UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 3.03 | Material Modification to Rights of Security Holders. |
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Completion of 1-for-8 Reverse Stock Split
On May 3, 2023, Medalist Diversified REIT, Inc., (the “Company”) completed the previously announced reverse stock split of shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), and a corresponding adjustment to the outstanding common units of its operating partnership, Medalist Diversified Holdings, L.P. (the “Operating Partnership”), at a ratio of 1-for-8 (the “Reverse Stock Split”). The Reverse Stock Split took effect at 5:00 p.m. Eastern Time on May 3, 2023 (the “Effective Time”) and automatically converted every eight shares of Common Stock outstanding at that time into one share of Common Stock.
The Reverse Stock Split affected all holders of Common Stock uniformly and did not affect any common stockholder’s percentage ownership interest in the Company, except for de minimis changes as a result of the elimination of fractional shares, as described below. As a result of the Reverse Stock Split, the number of shares of Common Stock outstanding was reduced from approximately 17.8 million shares to approximately 2.2 million shares as of the Effective Time.
Holders of Common Stock were not required to take any action as a result of the Reverse Stock Split. Their accounts were automatically adjusted to reflect the number of shares owned.
At the Effective Time, the aggregate number of shares of Common Stock available for awards under the Company’s 2018 Equity Incentive Plan and the terms of outstanding awards were ratably adjusted to reflect the Reverse Stock Split.
Charter Amendments
In connection with the Reverse Stock Split, on April 19, 2023, the Company filed two Articles of Amendment to its charter with the State Department of Assessments and Taxation of Maryland that provided for:
(i) a 1-for-8 Reverse Stock Split of the Common Stock, effective at 5:00 p.m. Eastern Time on May 3, 2023 (the “First Amendment”); and
(ii) the par value of the Common Stock to be decreased from $0.08 per share (as a result of the 1-for-8 Reverse Stock Split) back to $0.01 per share, effective at 5:01 p.m. Eastern Time on May 3, 2023 (the “Second Amendment”).
Trading of the Common Stock on The Nasdaq Capital Market (“Nasdaq”) is expected to commence on a reverse split-adjusted basis on May 4, 2023 under the existing trading symbol “MDRR.” The new CUSIP number for the Common Stock following the Reverse Stock Split is 58403P303.
Pursuant to the First Amendment, any fractional share of Common Stock that would otherwise have resulted from the Reverse Stock Split will be settled by cash payment, calculated on the basis of the closing price of the Common Stock (as adjusted for the Reverse Stock Split) on May 3, 2023 on Nasdaq multiplied by such fraction.
The foregoing descriptions of the First Amendment and the Second Amendment do not purport to be complete and are qualified in their entirety by reference to each amendment, copies of which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 7.01 | Regulation FD Disclosure. |
On May 3, 2023, the Company issued a press release announcing the pending completion of the Reverse Stock Split. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 7.01 and Exhibit 99.1 attached hereto is being furnished and 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, nor shall it be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. | Description | |
3.1 | First Amendment (Reverse Stock Split) | |
3.2 | Second Amendment (Par Value Decrease) | |
99.1 | Press Release dated May 3, 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: May 3, 2023 | By: | /s/ Thomas E. Messier |
Thomas E. Messier | ||
Chief Executive Officer, Chairman of the Board, Treasurer and Secretary |
Exhibit 3.1
MEDALIST DIVERSIFIED REIT, INC.
ARTICLES OF AMENDMENT
Medalist Diversified REIT, Inc., a Maryland corporation (the “Company”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: The charter (the “Charter”) of the Company is hereby amended to provide that, upon the Effective Time (as defined below), every eight shares of Common Stock, $0.01 par value per share, of the Company which were issued and outstanding immediately prior to the Effective Time shall be changed into one issued and outstanding share of Common Stock, $0.08 par value per share, of the Company, with the holder of any fraction of a share of Common Stock that would otherwise have resulted from the foregoing change receiving cash in an amount equal to the applicable fraction multiplied by the closing price of the Common Stock on The Nasdaq Capital Market on May 3, 2023 (as adjusted proportionately for the foregoing change).
SECOND: The amendment to the Charter as set forth above has been duly approved by at least a majority of the entire Board of Directors as required by law. The amendment set forth herein is made without action by the stockholders of the Company, pursuant to Section 2-309(e) of the Maryland General Corporation Law.
THIRD: There has been no increase in the authorized shares of stock of the Company effected by the amendment to the Charter as set forth above.
FOURTH: These Articles of Amendment shall become effective at 5:00 p.m., Eastern Time, on May 3, 2023 (the “Effective Time”).
