Medalist Diversified, Inc 8-K/A, filed Mar 29, 2024
Medalist Diversified, Inc. (MDRR)
About this 8-K/A
Medalist Diversified, Inc filed this 8-K/A on March 29, 2024, reporting on events of February 15, 2024.
Items reported
- Item 3.02: Unregistered sale of equity
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): March 29, 2024 (
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Securities registered pursuant to Section 12(b) of the Act:
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Explanatory Note
This Amendment No. 1 to the Current Report on Form 8-K (this “Amendment No. 1”) filed by Medalist Diversified REIT, Inc. (the “Company”) with the Securities and Exchange Commission on February 20, 2024 (the “Original Form 8-K”) is being filed solely to add Item 3.02 and the below disclosure to the Original Form 8-K. This Amendment No. 1 should be read in conjunction with the Original Form 8-K.
ITEM 3.02 | UNREGISERTED SALES OF EQUITY SECURITIES |
The information disclosed under Item 1.01 of the Original Form 8-K is incorporated herein by reference.
The 417,391 OP Units to be issued pursuant to the N. Central Ave. PSA are being offered and sold in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on Section 4(a)(2) of the Securities Act. Pursuant to the Agreement of Limited Partnership of MDH LP, as amended, the OP Units are redeemable for cash or, at MDH LP’s option, shares of the Company’s common stock on a one-for-one basis; however, pursuant to the related subscription agreement between MDH LP and Seller, Seller may not redeem the OP Units for shares of the Company’s common stock unless such redemption is approved by a majority of the votes cast on the matter at a meeting of the stockholders of the Company or by written consent of the stockholders of the Company in lieu of a special meeting to the extent permitted by applicable state and federal law.
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.
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Dated: March 29, 2024 | By: | /s/ C. Brent Winn, Jr. |
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| C. Brent Winn, Jr. |
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| Chief Financial Officer |