Medalist Diversified, Inc 8-K, filed Mar 22, 2021
Medalist Diversified, Inc. (MDRR)
About this 8-K
Medalist Diversified, Inc filed this 8-K on March 22, 2021, reporting on events of March 16, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 8.01: Other events
UNITED STATES
SECURITIES AND EXCHANGECOMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Dateof earliest event reported): March 16, 2021
| Medalist Diversified REIT, Inc. | ||
|---|---|---|
| (Exact Name of Registrant as Specified in Its Charter) | ||
| Maryland | 001-38719 | 47-5201540 |
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer<br> Identification No.) |
| 1051 E. Cary Street Suite 601<br><br> <br>James Center Three<br><br> <br>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<br>Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under the<br>Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b)<br>under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c)<br>under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
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. o
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Name of each Exchange<br><br> <br>on Which Registered | Trading<br><br> <br>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 |
| ITEM 5.02 | DEPARTUREOF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAINOFFICERS. |
|---|
On March 16, 2021, the Compensation Committee (the “Committee”) of the Board of Directors of Medalist Diversified REIT, Inc. (the “Company”) authorized the grant of 26,900 shares of the Company’s common stock to Brent Winn Jr., the Company’s Chief Financial Officer, pursuant to the Company’s 2018 Equity Incentive Plan. The issuance date of the foregoing grant of common stock will be determined by the Company.
| ITEM 8.01 | OTHEREVENTS. |
|---|
On March 19, 2021, our Company’s external manager, Medalist Fund Manager, Inc. (our “Manager”), agreed to defer the payment of half of any acquisition fee it earns pursuant to the Management Agreement, dated as of March 15, 2016, by and among the Company, Medalist Diversified Holdings, L.P. and the Manager (the “Management Agreement”), until the earlier of (i) the public trading price of our common stock reaching $5.00 per share as reported on the Nasdaq Capital Market; (ii) the sale, merger, consolidation or similar transaction of the Company; and (iii) the termination of the Management Agreement by the Company without cause.
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. | ||
|---|---|---|
| Dated: March 22, 2021 | By: | /s/ Thomas E. Messier |
| Thomas E. Messier | ||
| Chief Executive Officer, Chairman of the Board, Treasurer and Secretary |