UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | ENTRY INTO MATERIAL DEFINITIVE AGREEMENT |
On December 29, 2023 (the “Effective Date”), a wholly owned subsidiary of Medalist Diversified REIT, Inc. (the “Company”) entered into a Purchase and Sale Agreement (the “Agreement”), a copy of which is filed hereto as Exhibit 10.1, with an unaffiliated purchaser (the “Buyer”) whereby the Company agreed to sell its 84% tenant-in-common interest in Hanover Square North located at 7230 Bell Creek Road, Mechanicsville, Virginia 23111 (the “Hanover Square Property”). The Company’s tenant-in-common partner, PMI Hanover Square, LLC, also entered into the same agreement to sell its 16% tenant-in-common interest. The sale price for the Hanover Square Property is $13,000,000.00, subject to customary prorations and adjustments. No later than five (5) days after the Effective Date, Buyer shall deposit $250,000.00 in earnest money into escrow (“Initial Earnest Money”) which shall become non-refundable forty (40) days after the Effective Date unless the Buyer terminates the Agreement. Buyer will also deliver into escrow an additional non-refundable deposit of $250,000.00 (“Additional Earnest Money”) within three (3) business days of the end of the forty (40) day Due Diligence Period. The Initial Earnest Money and Additional Earnest Money shall be referred to herein as the “Earnest Money”. The closing of the sale of the Hanover Square Property is expected to occur within thirty (30) days of the expiration of the Due Diligence Period.
The Agreement contains provisions, representations, warranties, covenants and indemnities that are customary and standard for the real estate industry and the sale of commercial real property. Several conditions to closing on the sale remain to be satisfied, and there can be no assurance that we will complete the transaction on the general terms described above or at all. In addition, there are certain limited circumstances under which the Earnest Money could be returned to Buyer.
Certain statements included in this Current Report on Form 8-K are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements above include, but are not limited to, matters identified as expectations and matters with respect to the future sale of the Hanover Square Property. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. For more information regarding risks and uncertainties that may affect the Company’s future results, review the Company’s filings with the Securities and Exchange Commission.
The foregoing description of the Agreement is qualified in its entirety by reference to the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 1.01.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit Number | Description of Exhibit | |
| 10.1 | Purchase and Sale Agreement dated December 29, 2023 | |
| 104 | Cover Page Interactive Data File (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: December 29, 2023 | By: | /s/ C. Brent Winn, Jr. |
| C. Brent Winn, Jr. | ||
| Chief Financial Officer | ||