8-K/A - MDRR - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15( d ) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 10, 2024 ( July 18, 2025 )

Medalist Diversified REIT, Inc.

(Exact Name of Registrant as Specified in Its Charter)

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

P.O. Box 8436

Richmond , VA **** 23226

(Address of principal executive offices)

( 804 ) 338-7708

(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 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

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. ☐

Explanatory Note

This Form 8-K/A amends and supplements the Form 8-K filed by Medalist Diversified REIT, Inc. (the “Company”) on July 18, 2025 (the “Original Filing”) reporting the acquisition of the property known as the Tesla Pensacola Property, a certain tract of real property containing a building in Pensacola, Florida, to include the unaudited pro forma information required by Item 9.01 (b) of Form 8-K. This Form 8-K/A should be read in conjunction with the Original Filing.

ITEM 9.01	FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial Statements of Property Acquired

The Tesla Pensacola Property underwent extensive renovations immediately prior to the acquisition and a change of use from a trade college to an automotive sales, service and distribution facility. As a result, the Company is not filing the financial statements of the Property because the leasing history of the Tesla Pensacola Property is not representative of its future operations.

(b) Unaudited Pro Forma Financial Information

The following unaudited pro forma financial statements for the Company are set forth in Exhibit 99.2, which is incorporated herein by reference.

Unaudited Pro Forma Consolidated Balance Sheet as of June 30, 2025.

Notes to Unaudited Pro Forma Consolidated Balance Sheet as of June 30, 2025.

Unaudited Pro Forma Consolidated Statement of Operations for the six months ended June 30, 2025.

Notes to Unaudited Pro Forma Consolidated Statement of Operations for the six months ended June 30, 2025.

Unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31, 2024.

Notes to Unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31, 2024.

(d) Exhibits

Exhibit No.	Description
99.1	Unaudited Pro Forma Financial Information for the Company
104	Cover Page Interactive Data File (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.
Dated: September 10, 2025	By:	/s/ C. Brent Winn, Jr.
		C. Brent Winn, Jr.
		Chief Financial Officer

Exhibit 99.1

MEDALIST DIVERSIFIED REIT, INC.

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

Unaudited Pro Forma Consolidated Balance Sheet as of June 30, 2025

and

Unaudited Pro Forma Consolidated Statements of Operations for the

six months ended June 30, 2025 and the year ended December 31, 2024

Summary of Unaudited Pro Forma Consolidated Financial Statements

On July 18, 2025, Medalist Diversified REIT, Inc. (the “Company”) announced that Medalist Diversified Holdings, LP (the “Operating Partnership”), through a wholly owned subsidiary, completed the acquisition of that certain tract of real property containing a building at 312 East Nine Mile Road, Pensacola, Florida 32514 (the “Tesla Pensacola Property”) from Drake Motor Partners Pensacola, LLC, a Colorado limited liability company.

The following unaudited pro forma consolidated financial statements and accompanying notes should be read in conjunction with the condensed consolidated balance sheet of Medalist Diversified REIT, Inc. and Subsidiaries as of June 30, 2025 (unaudited), the condensed consolidated statement of operations of Medalist Diversified REIT, Inc. and Subsidiaries for the six months ended June 30, 2025 (unaudited), and the audited consolidated statement of operations of Medalist Diversified REIT, Inc. and Subsidiaries for the year ended December 31, 2024.

The following unaudited pro forma consolidated balance sheet as of June 30, 2025 has been prepared to give effect to the acquisition of the Tesla Pensacola Property, as if this transaction had occurred on June 30, 2025.

The following unaudited pro forma consolidated statement of operations for the six months ended June 30, 2025 has been prepared to give effect to the acquisition of the Tesla Pensacola Property, as if this transaction had occurred on January 1, 2025.

The following unaudited pro forma consolidated statement of operations for year ended December 31, 2024 has been prepared to give effect to the acquisition of the Tesla Pensacola Property, as if this transaction had occurred on January 1, 2024.

The Company has based the unaudited pro forma adjustments on available information and assumptions that it believes are reasonable. These unaudited pro forma consolidated financial statements are prepared for informational purposes only and are not necessarily indicative of future results or of actual results that would have been achieved had the acquisition of the Tesla Pensacola Property been consummated as of the date indicated.

