8-K - MDRR - Equibles

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): May 8, 2023 (May 2,2023)

Medalist Diversified REIT, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Maryland	001-38719	47-5201540
(State or other<br> jurisdiction of incorporation<br><br> or organization)	(Commission File Number)	(I.R.S. Employer <br><br>Identification No.)

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:

¨	Written communications pursuant to Rule 425 under the Securities<br>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 x

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 Definitive Material Agreement.

As previously disclosed, on June 13, 2022, wholly-owned subsidiaries (the “Borrower”) of the operating partnership of Medalist Diversified REIT, Inc. (the “Company”) entered into a Credit Agreement (the “Credit Agreement”) with Wells Fargo Bank, National Association (the “Lender”), for a term loan and a revolving line of credit (the “Line of Credit”). On May 2, 2023, the Borrower, the Company and the Lender entered into a First Amendment to Revolving Line of Credit Note (the “First Amendment”), which extends the maturity date of the Line of Credit from June 10, 2023 to June 9, 2024. No other changes were made to the Line of Credit as a result of the First Amendment.

The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the First Amendment, which is filed as Exhibit 10.1 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
10.1	First Amendment dated as of May 2, 2023 to Revolving Line of Credit Note by and between MDR Greenbrier, LLC, MDR Lancer, LLC, MDR Salisbury, LLC, Wells Fargo Bank, National Association, and Medalist Diversified REIT, Inc.
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: May 8, 2023	By:	/s/ Thomas E. Messier
		Thomas E. Messier
		Chief Executive Officer, Chairman of the Board, Treasurer and Secretary

Exhibit 10.1

FIRST AMENDMENT TO REVOLVING LINE OF CREDITNOTE

THIS FIRST AMENDMENT TO REVOLVING LINE OF CREDIT NOTE (this "Amendment"), dated as of May 2, 2023, is made by and among WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank"), and MDR GREENBRIER, LLC, a Delaware limited liability company, MDR LANCER, LLC, a Delaware limited liability company, and MDR SALISBURY, LLC, a Delaware limited liability company (jointly and severally, whether one or more in number, in any combination, "Borrower"), and MEDALIST DIVERSIFIED REIT, INC., a Maryland corporation (the "Guarantor").

RECITALS

A. Bank extended a credit facility to Borrower (the "Loan") as evidenced by that certain Revolving Line of Credit Note dated as of June 10, 2022 made by Borrower payable to the order of Bank in the original principal amount of up to One Million Five Hundred Thousand and No/100 Dollars ($1,500,000.00), as the same may have been modified or amended from time to time (the "Note").

B. Guarantor unconditionally guaranteed the full and timely payment and performance of Borrower's obligations under the Note and Loan as evidenced by one or more guaranty agreements (collectively, the "Guaranty Agreement").

C. Borrower and Guarantor have requested that Bank make certain modifications to the Note.

D. Bank, as holder and owner of the Note, Borrower and Guarantor mutually desire to modify and amend the provisions of the Note in the manner hereinafter set out, it being specifically understood that, except as herein modified and amended, the terms and provisions of the Note shall remain unchanged and continue in full force and effect as therein written.

AGREEMENT

NOW, THEREFORE, Bank, Borrower and Guarantor, in consideration of Bank's continued extension of credit and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the foregoing, do hereby agree that, notwithstanding any contrary provisions contained in the Note, effective as of the date first set forth above, the Note shall be, and the same hereby is, modified and amended as follows:

1.	The Note is hereby modified and amended<br> to extend the maturity date thereof by deleting the text "June 10, 2023" where it appears in Subsection (a) of the Section of the Note entitled "BORROWING<br> AND REPAYMENT" and replacing such text with "June9, 2024."

IT IS MUTUALLY AGREED by and between the parties hereto that this Amendment shall become a part of the Note by reference and that nothing herein contained shall impair the security now held for said indebtedness, nor shall waive, annul, vary or affect any provision, condition, covenant or agreement contained in the Note, except as herein amended, nor affect or impair any rights, powers or remedies under the Note, as hereby amended. Furthermore, Bank does hereby reserve all rights and remedies it may have against all parties who may be or may hereafter become primarily or secondarily liable for the repayment of the indebtedness evidenced by the Note, as hereby amended, in addition to any other rights and remedies Bank may have under the Loan Documents (as defined in the Note).

