Business Context and Reporting Period
This Form 8-K Current Report was filed by Medalist Diversified REIT, Inc. on March 22, 2021, covering events occurring on March 16, 2021, and March 19, 2021. The Company is an emerging growth company incorporated in Maryland, with its principal executive offices in Richmond, VA. Its common stock (MDRR) and 8.0% Series A Cumulative Redeemable Preferred Stock (MDRRP) trade on the Nasdaq Capital Market.
Key Financial Metrics
This filing is a current report regarding corporate governance and management agreements. It does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The filing text does not provide a clear value for any financial metrics.
Material Changes
- Executive Compensation: On March 16, 2021, the Compensation Committee authorized a grant of 26,900 shares of common stock to Brent Winn Jr., Chief Financial Officer, under the 2018 Equity Incentive Plan.
- Management Fee Deferral: On March 19, 2021, the external manager, Medalist Fund Manager, Inc., agreed to defer payment of 50% of any acquisition fees earned under the Management Agreement.
Outlook, Risks, and Contingencies
The deferral of acquisition fees is contingent upon specific future events. The deferred payments will be made upon the earlier of: (i) the public trading price of common stock reaching $5.00 per share on the Nasdaq Capital Market; (ii) a sale, merger, consolidation, or similar transaction of the Company; or (iii) termination of the Management Agreement by the Company without cause. No other guidance, risks, or unusual items were disclosed in this filing.
Investor Verification Checklist
- Verify the issuance date of the 26,900 common stock shares granted to the CFO, as it was not specified in this report.
- Monitor the Company's stock price relative to the $5.00 per share threshold triggering the release of deferred manager fees.
- Review the full 2018 Equity Incentive Plan and the 2016 Management Agreement for detailed terms regarding the stock grant and fee deferral.