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
Date of Report (Date of earliest event reported): November 20, 2025 (
(Exact Name of Registrant as Specified in Its Charter)
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(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 |
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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. |
On November 14, 2025, Medalist Diversified REIT, Inc. (the “Company”) and Medalist Diversified Holdings, LP, a Maryland limited partnership and the operating partnership (the “Operating Partnership”) entered into an exchange agreement (the “Exchange Agreement”) with Francis P. Kavanaugh, the Company’s Chief Executive Officer, President, Treasurer and Secretary, pursuant to which Mr. Kavanaugh will exchange an aggregate of 2,405 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), on a one-for-one basis for an aggregate of 2,405 units of limited partnership interest (the “OP Units”) in the Operating Partnership (the “Exchange”). Following the Exchange, Mr. Kavanaugh intends to purchase additional shares of Common Stock.
The Exchange will help to ensure the Company’s continued compliance with real estate investment trust qualifications, including the requirement that no more than 50% in value of the Company’s outstanding capital stock may be owned, directly or indirectly, by five or fewer individuals.
Pursuant to the Agreement of Limited Partnership of the Operating Partnership, as amended, the OP Units are redeemable for cash or, at the Operating Partnership’s option, shares of the Company’s common stock on a one-for-one basis after a holding period of one-year from the date of the Exchange Agreement, pursuant to the terms of the Limited Partnership Agreement.
Pursuant to the Company’s Code of Business Conduct and Ethics, Audit Committee Charter and Related Person Transaction Policy, the Exchange was reviewed and approved by a majority of the Audit Committee of the Company’s Board of Directors (the “Board”) in addition to the approval by a majority of the Board.
The foregoing description is only a summary of the material provisions of the Exchange Agreement and is qualified in its entirety by reference to the full text of the Exchange Agreement, which is filed as Exhibit 10.1 hereto and incorporated by reference herein.
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: November 20, 2025 | By: | /s/ C. Brent Winn, Jr. |
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| C. Brent Winn, Jr. |
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| Chief Financial Officer |
EXCHANGE AGREEMENT
This Exchange Agreement (this “Agreement”) is made as of November 14, 2025, 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
In order to facilitate the General Partner’s continued compliance with real estate investment trust qualifications, including the requirement that no more than 50% in value of the Company’s outstanding capital stock may be owned, directly or indirectly, by five or fewer individuals, the General Partner, acting on its own behalf and as general partner of the Company, has authorized the issuance to the Subscriber of 2,405 units of partnership interest in the Company (the “Units”), in exchange for 2,405 shares (the “Shares”) of common stock, $0.01 par value per share (the “Common Stock”), of the General Partner, subject to the terms and conditions set forth herein.
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.Exchange.
(a) Upon execution of this Agreement, the Subscriber hereby surrenders to the General Partner the Shares held by the Subscriber and simultaneously with such surrender, the Company hereby issues to the Subscriber the Units set forth opposite the Subscriber’s name on Schedule A under the heading “Units” (the “Exchange”).
2.Company Representations and Warranties. The Company hereby represents and warrants to the Subscriber as follows:
(a)This Agreement constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its respective terms.
(b)The Units have been duly authorized and, when issued in accordance with this Agreement, will be validly issued.
(c)No Additional Representations or Warranties. Except as provided in this Section 2, neither the Company nor any of its affiliates, nor any of their respective directors, managers, officers, employees, shareholders, partners, members or representatives has made, or is making, any representation or warranty whatsoever to the Subscriber. Without limiting the foregoing, the Subscriber acknowledges that the Subscriber, together with the Subscriber’s advisors, has made the Subscriber’s own investigation of the General Partner and the Company and its subsidiaries and is not relying on any implied warranties or upon any representation or warranty whatsoever as to the prospects (financial or otherwise) or the viability or likelihood of success of the business of the General Partner or the Company or its subsidiaries
as conducted after the closing of the transactions contemplated hereby, and contained in any materials (other than this Agreement and the Limited Partnership Agreement) provided to the Subscriber by the General Partner or the Company or any of its subsidiaries or any of their respective directors, officers, employees, shareholders, partners, members or representatives or otherwise.
3.Subscriber Representations and Warranties. The Subscriber hereby represents, warrants, acknowledges and/or agrees as follows:
(a)The Subscriber has the capacity and legal right to enter into and perform this Agreement. This Agreement constitutes the legal, valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms.
(b) The Subscriber is the record and beneficial owner of the Shares, free and clear of any and all pledges, claims, liens, charges, preemptive rights, options, pledges, encumbrances, security interests of any kind or nature whatsoever and all agreements, assignments, charges, preferences, or any other adverse claim or restriction on title or transfer of any nature whatsoever.
(c) This Agreement has been duly executed and delivered by or on behalf of the Subscriber and constitutes a valid and binding agreement of the Subscriber, enforceable against the Subscriber in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).
(d)The Subscriber has full knowledge of the General Partner’s and the Company’s and its subsidiaries’ business, financial condition, operations and prospects and the Subscriber is acquiring the Units without being furnished any sales literature or prospectus concerning the General Partner or the Company or its subsidiaries.