Medalist Diversified REIT, Inc.

Unaudited Pro Forma Consolidated Balance Sheet

As of June 30, 2025


			Pro Forma
			Adjustments
			Tesla Pensacola
			Property
	Historical (a)		Acquisition (b)			Pro Forma
ASSETS
Investment properties, net	$	59,850,435	$	—		$	59,850,435
Cash		1,950,829		(303,260)	(i)		1,647,569
Restricted cash		1,686,953		—			1,686,953
Rent and other receivables, net of allowance		160,518		—			160,518
Assets held for sale		9,432,904		15,080,451	(ii)		24,513,355
Unbilled rent		1,167,753		—			1,167,753
Intangible assets, net		1,925,758		—			1,925,758
Other intangible assets		55,004		—			55,004
Other assets		1,426,994		—			1,426,994
Total Assets	$	77,657,148	$	14,777,191		$	92,434,339

LIABILITIES
Accounts payable and accrued liabilities	$	1,385,444	$	—		$	1,385,444
Liabilities associated with assets held for sale		6,545,968		14,777,191	(iii)		21,323,159
Intangible liabilities, net		895,349		—			895,349
Mortgages payable, net		43,509,578		—			43,509,578
Total Liabilities	$	52,336,339	$	14,777,191		$	67,113,530

EQUITY
Common stock	$	13,524	$	—		$	13,524
Additional paid-in capital		54,531,595		—			54,531,595
Offering costs		(3,404,055)		—			(3,404,055)
Accumulated deficit		(37,732,004)		—			(37,732,004)
Total Shareholders' Equity		13,409,060		—			13,409,060
Noncontrolling interests - Parkway Property		390,826		—			390,826
Noncontrolling interests - Operating Partnership		11,520,923		—			11,520,923
Total Equity	$	25,320,809	$	—		$	25,320,809
Total Liabilities and Equity	$	77,657,148	$	14,777,191		$	92,434,339

See notes to unaudited pro forma consolidated financial statements

MEDALIST DIVERSIFIED REIT, INC.

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

AS OF JUNE 30, 2025

Notes to unaudited pro forma consolidated balance sheet as of June 30, 2025

(a)	Historical financial information was derived from the condensed consolidated balance sheet of the Company as of June 30, 2025 (unaudited).

(b)

Represents the impact of the acquisition of the Tesla Pensacola Property as if it had occurred on June 30, 2025. The Tesla Pensacola Property was acquired by MDRR XXV Depositor 1, LLC, a wholly owned subsidiary of the Operating Partnership, on July 18, 2025. The net purchase price of the property was $14,554,504 plus capitalized due diligence and closing costs of $70,134. The purchase price and closing costs were paid by a combination of cash, and proceeds from a line of credit, short term. The Company intends to contribute the Tesla Pensacola Property to a newly formed Delaware Statutory Trust (“DST”). Accordingly, since the Company has committed to a plan to dispose of the Tesla Pensacola Property, under Accounting Standards Codification (“ASC”) 360, the Company has recorded the Tesla Pensacola Property as an asset held for sale, and the liabilities associated with the Tesla Pensacola Property as liabilities associated with assets held for sale, on its unaudited pro forma condensed consolidated balance sheets.

(i)	The acquisition cost, net of debt, was funded with $303,260 in cash from the Company. Cash from the Company on the unaudited pro forma consolidated balance sheet as of June 30, 2025 has been adjusted by $48,441 to reflect the impact of removing prorated revenues and expenses arising from the acquisition.

(ii)	Amounts recorded to assets held for sale include tangible assets acquired at closing, including land, site improvements, building and tenant improvements, and lease intangibles, including leasing commissions, leases in place, above market leases, and legal and marketing costs associated with replacing existing leases, and are recorded at fair value in accordance with ASC 805.

(iii)	Liabilities associated with assets held for sale includes (a) a line of credit, short term, totaling $14,700,000 from Farmers and Marchants Bank (the “Farmers Line of Credit”) with deferred financing costs totaling $378,622, which are presented as a direct reduction of the associated debt and (b) intangible lease liabilities consisting of below market leases of $455,813.

