8-K

UNITEDSTATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

**Pursuantto Section 13 or 15(**d)of the Securities Exchange Act of 1934

Date of Report (Date ofearliest event reported): June 9, 2023

Medalist Diversified REIT, Inc.

(Exact Name of Registrant as Specified in Its Charter)

1051 E. Cary Street Suite 601

James Center Three

Richmond, VA, 23219

(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:

Securities registered pursuant to Section 12(b) of the Act:

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. ¨

On June 9, 2023, 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 Francis P. Kavanaugh and any of his affiliates (“Kavanaugh”) to own up to 10.02% 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 June 5, 2023, from Kavanaugh 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.

(d) Exhibits

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.

Exhibit 10.1

June 5, 2023

Ladies and Gentlemen:

In connection with the grant by the Board of Directors (the “Board”) of Medalist Diversified REIT, Inc., a Maryland corporation (the “Company”), of an exemption (the “Exemption”) from the Aggregate Share Ownership Limit as defined in Article IV of the Articles of Incorporation (the “Charter”) of the Company (the “Aggregate Share Ownership Limit”) and the Common Share Ownership Limit as defined in Article IV of the Charter (the “Common Share Ownership Limit” and together with the Aggregate Share Ownership Limit, the “Ownership Limits”) to Francis P. Kavanaugh and any of his affiliates (“Investor”), in connection with Investor’s acquisition of up to 10.02% of the outstanding Common Shares of the Company, in excess of the Ownership Limits, Investor hereby certifies to the Board that:

(i)       Investor understands that Investor may not acquire and beneficially own more than 10.02% (the “Excepted Holder Limit”) in the aggregate of the Common Shares of the Company (currently 222,237 shares, based on 2,218,810 shares outstanding as of the date of this letter), except with the prior approval of the Board; and

(ii)       Investor has reviewed, understands, and agrees to the terms of Section 6.17(a)(ii) of the Charter.

Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Charter.