FIFTH: The undersigned acknowledges these Articles of Amendment to be the corporate act of the Company and as to all matters or facts required to be verified under oath, the undersigned acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Company has caused these Articles of Amendment to be executed in its name and on its behalf by its Chief Executive Officer, Treasurer and Secretary and attested to by its Chief Financial Officer on this 18th day of April, 2023.
ATTEST: | MEDALIST DIVERSIFIED REIT, INC. | |||
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By: | /s/ Brent Winn, Jr. | By: | /s/ Thomas E. Messier | |
Name: | Brent Winn, Jr. | Name: | Thomas E. Messier | |
Title: | Chief Financial Officer | Title: | Chief Executive Officer, Treasurer and Secretary |
Exhibit 3.1
MEDALIST DIVERSIFIED REIT, INC.
ARTICLES OF AMENDMENT
Medalist Diversified REIT, Inc., a Maryland corporation (the “Company”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: The charter (the “Charter”) of the Company is hereby amended to decrease the par value of the shares of Common Stock issued and outstanding immediately prior to the Effective Time (as defined below) from $0.08 per share to $0.01 per share.
SECOND: The amendment to the Charter as set forth above has been duly approved by at least a majority of the entire Board of Directors as required by law. The amendment set forth herein is made without action by the stockholders of the Company, pursuant to Section 2-605(a)(2) of the Maryland General Corporation Law.
THIRD: There has been no increase in the authorized shares of stock of the Company effected by the amendment to the Charter as set forth above.
FOURTH: These Articles of Amendment shall become effective at 5:01 p.m., Eastern Time, on May 3, 2023 (the “Effective Time”).
FIFTH: The undersigned acknowledges these Articles of Amendment to be the corporate act of the Company and as to all matters or facts required to be verified under oath, the undersigned acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Company has caused these Articles of Amendment to be executed in its name and on its behalf by its Chief Executive Officer, Treasurer and Secretary and attested to by its Chief Financial Officer on this 18th day of April, 2023.
ATTEST: | MEDALIST DIVERSIFIED REIT, INC. | |||
By: | /s/ Brent Winn, Jr. | By: | /s/ Thomas E. Messier | |
Name: | Brent Winn, Jr. | Name: | Thomas E. Messier | |
Title: | Chief Financial Officer | Title: | Chief Executive Officer, Treasurer and Secretary |
Exhibit 99.1
Medalist Diversified REIT, Inc. Announces Effectiveness of Reverse Stock Split
RICHMOND, VA. May 3, 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 value-add commercial real estate in the Mid-Atlantic and Southeast regions of the United States, today announced that the previously announced reverse stock split of shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), and a corresponding adjustment to the outstanding common units of its operating partnership, Medalist Diversified Holdings, L.P. (the “Operating Partnership”), at a ratio of 1-for-8 (the “Reverse Stock Split”) will become effective at 5:00 p.m. Eastern Time on May 3, 2023 (the “Effective Time”), and automatically convert every eight shares of Common Stock outstanding at that time into one share of Common Stock. The Common Stock will begin trading on a Reverse Stock Split-adjusted basis on The Nasdaq Capital Market (“Nasdaq”) at the opening of trading on May 4, 2023 under the ticker symbol “MDRR” with a new CUSIP number (58403P303).
The Reverse Stock Split will affect all holders of Common Stock uniformly and will not affect any common stockholder’s percentage ownership interest in the Company, except for any fractional shares of Common Stock that would otherwise have resulted from the Reverse Stock Split which will be settled by cash payment, calculated on the basis of the closing trading price of the Common Stock (as adjusted for the Reverse Stock Split) on May 3, 2023 on Nasdaq multiplied by such fraction. Stockholders of record will receive information from VStock Transfer LLC, the Company’s transfer agent, regarding their stock ownership and, if applicable, payments of cash in lieu of fractional shares. Stockholders who hold their shares in brokerage accounts or in “street name” are not required to take any action in connection with the Reverse Stock Split. As a result of the Reverse Stock Split, the number of shares of Common Stock outstanding will be reduced from 17,758,421 shares to approximately 2,219,000 shares as of the Effective Time.
The Reverse Stock Split is intended to help the Company regain compliance with the $1.00 minimum bid price requirement for continued listing on Nasdaq. However, there can be no assurance that the Company will be able to regain compliance such requirement or maintain its listing on Nasdaq.
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 Reverse Stock Split and the impact, if any, of the Reverse Stock Split on the Company and the trading price of the Common Stock. 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.
Brent Winn
Medalist Diversified REIT, Inc.
brent.winn@medalistprop.com
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