(e)The Subscriber is acquiring the Units solely for his own account for investment purposes and not with a view to resale or distribution of all or any part thereof. The Subscriber has no present arrangement, understanding or agreement for transferring or disposing of all or any portion of the Units.
(f)The Subscriber is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Immediately prior to the exchange of the Shares for the Units, the Subscriber has such knowledge and experience in financial and business matters that the Subscriber is capable of evaluating the merits and risks of an investment in the Units and to form an investment decision with respect thereto.
(g)The Subscriber acknowledges that all material documents, records, books and diligence materials pertaining to this investment, the Company and its affiliates have been made available to the Subscriber, and that the Company has made available to the Subscriber and the Subscriber’s representatives, the opportunity to ask questions of, and receive answers from, the Company, concerning the Company, its subsidiaries and the terms and conditions of the investment.
(h)In considering the exchange of the Shares for the Units, the Subscriber has evaluated for himself the risks and merits of such investment, and is able to bear the economic risk of such investment, including a complete loss of capital, and in addition has not relied upon any representations or warranties made by, or other information (whether oral or written) furnished by or on behalf of, the
Company, the General Partner, or any director, officer, employee, agent or affiliate of such persons, other than as set forth in this Agreement and the Limited Partnership Agreement.
(i)The Subscriber acknowledges that he has not requested from, and is not relying on, the Company, the General Partner or any of their partners, members, officers, counsel, agents or representatives for any legal, investment or tax advice. The Subscriber has carefully considered and has, to the extent he believes necessary, discussed with his own legal, tax, accounting and financial advisers the suitability of an investment in the Company in light of its particular tax and financial situation, and has determined that the Units being subscribed for hereunder is a suitable investment for the Subscriber.
(j)The Subscriber understands that the Units are being exchanged for the Shares in reliance on specific exemptions from the registration requirements of federal and state law and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings set forth herein in order to determine the applicability of such exemptions and the suitability of the Subscriber to acquire the Units.
(k)The Subscriber understands that the Subscriber is not entitled to cancel, terminate or revoke this Agreement.
(l)The Subscriber understands that (i) the Units have not been registered under the Securities Act or any state securities or “Blue Sky” laws pursuant to exemptions therefrom; (ii) the Company has no obligation or intention to register the Units for resale under any federal or state securities laws, or to take any action (including the filing of reports or the publication of information required by Rule 144 under the Securities Act) which would make available any exemption from the registration requirements of such laws, and (iii) it is likely that the Subscriber, therefore, may be precluded from selling or otherwise transferring or disposing of the Units or any portion thereof and may therefore have to bear the economic risk of investment in the Units for an indefinite period.
(m)No broker or finder has acted for or on behalf of the Subscriber in connection with his exchange of Shares for Units and no broker or finder is entitled to any broker’s or finder’s fees or other commissions in connection therewith based on agreements between the Subscriber and any broker or finder.
(n)Neither the Subscriber nor, to the extent he has them, any of his shareholders, members, managers, general or limited partners, directors, affiliates or executive officers, are subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The exchange of the Shares for Units by the Subscriber will not subject the Company to any Disqualification Event.
(o)The Subscriber agrees that the foregoing representations and warranties shall survive the Closing applicable to the Subscriber and will be deemed to be reaffirmed by the Subscriber at any time the Subscriber acquires additional Units of the Company, contributes capital to the Company or receives distributions from the Company and such purchase, acquisition, contribution or distribution will be evidence of such reaffirmation.
(p)The Subscriber shall notify the Company immediately if any of the foregoing representations or warranties cease to be true or accurate, or if they become misleading.
4.Subscriber Acknowledgments and Covenants. The Subscriber acknowledges and covenants that:
(a)No federal or state agency has passed on, has recommended or has endorsed the merits of the Units or this exchange transaction.
(b)All tax forms provided in connection with this Agreement are accurately completed and properly executed and may be relied upon by the Company and its advisors and agents and affiliates.
(c)The Units are speculative investments and involve a high degree of risk. There is no public market for the Units, and no such public or other market is expected to develop. The transferability of the Units is substantially restricted both by the terms of the Limited Partnership Agreement and applicable law. This Agreement is not transferable or assignable by the Subscriber without the prior written consent of the General Partner.
(e)As a reporting issuer on The Nasdaq Capital Market (“Nasdaq”) where Common Stock is registered for trading, the General Partner is required to make certain filings related to the issuance of the Units. At the request of the General Partner or the Company, the Subscriber shall cooperate with the General Partner and the Company in making such filings and ensuring compliance with all applicable listing requirements of Nasdaq.
(f)The Subscriber understands and acknowledges that Hunton Andrews Kurth LLP represents only the General Partner and the Company, and not the Subscriber or the limited partners as a group, in connection with the offer and sale of the Units.
