0001654595false00016545952025-01-312025-01-31

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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 31, 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)

 

(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)

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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

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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

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

 

On January 31, 2025, the Board of Directors (the “Board”) of Medalist Diversified REIT, Inc. (the “Company”) appointed Marc Carlson, as a Class II director of the Company, effective immediately. Mr. Carlson will serve as a Class II director until the 2025 Annual Meeting of Stockholders and will stand for re-election at that meeting. Mr. Carlson is not a party to any arrangement or understanding with any person pursuant to which he was appointed as a director. As required to be disclosed under Item 404(a) of Regulation S-K, Mr. Carlson participated as an investor in the Company’s December 13, 2024 private placement (the “Private Placement”) of the Company’s common stock, par value $0.01 (“Common Shares”). Mr. Carlson purchased 100,000 Common Shares for an aggregate purchase price of $1,250,000. Mr. Carlson 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. Carlson was appointed to serve on the Compensation Committee of the Board.

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In connection with Mr. Carlson’s appointment, the Board increased its size to seven directors effective January 31, 2025.

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Item 7.01

Regulation FD Disclosure.

 

On February 6, 2025, the Company issued a press release, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information, including the press release, furnished under this Item 7.01 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any other filing by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing.

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Item 9.01

Financial Statements and Exhibits.

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(d) Exhibits

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Exhibit No.

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Description

99.1

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Press Release dated February 6, 2025

104

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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: February 6, 2025

By:

/s/ C. Brent Winn, Jr.

 

 

C. Brent Winn, Jr.

 

 

Chief Financial Officer

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Graphic

Exhibit 99.1

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MEDALIST DIVERSIFIED REIT, INC. ANNOUNCES

APPOINTMENT OF MARC CARLSON TO ITS BOARD OF DIRECTORS

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RICHMOND, VA., FEBRUARY 6, 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, announced today that its Board of Directors has appointed Marc Carlson to its Board of Directors. A seasoned executive with extensive experience in technology, sales, and strategic leadership, Mr. Carlson brings a wealth of expertise to support the Company’s plans for long-term growth and innovation. Currently a CEO advisor and coach, and a board member to several technology companies, Mr. Carlson is also a board member and senior advisor to the Krach Institute for Tech Diplomacy at Purdue University.  Prior to his current positions, Mr. Carlson served as the Vice President of Enterprise Sales and Chief Customer Officer at DocuSign, the CEO of Microposite (Clean Technology Materials Company) and was an early employee at Ariba (now SAP).  Beyond his corporate leadership, Mr. Carlson is a successful real estate investor, managing a multi-state portfolio of retail, industrial, medical, and land investments.

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Frank Kavanaugh, Chairman, CEO and President of Medalist, expressed enthusiasm for the appointment: “Marc’s deep expertise in enterprise sales, technology, and strategic leadership, along with his experience advising high-growth companies, makes him an invaluable addition to our board. His proven leadership will be instrumental in driving our mission forward.”  Mr. Carlson’s appointment reflects Medalist’s dedication to strengthening its leadership team with accomplished professionals who can provide strategic insight and industry expertise.

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

(804) 338-7708(724) 757-0525
bwinn@medalistreit.comkegan@medalistreit.com

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Securities Act File Number 001-38719
Entity Registrant Name Medalist Diversified REIT, Inc.
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