, the Board will be classified into three separate classes of directors, with directors in each class generally serving three-year terms. The term of the Class I directors shall continue until the first annual meeting of stockholders after the date on which the Company becomes subject to Section 3-803 of the MGCL and until their successors are elected and qualify. The Class I directors are David Lunin and Charles S. Pearson, Jr. The term of the Class II directors shall continue until the second annual meeting of stockholders after the date on which the Company becomes subject to Section 3-803 of the MGCL and until their successors are elected and qualify. The Class II directors are Emanuel Neuman and Timothy O’Brien. The term of the Class III directors shall continue until the third annual meeting of stockholders after the date on which the Company becomes subject to Section 3-803 of the MGCL and until their successors are elected and qualify. The Class III directors are Francis P. Kavanaugh and Neil P. Farmer.

 

On December 29, 2023, the Company filed Articles Supplementary (the “Articles Supplementary”) with the State Department of Assessments and Taxation of Maryland (“SDAT”) reflecting the adoption of this resolution. The Articles Supplementary will become effective upon acceptance by the SDAT for record.

 

The foregoing description of the Articles Supplementary does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Articles Supplementary, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Description
3.1		Articles Supplementary of Medalist Diversified REIT, Inc., dated as of December 28, 2023
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, 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: December 29, 2023	By:	/s/ C. Brent Winn, Jr.
		C. Brent Winn, Jr.
		Chief Financial Officer

 

 

 

Exhibit 3.1

 

MEDALIST DIVERSIFIED REIT, INC.

 

ARTICLES SUPPLEMENTARY

 

Medalist Diversified REIT, Inc., a Maryland corporation (the “Company”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “SDAT”) that:

 

FIRST: Under a power contained in Section 3-802(b) of the Maryland General Corporation Law (the “MGCL”), the Company, by resolution of its Board of Directors (the “Board of Directors”), elects, notwithstanding any provision in its articles of incorporation or bylaws to the contrary, to be subject to Section 3-803 of the MGCL, as provided herein, the repeal of which may be effected only by the means authorized by Section 3-802(b)(3) of the MGCL.

 

SECOND: The election to become subject to Section 3-803 of the MGCL has been approved by the Board of Directors in the manner and by the vote required by law.

 

THIRD: These Articles Supplementary shall be effective at the time the SDAT accepts these Articles Supplementary for record.

 

FOURTH: The undersigned acknowledges these Articles Supplementary to be the corporate act of the Company and as to all matters or facts required to be verified under oath, the undersigned acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

 

[SIGNATURE PAGE FOLLOWS]

 

 

IN WITNESS WHEREOF, the Company has caused these Articles Supplementary to be executed in its name and on its behalf by its Chief Executive Officer and attested to by its Chief Financial Officer on this 28^th day of December, 2023.

 

ATTEST:			MEDALIST DIVERSIFIED REIT, INC.
By:	/s/ Brent Winn, Jr.		By:	/s/ Francis P. Kavanaugh
Name:	Brent Winn, Jr.		Name:	Francis P. Kavanaugh
Title:	Chief Financial Officer		Title:	Chief Executive Officer

 

 

v3.23.4

Cover	Dec. 28, 2023
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 28, 2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-38719
Entity Registrant Name	Medalist Diversified REIT, Inc.
Entity Central Index Key	0001654595
Entity Tax Identification Number	47-5201540
Entity Incorporation, State or Country Code	MD
Entity Address, Address Line One	P.O. Box 8436
Entity Address, City or Town	Richmond
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	23226
City Area Code	804
Local Phone Number	338-7708
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	MDRR
Security Exchange Name	NASDAQ
8.0% Series A Cumulative Redeemable Preferred Stock, $0.01 par value
Document Information [Line Items]
Title of 12(b) Security	8.0% Series A Cumulative Redeemable Preferred Stock, $0.01 par value
Trading Symbol	MDRRP
Security Exchange Name	NASDAQ

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