8-K

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): July 25, 2019

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.)

11 S. 12th Street, Suite 401

Richmond, Virginia 23219

(Address of principal executive offices)

(804) 344-4435

(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))

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 x

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. ¨

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Ticker symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	MDRR	Nasdaq Capital Market

ITEM 7.01 REGULATION FD DISCLOSURE.

On July 25, 2019, Medalist Diversified REIT, Inc. (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, announcing the expansion of the Board of Directors of the Company (the “Board”) and appointment of Ms. Dianna Raedle and Mr. Mark Mullinix to the Board. 

In accordance with General Instruction B.2 of Form 8-K, the information set forth herein and in the press release is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended, or the Exchange Act. The information set forth in this Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d)       Exhibits

Exhibit No.	Description
99.1	Press Release dated July 25, 2019

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MEDALIST DIVERSIFIED REIT, INC.
Dated: July 25, 2019	By:	/s/ Thomas E. Messier
		Thomas E. Messier
		Chief Executive Officer, Chairman of the Board, Treasurer and Secretary

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Medalist Diversified REIT Announces Appointment of Mr. Mark L. Mullinix and Ms. Dianna Raedle

to the Company’s Board of Directors

Richmond, VA – July 25, 2019 – Medalist Diversified REIT (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 Southeast region of the U.S., announces today the appointment of two new members to its Board of Directors. The new members of the board are Mark Mullinix and Dianna Raedle. With the addition of these two members the board now has seven members, of which, five are independent directors.

Mark L. Mullinix has a 33-year history of executive level management for the Federal Reserve Bank in different regions of the U.S. Most recently, from April 2017 through January 2018 he served as Interim President and CEO of the Federal Reserve Bank in Richmond, Virginia. As a result, he was responsible for the Bank’s monetary policy and was a member of the Federal Open Market Committee (FOMC). He oversaw the Bank’s entire responsibilities including oversight of 2700 employees.

Dianna Raedle is CEO/President and Founder of Deer Isle - an innovative investment banking and advisory firm, founded in 2007, that provides institutional financial strategy/closing advisory services and has raised, through its broker/dealer subsidiary, over $5 billion in private placement capital utilizing a proprietary technology solution. Deer Isle specializes in global growth strategies and complex capital solutions and has assisted Medalist’s management in raising capital for previously-managed, private real estate investment funds.

Tim Messier, CEO and Chairman of Medalist commented, “We are pleased to welcome Mark and Dianna to our Board of Directors. Both have extensive backgrounds in the financial industry and we expect them to be great additions as we continue to build our platform and portfolio here at Medalist.”

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. Medalist utilizes a rigorous, consistent and replicable process for sourcing and conducting due diligence of acquisitions. 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 https://www.medalistreit.com.

Investor Relations Contact:

The Equity Group

Jeremy Hellman, Senior Associate

(212) 836-9626 / jhellman@equityny.com