Medalist Diversified REIT, Inc.

Unaudited Pro Forma Consolidated Statement of Operations

For the six months ended June 30, 2025



			Pro Forma
			Adjustments
			Tesla Property
	Historical (a)		Acquisition (b)			Pro Forma
REVENUE
Retail center property revenues	$	3,106,392	$	—		$	3,106,392
Flex center property revenues		1,342,983		—			1,342,983
Single tenant net lease property revenues		337,438		527,796	(i)		865,234
Total Revenue	$	4,786,813	$	527,796		$	5,314,609

OPERATING EXPENSES
Retail center property operating expenses	$	837,545	$	—		$	837,545
Flex center property operating expenses		375,647		—			375,647
Single tenant net lease property expenses		30,609		—	(ii)		30,609
Bad debt expense		1,321		—			1,321
Share based compensation expenses		397,182		—			397,182
Legal, accounting and other professional fees		742,354		—			742,354
Corporate general and administrative expenses		772,933		—			772,933
Loss on impairment		67,503		—			67,503
Depreciation and amortization		1,898,503		—	(iii)		1,898,503
Total Operating Expenses		5,123,597		—			5,123,597
Loss on redemption of mandatorily redeemable preferred stock		(9,375)		—			(9,375)
Loss on extinguishment of debt		(27,066)		—			(27,066)
Operating (Loss) Income		(373,225)		527,796			154,571
Interest expense		1,131,856		532,875	(iv)		1,664,731
Net Loss from Operations		(1,505,081)		(5,079)			(1,510,160)
Other income		134,035		—			134,035
Other expense		49,216		—			49,216
Net Loss		(1,420,262)		(5,079)			(1,425,341)
Less: Net loss attributable to Parkway Property noncontrolling interests		(6,043)		—			(6,043)
Less: Net income (loss) attributable to Operating Partnership noncontrolling interests		111,266		(1,981)	(v)		109,285
Net Loss Attributable to Medalist Common Shareholders	$	(1,525,485)	$	(3,098)		$	(1,528,583)

Loss per share from operations - basic and diluted	$	(1.13)				$	(1.13)
Weighted-average number of shares - basic and diluted		1,355,091					1,355,091

Dividends paid per common share	$	0.1325				$	0.1325

See notes to unaudited pro forma consolidated financial statements

MEDALIST DIVERSIFIED REIT, INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30, 2025

Notes to unaudited pro forma consolidated statement of operations for the six months ended June 30, 202 5

(a)	Historical financial information was derived from the condensed consolidated statement of operations of the Company for the six months ended June 30, 2025 (unaudited).

(b)	Adjustments to give effect to the acquisition of the Tesla Pensacola Property as if the acquisition had occurred on January 1, 2025.

(i)	Represents rental revenues for the Tesla Pensacola Property that would have been recognized for the six months ended June 30, 2025 based on the terms of the lease with the tenant that is currently in place. Rental revenues are presented on a straight-line basis.

(ii)	Under the net-lease structure of the lease, all operating expenses, including maintenance, real estate taxes and insurance, are the responsibility of the tenant. Accordingly, no operating expenses are projected to be incurred.

(iii)	Under ASC 360, depreciation and amortization on assets held for sale is not recorded.

(iv)

Represents the interest expense for the Tesla Pensacola Property that would have been incurred for the six months ended June 30, 2025, based on the terms of the Farmers Line of Credit. The Farmers Line of Credit is variable-rate, interest-only loan with a one-year term. The variable rate adjusts monthly based on the prime rate and has a floor of 7.25%, the prime rate in effect as of the date of closing. The pro forma interest expense reflected in the unaudited pro forma consolidated statement of operations is based on the current 7.25% rate, and actual results may differ if the prime rate changes. A hypothetical 100 basis point increase or decrease in the prime rate would change annual interest expense on this loan by approximately $73,500 for the six month pro forma period.

(v)	Represents the Operating Partnership’s pro forma 39.0% weighted average noncontrolling ownership interest’s share of the Tesla Pensacola Property’s net income that would have been recorded for the six months ended June 30, 2025.

Medalist Diversified REIT, Inc.

