Form 8-K - Current report

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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 (Date of earliest event reported): October 19, 2023 (October 18, 2023)

 

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 Identification No.)

 

P.O. Box 8436

Richmond, VA, 23226

(Address of principal executive offices)

 

[phone]

(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
8.0% Series A Cumulative Redeemable Preferred Stock, $0.01 par value		Nasdaq Capital Market		MDRRP

 

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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On October 18, 2023, the Board of Directors (the “Board”) of Medalist Diversified REIT, Inc. (the “Company”) appointed Francis P. Kavanaugh as the Company’s President, Chief Executive Officer (“CEO”) and Secretary on a permanent basis.

 

Mr. Kavanaugh has been a member of the Board since May 2023 and was previously appointed interim President, CEO and Secretary of the Company in July 2023.

 

Information required by Items 401(b), (d), (e) and Item 404(a) of Regulation S-K with respect to Mr. Kavanaugh is included in the Company’s Current Report on Form 8-K filed on July 18, 2023, and incorporated herein by reference, as applicable.

 

Item 8.01

Other Information.

 

On October 19, 2023, the Company issued a press release announcing (i) the declaration of quarterly dividends for the second and third quarters of 2023 on the Company’s 8.0% Series A Cumulative Redeemable Preferred Stock in the amount of $0.50 per share per quarter, (ii) a 200,000 share increase to the Company’s existing common stock repurchase program, and (iii) the appointment of Mr. Kavanaugh as President, CEO and Secretary of the Company on a permanent basis. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Description
99.1		Press Release, dated October 19, 2023
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, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	MEDALIST DIVERSIFIED REIT, INC.
Dated: October 19, 2023	By:	/s/ C. Brent Winn, Jr.
		C. Brent Winn, Jr.
		Chief Financial Officer

 

 

 

 

EXHIBIT 99.1

 

 

 

Medalist Diversified REIT, Inc.

DECLARES CASH DIVIDENDS on SERIES A PREFERRED STOCK,

ANNOUNCES INCREASE TO COMMON STOCK REPURCHASE PROGRAM AND

APPOINTS PERMANENT CEO and PRESIDENT

 

RICHMOND, Va., October 19, 2023--Medalist Diversified REIT, Inc. (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., announced that its Board of Directors (the “Board”) has authorized and the Company has declared a dividend for the second and third quarters of 2023 on its 8.0% Series A Cumulative Redeemable Preferred Stock (the “Series A Preferred Stock”) in the amount of $0.50 per share per quarter (the “Series A Dividends”). The Series A Dividends will be payable in cash on November 1, 2023 to holders of record of the Series A Preferred Stock as of October 30, 2023. In connection with the Company’s declaration of the Series A Dividends, the Company expects to resume regular payment of dividends on its Series A Preferred Stock.

 

In addition, the Company announced that the Board has approved the repurchase of an additional 200,000 shares of the Company’s common stock for a maximum price of $6.00 per share, under the common stock repurchase program previously approved by the Board in December 2021. Following the approval of the increase, the Company has 228,991 shares of common stock in total available under the program. Shares will be repurchased, if at all, in accordance with all applicable securities laws and regulations, including Rule 10b-18 of the Securities Exchange Act of 1934, as amended. The Company’s decision to repurchase its shares, as well as the timing of such repurchases will depend on a variety of factors that include the ongoing assessment of the Company’s capital needs, market conditions and the price of the Company’s common stock and other corporate considerations, all as determined by management. The repurchase program does not obligate the Company to acquire any particular amount of shares, and the repurchase program may be suspended or discontinued at any time at the Company's discretion.

 

The Company also announced the appointment of Francis P. Kavanaugh as its Chief Executive Officer, President and Secretary on a permanent basis. Mr. Kavanaugh was previously appointed to such offices on an interim basis in July 2023.

 

About Medalist Diversified REIT

 

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. 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 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 not historical and are typically identified by such words as “believe,” “expect,” “anticipate,” “intend,” “estimate, “may,” “will,” “should” and “could” and include statements about the payment of dividends on the Series A Preferred Stock and the repurchase program. Forward-looking statements are based upon the Company’s present expectations but are not guarantees or assurances as to future developments or results. Factors that may cause actual developments or results to differ from those reflected in forward-looking statements include, without limitation, adverse changes in the pricing of the Company’s assets, disruptions associated with management internalizations, increased costs of, and reduced availability of, capital and those included in the Company’s most recent Annual Report on Form 10-K and in the Company’s other filings with the Securities and Exchange Commission. Investors should not place undue reliance upon forward-looking statements. The Company disclaims any obligation to publicly update or revise any forward-looking statements to reflect changes and new developments except as required by law or regulation.

 

Contact

Brent Winn
Medalist Diversified REIT, Inc.
[e-mail]

 

 

 

Cover	Oct. 18, 2023
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 18, 2023
Entity File Number	001-38719
Entity Registrant Name	Medalist Diversified REIT, Inc.
Entity Central Index Key	0001654595
Entity Tax Identification Number	47-5201540
Entity Incorporation, State or Country Code	MD
Entity Address, Address Line One	P.O. Box 8436
Entity Address, City or Town	Richmond
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	23226
City Area Code	804
Local Phone Number	338-7708
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	MDRR
Security Exchange Name	NASDAQ
8.0% Series A Cumulative Redeemable Preferred Stock, $0.01 par value
Document Information [Line Items]
Title of 12(b) Security	8.0% Series A Cumulative Redeemable Preferred Stock, $0.01 par value
Trading Symbol	MDRRP
Security Exchange Name	NASDAQ

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