Borrower promises and agrees to pay the indebtedness evidenced by the Note, as hereby amended, in accordance with the terms thereof and agrees to perform all of the requirements, conditions and obligations under the terms of the Note, as hereby modified and amended, said documents being hereby ratified and affirmed. The execution and delivery hereof shall not constitute a novation or modification of the lien, encumbrance or security title of any security instrument executed in connection with the Note, which security instruments shall retain their priority as originally filed for record. Borrower expressly agrees that the Note is in full force and effect and that Borrower has no right to setoff, counterclaim or defense to the payment thereof. Any reference contained in the Note, as amended herein, or in any other Loan Document, to the Note shall hereinafter be deemed to refer to the Note as amended hereby.

Guarantor joins in the execution of this Amendment as evidence of its knowledge of the provisions hereof and its consent to the modifications herein made. Guarantor does hereby confirm, ratify and reaffirm the obligations contained in its Guaranty Agreement. Guarantor does further confirm that it has no right of set-off, counterclaim or defense to the obligations contained in its Guaranty Agreement. Any and all references in the Guaranty Agreement to the Note shall hereinafter be deemed to refer to the Note as amended hereby.

This Amendment shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia without regard to principles of conflict of laws.

This Amendment shall be binding upon and inure to the benefit of any assignee or the respective heirs, executors, administrators, successors and assigns of the parties hereto.

This Amendment shall be attached to the Note as an allonge and shall become a part thereof as fully as if set forth therein. In the event of any inconsistency between this Amendment and the Note, this Amendment shall govern.

This Amendment may be executed in any number of counterparts, each of which shall be an original but all of which taken together shall constitute one and the same instrument, and any of the parties hereto may execute any of such counterparts.

[SIGNATURE PAGES FOLLOW]

FIRST AMENDMENT TO REVOLVING LINE OF CREDITNOTE

[SIGNATURE PAGE]

IN WITNESS WHEREOF, this instrument has been executed under seal by the parties hereto and delivered on the date and year first above written.

BORROWER:

MDR GREENBRIER, LLC,

a Delaware limited liability company

Medalist Diversified Holdings, L.P., a<br> Delaware limited partnership, Sole Member
By:	Medalist Diversified REIT, Inc., a<br> Maryland corporation, General Partner
	By:	/s/ Thomas E. Messier	(SEAL)
		Thomas E. Messier, Chief Executive Officer

MDR LANCER, LLC,

a Delaware limited liability company

Medalist Diversified Holdings, L.P., a<br> Delaware limited partnership, Sole Member
By:	Medalist Diversified REIT, Inc., a<br> Maryland corporation, General Partner
	By:	/s/ Thomas E. Messier	(SEAL)
		Thomas E. Messier, Chief Executive Officer

MDR SALISBURY, LLC,

a Delaware limited liability company

Medalist Diversified Holdings, L.P., a<br> Delaware limited partnership, Sole Member
By:	Medalist Diversified REIT, Inc., a<br> Maryland corporation, General Partner
	By:	/s/ Thomas E. Messier	(SEAL)
		Thomas E. Messier, Chief Executive Officer

IN WITNESS WHEREOF, this instrument has been executed under seal by the parties hereto and delivered on the date and year first above written.

GUARANTOR:

MEDALIST DIVERSIFIED REIT, INC.,

a Maryland corporation

By:	/s/ Thomas E. Messier	(SEAL)
	Thomas E. Messier, Chief Executive Officer

FIRST AMENDMENT TO REVOLVING LINE OF CREDITNOTE

[SIGNATURE PAGE]

IN WITNESS WHEREOF, this instrument has been executed under seal by the parties hereto and delivered on the date and year first above written.

BANK**:**

WELLS FARGO BANK, NATIONAL ASSOCIATION

By:	/s/ Suzanne Gardner	(SEAL)
Name:	Suzanne Gardner
Title:	SVP