MDRR 8-K
Medalist Diversified, Inc. (MDRR)
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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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:
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Securities registered pursuant to Section 12(b) of the Act:
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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).
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 1.01 | Entry into a Material Definitive Agreement |
The information contained in Item 3.02 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.
Item 3.02 | Unregistered Sale of Equity Securities |
On October 11, 2024, Medalist Diversified Holdings, L.P. (“MDH LP”), the operating partnership of Medalist Diversified REIT, Inc. (the “Company”), entered into a Subscription Agreement (the “Subscription Agreement”) with Francis P. Kavanaugh (“Mr. Kavanaugh”), the Company’s Chief Executive Officer and a member of its Board of Directors, for the sale by MDH LP in a private placement (the “Private Placement”) of 160,000 units of partnership interest in MDH LP (the “Units”) at a purchase price of $12.50 per share.
Pursuant to the Agreement of Limited Partnership of MDH LP, as amended, the units are redeemable for cash or, at MDH LP’s option, shares of the Company’s common stock (“Common Stock”) on a one-for-one basis; however, pursuant to the Subscription Agreement, Mr. Kavanaugh may not redeem the Units for shares of 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 federal and state law.
The Private Placement was exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the exemption for transactions by an issuer not involving any public offering under Rule 506(b) under Regulation D of the Securities Act. The Units were offered without any general solicitation by MDH LP or its representatives. The Units issued and sold in the Private Placement are not registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from the registration requirements.
The foregoing description of the Subscription Agreement is qualified in its entirety by reference to the Subscription Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 3.02 and Item 1.01.
Item 9.01 | Financial Statements and Exhibits. |
(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: October 11, 2024 | By: | /s/ C. Brent Winn, Jr. |
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| C. Brent Winn, Jr. |
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| Chief Financial Officer |
Exhibit 10.1
SUBSCRIPTION AGREEMENT
This Subscription Agreement (this “Agreement”) is made as of October 11, 2024, by and among MEDALIST DIVERSIFIED HOLDINGS, L.P., a Delaware limited partnership (the “Company”), MEDALIST DIVERSIFIED REIT, Inc., a Maryland corporation and the general partner of the Company (the “General Partner”), and FRANCIS P. KAVANAUGH (the “Subscriber”) on the terms and conditions set forth in this Agreement and in the Agreement of Limited Partnership of the Company, dated as of September 29, 2015, by and among the General Partner and the Limited Partners set forth on Exhibit A thereto, as amended (the “Limited Partnership Agreement”). Capitalized terms used but not defined in this Agreement have the meanings assigned to them in the Limited Partnership Agreement.
BACKGROUND
The Subscriber desires to subscribe for and purchase units of partnership interest in the Company (the “Units”) and the Company desires to issue the Units to the Subscriber, all upon the terms and subject to the conditions set forth in this Agreement.
TERMS
In consideration of the foregoing and the mutual covenants contained in this Agreement, the parties hereto, intending to be legally bound hereby, do agree as follows:
| 1. | Subscription. |
If the Subscriber is unable to make either of such representations, the Subscriber hereby agrees to provide the Company, prior to the effective date of the purchase of the Units, with evidence (including opinions of counsel) satisfactory in form and substance to the Company relating to the status of the Company under Section 7704 of the Code. The Subscriber further agrees to notify the Company should either of the representations in subsections 8(a) or (b) no longer remain true.
| 9. | Miscellaneous. |
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SIGNATURE PAGE FOLLOWS
IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first written above.
COMPANY:
MEDALIST DIVERSIFIED HOLDINGS, L.P.
By: Medalist Diversified REIT, Inc., its General Partner
/s/ C. Brent Winn, Jr. |
Name: C. Brent Winn, Jr.
Title: Chief Financial Officer
GENERAL PARTNER:
MEDALIST DIVERSIFIED REIT, INC.
/s/ C. Brent Winn, Jr. |
Name: C. Brent Winn, Jr.
Title: Chief Financial Officer
SUBSCRIBER:
FRANCIS P. KAVANAUGH
/s/ Francis P. Kavanaugh |
SCHEDULE A
Units | Consideration |
160,000 | $2,000,000 |