Business Context and Reporting Period
This Form 8-K Current Report was filed by Medalist Diversified REIT, Inc. on June 9, 2023. The registrant is a Maryland corporation with its principal executive offices in Richmond, VA. The company's common stock (MDRR) and 8.0% Series A Cumulative Redeemable Preferred Stock (MDRRP) are listed on the Nasdaq Capital Market.
Key Financial Metrics
This filing does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The report focuses exclusively on a corporate governance event regarding share ownership limits.
Material Changes
The Board of Directors granted a waiver of the ownership limitations found in Article VI of the Company's Articles of Incorporation. This waiver permits Francis P. Kavanaugh and his affiliates to own up to 10.02% of the Company's outstanding capital stock in the aggregate, subject to the terms in a letter dated June 5, 2023.
Guidance, Outlook, and Risks
The filing contains no management commentary, financial guidance, or outlook. No specific risks or contingencies are disclosed beyond the standard terms of the ownership waiver agreement referenced in Exhibit 10.1.
Investor Verification Checklist
- Verify the specific terms and conditions of the ownership waiver in the letter from Francis P. Kavanaugh (Exhibit 10.1).
- Confirm the current aggregate ownership percentage held by Francis P. Kavanaugh and affiliates to assess the impact of the 10.02% limit.
- Review the Company's Articles of Incorporation to understand the standard ownership limitations that were waived.