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 of earliestevent reported): September 29, 2022

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:

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. ¨

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

On September 29, 2022, Medalist Diversified REIT, Inc. (the “Company”), a Virginia-based real estate investment trust that specializes in acquiring, owning and managing commercial real estate in the Southeast region of the U.S., announced that Medalist Diversified Holdings, LP, the operating partnership of the Company, completed a successful sale of the Company’s Clemson Best Western University Inn, located in Clemson, South Carolina, to an unaffiliated purchaser. The property sold for $10,015,000. After retiring the mortgage payable of $7,750,000 and payment of closing costs, the Company realized approximately $1.8 million in net cash from the sale of the property. Including the release of reserves and escrows held by the lender, the Company generated approximately $3.2 million in unrestricted cash from the transaction.

On October 3, 2022, the Company issued a press release, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference, announcing the closing of its sale of the Clemson Best Western University Inn.

In accordance with General Instruction B.2 of Form 8-K, the information set forth herein and in the press release is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended, or the Exchange Act. The information set forth in this Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

(d) Exhibits

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.

Exhibit 9.1

MEDALIST DIVERSIFIED REIT, INC. ANNOUNCES SALEOF THE

CLEMSON BEST WESTERN UNIVERISTY INN

RICHMOND, VA., October3, 2022--(BUSINESS WIRE)--Medalist Diversified REIT (NASDAQ: MDRR) (the "Company" or "Medalist"), a Virginia-based real estate investment trust that specializes in acquiring, owning and managing commercial real estate in the Southeast region of the U.S., today announced that Medalist Diversified Holdings, LP, the operating partnership of the Company, completed a successful sale of the Company’s Clemson Best Western University Inn, located in Clemson, South Carolina, to an unaffiliated purchaser on September 29, 2022. The property sold for $10,015,000. After retiring the mortgage payable of $7,750,000 and payment of closing costs, the Company realized approximately $1.8 million in net cash from the sale of the property. Including the release of reserves and escrows held by the lender, the Company generated approximately $3.2 million in unrestricted cash from the transaction.

Thomas Messier, CEO and Chairman, said, “the sale of the Clemson Best Western University Inn completes our effort to reposition our portfolio. We plan to re-deploy the cash into a potential new acquisition in the coming months and remain focused on flex/industrial and retail, which are less cyclical product types.”

About Medalist DiversifiedREIT

Medalist Diversified REIT Inc. is a Virginia-based real estate investment trust that specializes in acquiring, owning and managing value-add commercial real estate in the Mid-Atlantic and Southeast regions. The Company’s strategy is to focus on value-add and opportunistic commercial real estate which is expected to provide an attractive balance of risk and returns. Medalist utilizes a rigorous, consistent and replicable process for sourcing and conducting due diligence of acquisitions. The Company seeks to maximize operating performance of current properties by utilizing a hands-on approach to property management while monitoring the middle market real estate markets in the southeast for acquisition opportunities and disposal of properties as considered appropriate. For more information on Medalist, please visit the Company website at https://www.medalistreit.com.

Forward Looking Statements

This press release contains statements that are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Forward looking statements are statements that are not historical, including statements regarding management’s intentions, beliefs, expectations, representations, plans or predictions of the future, and are typically identified by such words as "believe," "expect," "anticipate," "intend," "estimate," "may," "will," "should" and "could." Because such statements include risks, uncertainties and contingencies, actual results may differ materially from those expressed or implied by such forward looking statements. These forward-looking statements are based upon the Company’s present expectations, but these statements are not guaranteed to occur, including, without limitation, with respect to the completion of the proposed public offering on the terms described or at all. Furthermore, the Company disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes. Investors should not place undue reliance upon forward-looking statements. For further discussion of the factors that could affect outcomes, please refer to the "Risk Factors" section of the prospectus dated June 21, 2021 and its accompanying prospectus supplement dated November 17, 2021, and in the Company’s subsequent annual and periodic reports and other documents filed with the SEC, copies of which are available on the SEC’s website, www.sec.gov.

Contacts

Brent Winn

Medalist Diversified REIT, Inc.

804-338-7708

brent.winn@medalistprop.com