0001654595Medalist Diversified REIT, Inc.false00016545952026-03-052026-03-05
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): March 6, 2026 (March 5, 2026)
Medalist Diversified, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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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)
Medalist Diversified REIT, Inc.
(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:
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☐ | 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:
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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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ITEM 1.01 | Entry Into a Material Definitive Agreement. |
On March 5, 2026, (the “Effective Date”), MDR Ashley Plaza, LLC, a Delaware limited liability company (the “Seller”), entered into a Purchase and Sale Agreement (the “Purchase and Sale Agreement”), with HPX Goldsboro Ashley Center LLC, a Delaware limited liability company (the “Purchaser”), whereby the Purchaser agreed to acquire (the “Acquisition”) a 156,012 square foot retail property located at 201–221 North Berkeley Boulevard in Goldsboro, North Carolina (the “Ashley Plaza Property”). The total consideration for the Ashley Plaza Property is $16,600,000 (the “Consideration”), subject to the prorations and adjustments described in the Purchase and Sale Agreement. The Consideration is to be paid by the Purchaser to the Seller at the Closing (as that term is defined in the Purchase and Sale Agreement). The Purchaser is required to make an earnest money deposit of (i) $150,000 within two business days of the Effective Date and (ii) $150,000 within three business days after the end of the Due Diligence Period (as defined in the Purchase and Sale Agreement).
The Purchase and Sale Agreement contains provisions, representations, warranties, covenants, conditions and indemnities that are customary and standard for the real estate industry and the sale of commercial real property. The Acquisition is expected to close within 90 days. Several conditions to closing on the Acquisition remain to be satisfied, and there can be no assurance that the Purchaser will complete the transaction on the general terms described above or at all.
The foregoing description of the Purchase and Sale Agreement is qualified in its entirety by reference to the Purchase and Sale 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.
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Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit No. | | Description |
10.1 | | Purchase and Sale Agreement, dated as of March 5, 2026, by and among MDR Ashley Plaza, LLC and HPX Goldsboro Ashley Center LLC |
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, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| MEDALIST DIVERSIFIED REIT, INC. |
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Dated: March 6, 2026 | By: | /s/ C. Brent Winn, Jr. |
| | C. Brent Winn, Jr. |
| | Chief Financial Officer |
