Form 8-K - Current report

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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): January 3, 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 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)

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☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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☐	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

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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. ¨

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Item 5.02	​	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On January 3, 2025, the Board of Directors (the “Board”) of Medalist Diversified REIT, Inc. (the “Company”) appointed Kory J. Kramer, as a Class I director of the Company, effective immediately. Mr. Kramer will serve as a Class I director until the 2027 Annual Meeting of Stockholders and will stand for re-election at that meeting. Mr. Kramer is not a party to any arrangement or understanding with any person pursuant to which he was appointed as a director, nor is he party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company. Mr. Kramer will be compensated as a non-employee director in accordance with the Company’s non-employee director compensation policies as most recently described in the Company’s 2024 Proxy Statement and as updated from time to time. Mr. Kramer was appointed to serve on the Nominating and Corporate Governance Committee and Acquisition Committee of the Board.

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In connection with Mr. Kramer’s appointment, the Board increased its size to six directors effective January 3, 2025.

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Item 8.01	Other Events

 

On January 7, 2025, 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, whereby the Board of Directors has authorized and the Company has declared a quarterly dividend on its common stock (the “Common Stock”) in the amount of $0.065 per share (the “Dividend”). The Dividend will be payable in cash on January 23, 2025 to holders of record of the Common Stock as of January 20, 2025.

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Item 9.01	Financial Statements and Exhibits.

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(d) Exhibits

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Exhibit No.	​	Description
99.1	​	Press Release dated January 7, 2025
104	​	Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL Document

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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: January 7, 2025	By:	/s/ C. Brent Winn, Jr.
		C. Brent Winn, Jr.
		Chief Financial Officer

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Exhibit 99.1

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Medalist Diversified REIT, Inc. ANNOUNCES

APPOINTMENT OF KORY J. KRAMER TO ITS BOARD OF DIRECTORS

AND CASH DIVIDEND OF

$0.065 PER SHARE ON ITS COMMON STOCK

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RICHMOND, VA., JANUARY 7, 2025--(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., announced today that its Board of Directors has appointed Kory J. Kramer to its Board of Directors. A seasoned investment professional with a distinguished track record, Kramer is currently a partner and investment officer at Eagle Four Partners, a private equity firm based in Newport Beach, California, where he oversees acquisitions, development, financing, and asset management. With over $3 billion in transactions, his expertise spans transforming premier properties such as Pendry Newport Beach and VEA Newport Beach, among others.

Frank Kavanaugh, CEO of Medalist, expressed his enthusiasm for Kramer's appointment: “Kory’s deep expertise in real estate investment and development, combined with his strategic vision, makes him an invaluable addition to our board. We expect that his proven leadership will significantly contribute to our mission of creating long-term value for our shareholders.”  Kramer’s appointment underscores Medalist’s commitment to leveraging top-tier talent to strengthen its portfolio and strategy.

In addition, the Company announced that its Board of Directors has authorized and the Company has declared a quarterly cash dividend on its common stock (the “Common Stock”) in the amount of $0.065 per share (the “Dividend”). The Dividend will be payable in cash on January 23, 2025 to holders of record of the Common Stock as of January 20, 2025.

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,” “could” and “underscore” and include Kavanaugh’s quotation and statements about Medalist’s strategy and the impact of Kramer’s appointment to the Board of Directors. 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, 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.

About Medalist Diversified REIT, Inc.

Medalist Diversified REIT, Inc. (NASDAQ: MDRR) is a real estate investment trust specializing in the acquisition, management, and redevelopment of commercial real estate, with a focus on retail, office, and industrial properties in the Southeast U.S. Medalist is headquartered in Richmond, Virginia, and is committed to creating long-term value for its shareholders through a combination of strategic acquisitions, hands-on management, and financial discipline.

For additional information, please visit www.medalistreit.com or contact:

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Brent WinnKevin Egan, CFA, CAIA, CPA

[phone][phone]
[e-mail]

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Document and Entity Information	Jan. 03, 2025
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 03, 2025
Securities Act File Number	001-38719
Entity Registrant Name	Medalist Diversified REIT, Inc.
Entity Central Index Key	0001654595
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	47-5201540
Entity Address, State or Province	VA
Entity Address, Address Line One	P.O. Box 8436
Entity Address, City or Town	Richmond
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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