Medalist Diversified Inc — Current Report (Form 8-K)

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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): June 9, 2026 (June 8, 2026)

Medalist Diversified, Inc.

(Exact Name of Registrant as Specified in Its Charter)

P.O. Box 8436

Richmond, 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:

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

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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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On June 8, 2026, (the “Effective Date”), Medalist Diversified, Inc. a Maryland corporation (the “Company”), entered into a Purchase and Sale Agreement (the “Agreement”), a copy of which is filed as Exhibit 10.1 hereto, with 14939 Metcalf Ave., LLC, a Texas limited liability company (the “Seller”), whereby the Company agreed to acquire (the “Acquisition”) a property located at 14939 Metcalf Avenue, Overland Park, Kansas, consisting of approximately 1.64 acres of land with an approximately 16,100 share foot automotive service building and more particularly described in Exhibit A to the Agreement (the “Property”). The total consideration for the Property is $5,800,000 (the “Consideration”), subject to the prorations and adjustments described in the Agreement. The Consideration is to be paid by the Company to the Seller at Closing (as that term is defined in the Agreement). The Company is required to make an earnest money deposit of $150,000 (“Deposit”) within three business days of the Effective Date.

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The 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 45 days. Several conditions to closing on the Acquisition remain to be satisfied, and there can be no assurance that the Company will complete the transaction on the general terms described above or at all. Under certain conditions the Deposit may not be returned to the Company.

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The Company intends to assign its interests in the Agreement to a to-be-formed Delaware statutory trust (“DST”) and to complete the Acquisition through the DST.  The DST will be formed to acquire and hold title to the Property.  The Company expects to offer beneficial interests in the DST to accredited investors in a private placement under Regulation D, the proceeds of which will be used to redeem the Company’s beneficial interests for cash.  

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The foregoing description is only a summary of the material provisions of the Agreement and is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.1 hereto and incorporated by reference herein.

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Cautionary Statements Regarding Forward-Looking Statements

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This Current Report on Form 8-K contains statements that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Forward looking statements are not historical and are typically identified by such words as “believe,” “expect,” “anticipate,” “intend,” “estimate, “may,” “will,” “should” and “could” and include statements about the closing of the Acquisition and the contribution of the Property to a DST. Forward-looking statements are based upon the Company’s present expectations but are not guarantees or assurances as to future developments or results. Factors that may cause actual developments or results to differ from those reflected in forward-looking statements include, without limitation, adverse changes in the pricing of the Company’s assets, increased costs of, and reduced availability of, capital and those included in the Company’s most recent Annual Report on Form 10-K and in the Company’s other filings with the Securities and Exchange Commission. Investors should not place undue reliance upon forward-looking statements. The Company disclaims any obligation to publicly update or revise any forward-looking statements to reflect changes and new developments except as required by law or regulation.

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(d) Exhibits

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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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