5.Reliance on Representations; Indemnification. The Subscriber acknowledges and agrees that that the Company and its counsel are relying upon the representations, warranties, acknowledgments and covenants in this Agreement (collectively, the “Investor Information”). The Subscriber agrees to indemnify and hold harmless the Company, its directors, officers, members, representatives and agents, and any person who controls any of the foregoing, against any and all loss, liability, claim, damage and expense (including reasonable attorneys' fees) arising out of or based upon any misstatement or omission in the Investor Information or any failure by the Subscriber to comply with any covenant or agreement made by the Subscriber in the Investor Information.
6.Tax Forms. Subscriber is a “United States Person” as defined in Section 7701(a)(30) of the Code and shall immediately provide the Company with an executed IRS Form W-9. The Subscriber agrees that promptly (and in any event within ten calendar days) after receipt of a request from the Company, the Subscriber shall provide such additional information and deliver such additional documents as shall be reasonably necessary to comply with any federal, state, local or non-U.S. securities, tax or anti-money laundering laws, rules or regulations to which the Company is subject. Without limiting the generality of the foregoing, the Subscriber hereby agrees to immediately deliver to the Company any applicable withholding tax forms and/or certificates requested by the Company.
7.Publicly Traded Partnership. The Subscriber is not a partnership, grantor trust, or Subchapter S corporation for U.S. federal income tax purposes.
8.FATCA Compliance/Reliance; Additional Information/FATCA Withholding. The Subscriber understands and agrees that:
(a)the representations, warranties, agreements, understandings and acknowledgements made by the Subscriber in this Agreement, including but not limited to its Annexes and
any tax forms provided in connection with this Agreement, are made with the intent that they are relied upon the Company and its affiliates in determining the Subscriber's suitability as a holder of the Units; and
(b)the Company may request from the Subscriber such additional information as it may deem necessary or appropriate to evaluate the eligibility of the Subscriber to exchange the Shares for the Units, and may request from time to time such information as the Company may deem appropriate to determine a Subscriber’s suitability to hold the Units, or to enable the Company to determine the Company’s compliance with applicable regulatory requirements, or pre-determine or verify tax status, to fulfill any tax withholding or other obligation relating to the Subscriber, including but not limited to, any documentation necessary or reasonably requested to establish the Subscriber’s eligibility for benefits under any applicable tax treaty or to establish the Subscriber’s compliance with Section 1471 through Section 1474 of the Code (“FATCA”), or for any other reasonable purpose relating to the Company, and the Subscriber shall provide such information as may be so requested. The Subscriber undertakes to promptly notify the Company in writing if (i) the US Internal Revenue Service terminates any agreement entered into with the Subscriber relating to withholding, or (ii) there is any change in any information provided to the Company pursuant to this Section 9(b).
(c)The Subscriber acknowledges that the Company is obligated to withhold on all payments made by the Company to the Subscriber unless and until the Company is satisfied that the Subscriber has fully complied with the requirements under FATCA, as applicable to the Subscriber. The Company shall reasonably cooperate with the Subscriber in obtaining a refund of amounts withheld pursuant to this clause (ii), to the extent such refund may be available to the Subscriber.
9.Miscellaneous.
(a)Entire Agreement; Governing Law. This Agreement and the Limited Partnership Agreement constitute the entire understanding between the Subscriber and the Company with respect to the subject matter hereof and supersede any prior understanding and/or written or oral agreements between them with respect to such subject matter. This Agreement shall be governed by the laws of the State of Delaware, without regard to the principles of conflicts of laws of the State of Delaware or any other jurisdiction.
(b)Severability. In case any provision of this Agreement shall be invalid, illegal, or unenforceable, it shall to the extent practicable be modified so as to make it valid, legal and enforceable and to retain as nearly as practicable the intent of the parties, and the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
(c)Amendment; Waiver. Any provision of this Agreement and the obligations of the Company or rights of the Subscriber hereunder may be amended or waived if, but only if, such amendment or waiver is in writing and is approved in writing by the Company and the Subscriber, whereupon such amendment or waiver shall be binding on the Company and the Subscriber.
(d)Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be deemed effectively given upon personal delivery, on the first business day following mailing by over-night or express courier, or on the third day following mailing by registered or certified mail, return receipt requested, postage prepaid, addressed to the Company and the Subscriber at the respective addresses included herein.
(e)Counterparts; Execution by Electronic Means. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument. Delivery of an executed counterpart of the signature page to this Agreement by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement, and any party delivering an executed counterpart of the signature page to this Agreement by facsimile or electronic transmission to any other party shall thereafter also promptly deliver a manually executed counterpart of this Agreement to such other party, but the failure to deliver such manually executed counterpart shall not affect the validity, enforceability, and binding effect of this Agreement.
(f)References and Construction. The provisions of this Agreement shall be construed according to their fair meaning and neither for nor against any party hereto irrespective of which party caused such provisions to be drafted. Each of the parties acknowledges that it has been (or has been afforded the opportunity to be) represented by an attorney in connection with the preparation and execution of this Agreement.
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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.
/s/ C. Brent Winn, Jr._______________
By: Medalist Diversified REIT, Inc., its General Partner
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 Issued | Consideration |
2,405 | 2,405 shares of the General Partner’s Common Stock |