UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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).
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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 7.01 | Regulation FD Disclosure |
On January 22, 2025, Medalist Diversified REIT, Inc. (the “Company”) made available on the “Investors” section of its website its financial supplements for the quarters ended March 31, 2024 (the “Q1 2024 Financial Supplement”), June 30, 2024 (the “Q2 2024 Financial Supplement”) and September 31, 2024 (the “Q3 2024 Financial Supplement”, and, together with the Q1 2024 Financial Supplement and the Q2 2024 Financial Supplement, the “Financial Supplements”). A copy of each of the Financial Supplements is furnished as Exhibit 99.1, 99.2 and 99.3, respectively, to this Current Report on Form 8-K and is incorporated herein by reference. In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be incorporated by reference into any registration statement or other document filed under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 8.01 | Other Events |
On January 22, 2025, the Board of Directors (the “Board”) of Medalist Diversified REIT, Inc. (the “Company”) granted a waiver of the ownership limitations in Article VI of the Company’s Articles of Incorporation to permit C. Brent Winn, Jr. and any of his affiliates (“Winn”) to own up to 4.90% in the aggregate of the outstanding shares of capital stock of the Company, as set forth in, and subject to the terms and conditions in, that certain letter, dated January 20, 2025, from Winn to the Board, the form of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. | Description | |
10.1 | ||
99.1 | ||
99.2 | ||
99.3 | Financial Supplement for the quarter ended September 31, 2024 | |
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 22, 2025 | By: | /s/ C. Brent Winn, Jr. |
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| C. Brent Winn, Jr. |
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| Chief Financial Officer |