Medalist Diversified, Inc. 8-K

What Happened

• Medalist Diversified, Inc. filed an 8‑K on June 17, 2026 announcing two material items: (1) a Purchase and Sale Agreement for Brookfield Center, a ~64,880 sq. ft. flex‑industrial property in Greenville, SC, and (2) a shareholder‑approved amendment to its charter intended to protect the company’s net operating losses (NOLs) and net capital losses (NCLs).
• The Purchase and Sale Agreement (effective June 17, 2026) is between seller MDR Brookfield, LLC and buyer Person Street Partners GP Fund I, L.P. The agreed purchase price is $10,250,000, with a $150,000 earnest money deposit required within five business days. The parties expect to close within about 45 days, subject to customary conditions and adjustments.
• At the company’s 2026 annual meeting, shareholders elected two Class III directors, approved the company’s executive compensation on an advisory basis, ratified Cherry Bekaert LLP as auditor, and approved the charter amendment (vote results below).

Key Details

• Property sale: Brookfield Center, ~64,880 sq. ft., Greenville, SC; Consideration = $10,250,000; earnest deposit = $150,000; expected close within 45 days (subject to conditions).
• Charter amendment: restricts direct or indirect transfers that would increase any person’s ownership from below 4.9% to 4.9% or more, and limits increases by existing 4.9% holders; attempted transfers in violation are void as to the transferee.
• Annual meeting voting snapshot: 1,428,500 shares entitled to vote; 928,583 shares (65%) present. Key vote totals:
  • Director elections: Francis P. Kavanaugh — 685,986 For; Neil Farmer — 672,397 For.
  • Advisory say‑on‑pay: 685,068 For, 24,065 Against.
  • Auditor ratification: 908,752 For.
  • Charter amendment: 675,502 For, 30,593 Against.

Why It Matters

• The pending sale would convert a sizable real‑estate asset into cash proceeds (~$10.25M) for the company (subject to closing adjustments and conditions), which can affect the company’s asset base, liquidity and future capital allocation depending on how proceeds are used.
• The charter amendment is designed to protect tax attributes (NOLs/NCLs) by limiting ownership changes; that may restrict the ability of investors to acquire a >4.9% stake and could affect shareholder liquidity and activist acquisition strategies.
• Routine governance votes (director elections, auditor ratification, advisory pay approval) passed, indicating shareholder support for current board and compensation policies.

Keywords: property sale, purchase and sale agreement, Brookfield Center, NOL protection, charter amendment, annual meeting, vote results, auditor ratification.