[8-K/A] Medalist Diversified REIT, Inc. Amends Material Event Report

Rhea-AI Filing Summary

Processa Pharmaceuticals, Inc. (Nasdaq: PCSA) filed a Form 8-K reporting two key developments. Under Item 1.01 the Company exercised its contractual right, effective June 27 2025, to terminate the Licensing Agreement with Ocuphire Pharma, Inc. (now Opus Genetics) that had originally been signed on June 16 2021. The filing does not disclose termination fees, financial considerations, or specific reasons for the decision.

Item 7.01 references a press release dated July 1 2025 (Exhibit 99.1) announcing a "strategic portfolio review and pipeline realignment" intended to maximize shareholder value. No operational details, timelines, or updated guidance are included in the 8-K; the press release itself is incorporated by reference but not reproduced in the filing.

The document lists three exhibits—10.1 Termination Agreement, 99.1 Press Release, and 104 iXBRL cover page—and contains no pro-forma financial statements, earnings data, or revised forecasts. As such, investors are informed that Processa has ended one partnered program and is evaluating its development priorities, but the quantitative impact on the Company’s pipeline, cash runway, or future milestones remains undisclosed.

Positive

• Strategic portfolio review announced, indicating management’s intent to concentrate resources on higher-value programs.

Negative

• Termination of the 2021 Ocuphire licensing agreement removes at least one partnered asset from the pipeline with no alternative disclosed.
• No financial terms or guidance were provided, leaving investors uncertain about cash impact and development timelines.

Insights

Financial Analyst

TL;DR: Neutral disclosure—key license ended, strategy review announced, no financials provided.

The 8-K signals a change in Processa’s asset mix but provides no numbers to gauge the magnitude. Terminating the Ocuphire agreement could lower near-term R&D obligations or remove a non-core asset, yet without termination economics, it is impossible to assess whether the move preserves cash or sacrifices future revenue. Management’s concurrent portfolio review suggests a focus on capital allocation, which can be positive if it leads to a leaner pipeline, but investors need forthcoming guidance to quantify benefits or risks. Net impact: information-seeking event rather than an immediate valuation driver.

Biopharma Industry Specialist

TL;DR: Pipeline contraction risk—license exit shrinks asset base without disclosed upside.

In biotech, terminating a licensing deal typically indicates strategic deemphasis or clinical/setback issues. Processa’s filing lacks data on replacement assets or termination penalties, raising the possibility of a narrowed development slate. While a portfolio realignment could sharpen focus, investors usually react negatively when a program is dropped absent compensatory news such as cost savings, partnership inflows, or data wins. Until the Company elaborates, the event skews slightly negative for pipeline breadth.

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​​UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 8-K/A CURRENT REPORTPursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 1, 2025 (June 27, 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 8436Richmond, 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

​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 ☐ 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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Explanatory Note​On June 27, 2025, Medalist Diversified REIT, Inc. (the “Company”) issued a press release and filed a Current Report on Form 8-K (the “Original Report”) with the Securities and Exchange Commission, in which the Company disclosed that its Board of Directors had authorized and the Company declared a quarterly dividend on its common stock (the “Common Stock”) in the amount of $0.0675 per share (the “Dividend”).  The Original Report contained a typographical error with the respect to the record date for the Dividend.  The correct record date should be “July 11, 2025”.  The purpose of this Current Report on Form 8-K/A is to amend item 8.01 of the Original Report to reflect this correction.​

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Item 8.01	Other Events

 On June 27, 2025, 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, 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 $0.0675 per share (the “Dividend”). The Dividend will be payable in cash on July 16, 2025 to holders of record of the Common Stock as of July 11, 2025.  ​

Item 9.01 Financial Statements and Exhibits.

​​(d) Exhibits​

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Exhibit No.	​	Description
104	​	Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL Document
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SIGNATUREPursuant 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 1, 2025	By:	/s/ C. Brent Winn, Jr.
		C. Brent Winn, Jr.
		Chief Financial Officer

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FAQ

What licensing agreement did PCSA terminate on June 27, 2025?

The Company ended its June 16 2021 Licensing Agreement with Ocuphire Pharma, Inc. (now Opus Genetics).

Did Processa disclose any termination fees or financial impact?

No. The 8-K does not mention fees, cost savings, or other economic terms related to the termination.

What strategic action did PCSA announce in its July 1, 2025 press release?

Processa announced a strategic portfolio review and pipeline realignment aimed at maximizing shareholder value.

On which exchange and under what symbol does Processa trade?

Processa’s common stock trades on the Nasdaq Capital Market under the symbol PCSA.

Which exhibits accompany the July 1, 2025 8-K filing?

Exhibit 10.1 (Termination Agreement), Exhibit 99.1 (Press Release), and Exhibit 104 (iXBRL cover page).

Is the Item 7.01 information considered "filed" under the Exchange Act?

No. The Company states that Item 7.01 contents are "furnished" and not deemed "filed" for liability purposes.