Unaudited Pro Forma Consolidated Statement of Operations

For the year ended December 31, 2024



			Pro Forma
			Adjustments
			Tesla Property
	Historical (a)		Acquisition (b)			Pro Forma
REVENUE
Retail center property revenues	$	6,624,734	$	—		$	6,624,734
Flex center property revenues		2,750,499		—			2,750,499
Single tenant net lease property revenues		359,894		1,055,592	(i)		1,415,486
Total Revenue	$	9,735,127	$	1,055,592		$	10,790,719

OPERATING EXPENSES
Retail center property operating expenses	$	1,621,898	$	-		$	1,621,898
Flex center property operating expenses		697,864		-			697,864
Single tenant net lease property expenses		31,977		-	(ii)		31,977
Bad debt expense		39,910		-			39,910
Share based compensation expenses		277,500		-			277,500
Legal, accounting and other professional fees		1,170,270		-			1,170,270
Corporate general and administrative expenses		968,435		-			968,435
Loss on impairment		182		-			182
Depreciation and amortization		3,915,483		-	(iii)		3,915,483
Total Operating Expenses		8,723,519		—			8,723,519
Gain on disposal of investment property		2,819,502		-			2,819,502
Loss on extinguishment of debt		(51,837)		-			(51,837)
loss on redemption of mandatorily redeemable preferred stock		(47,680)		-			(47,680)
Operating Income		3,731,593		1,055,592			4,787,185
Interest expense		3,019,799		1,065,750	(iv)		4,085,549
Net Income (Loss) from Operations		711,794		(10,158)			701,636
Other income		88,856		-			88,856
Other expense		(56,325)		-			(56,325)
Net Income (Loss)		744,325		(10,158)			790,492
Less: Net income attributable to Hanover Square Property noncontrolling interests		453,928		-			453,928
Less: Net loss attributable to Parkway Property noncontrolling interests		(3,234)		-			(3,234)
Less: Net income (loss) attributable to Operating Partnership noncontrolling interests		266,107		(3,950)	(v)		262,157
Net Income (Loss) Attributable to Medalist Common Shareholders	$	27,524	$	(6,208)		$	77,641

Net Income per share from operations - basic	$	0.024				$	0.069
Weighted-average number of shares - basic		1,127,768					1,127,768

Net Income per share from operations - diluted	$	0.024				$	0.069
Weighted-average number of shares - diluted		1,132,588					1,132,588

Dividends paid per common share	$	0.17				$	0.17

See notes to unaudited pro forma consolidated financial statements

MEDALIST DIVERSIFIED REIT, INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2024

Notes to unaudited pro forma consolidated statement of operations for the year ended December 31, 2024

(a)	Historical financial information was derived from the audited consolidated financial statements of the Company for the year ended December 31, 2024.

(b)	Adjustments to give effect to the acquisition of the Tesla Pensacola Property as if the acquisition had occurred on January 1, 2024

(i)	Represents rental revenues for the Tesla Pensacola Property that would have been recognized for the year ended December 31, 2024, based on the terms of the lease with the tenant that is currently in place. Rental revenues are presented on a straight-line basis.

(ii)	Under the net-lease structure of the lease, all operating expenses, including maintenance, real estate taxes and insurance, are the responsibility of the tenant. Accordingly, no operating expenses are projected to be incurred.

(iii)	Under ASC 360, depreciation and amortization on assets held for sale is not recorded.

(iv)

Represents the interest expense for the Tesla Pensacola Property that would have been incurred for the year ended December 31, 2024, based on the terms of the Farmers Line of Credit. The Farmers Line of Credit is variable-rate, interest-only loan with a one-year term. The variable rate adjusts monthly based on the prime rate and has a floor of 7.25%, the prime rate in effect as of the date of closing. The pro forma interest expense reflected in the unaudited pro forma consolidated statement of operations is based on the current 7.25% rate, and actual results may differ if the prime rate changes. A hypothetical 100 basis point increase or decrease in the prime rate would change annual interest expense on this loan by approximately $147,500 annually.

(v)	Represents the Operating Partnership’s 38.89% weighted average noncontrolling ownership interest’s share of the Tesla Pensacola Property’s net income that would have been recorded for the year ended December 31, 2024.