Opening the filing
8-K
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. ¨ ITEM 1.01
Entry into a Material Definitive Agreement
Entry into Mira Sav Partners LLC Joint Venture Agreement On September 1, 2026, Medalist Diversified, Inc. (the “Company”), through its wholly owned subsidiary, MDI Mira Sav, LLC, entered into a joint venture (the “Mira JV”) with Spandrel Development Partners, LLC (“Spandrel”), a real estate developer, and certain other investors, including Frank Kavanaugh, the Company’s Chief Executive Officer and Emanuel Neuman, a member of the Company’s Board of Directors. The Company committed to contribute $4.0 million to the Mira JV for an approximately 42% preferred equity interest in such joint venture. Spandrel, Mr. Kavanaugh and Mr. Neuman hold a 37%, 11% and 11% common equity interest in the Mira JV, respectively.
The Mira JV is structured as a Delaware limited liability company managed by Spandrel, which has exclusive authority over management and operational decisions. The Company may remove Spandrel as managing member and take over sole management control of the Mira JV upon the occurrence of certain events that have a material adverse impact on the Mira JV or the Company. The Company will receive a preferred return of 6% of its invested preferred equity paid no less frequently than quarterly, and an additional accrued preferred return of 9% of its invested preferred equity paid upon exit. The Company has approval rights over all major decisions, as defined in the limited liability company operating agreement of Mira Sav Partners, LLC (the “Mira JV Agreement”). The Company may not transfer its interests in the Mira JV without the consent of the other members thereto, subject to certain permitted transfers.
In connection with the entry into the Mira JV Agreement, Medalist Diversified Holdings, LP, a Delaware limited partnership and the Company’s operating partnership (the “Operating Partnership”), has agreed to provide a limited guaranty with respect to an approximate $13.5 million construction loan to be made to Mira JV. Closing on the construction loan is expected to occur within 30 days.
In accordance with the Company's Corporate Governance Guidelines, Audit Committee Charter and Related Party Transaction Policy, the Company's entry into the Mira JV was reviewed and approved by a majority of the Company's Board of Directors. Mr. Neuman, a member of the Board and co-founder of Spandrel, and Mr. Kavanaugh, the Company's Chief Executive Officer, who is also investing in the Mira JV, each recused themselves from the vote.
The foregoing description is only a summary of the material provisions of the Mira JV Agreement and is qualified in its entirety by reference to the full text of the Mira JV Agreement, which is filed as Exhibit 10.1 hereto and incorporated by reference herein.
Reinstatement of Purchase and Sale Agreement As previously disclosed in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the “SEC”) on July 22, 2026, on July 21, 2026 the Company entered into a Purchase and Sale Agreement (the “Agreement”), with NPH Ventures, LLC a Delaware limited liability company (the “NPH Seller”), whereby the Company agreed to acquire a property located at 8600 Highway 377, Aubrey, Texas 76258, consisting of a Caliber Collision Center and more particularly described in Exhibit A to the Agreement As previously disclosed, on August 18, 2026, the Company exercised its right to terminate the Agreement.
On September 3, 2026, the Company and the NPH Seller entered into a Reinstatement and First Amendment to Purchase and Sale Agreement (the “Amendment”), pursuant to which the Agreement was reinstated. Pursuant to the terms of the Amendment, the sales price was reduced from $ $5,494,444 to $5,404,864 and the inspection period was extended to seven days from the date of the Amendment. The funds previously deposited by the Company as an earnest money deposit will be retained by the NPH Seller.
The summary of the terms and conditions of the Amendment is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.2 hereto and incorporated by reference herein.
The Agreement was filed as Exhibit 10.1 to the Company’s Current Report on 8-K filed on July 22, 2026 and is incorporated by reference herein ITEM 2.01 Completion of Acquisition or Disposition of Assets.
As previously disclosed in the Form 8-K filed on June 17, 2026, with the SEC on June 17, 2026, MDR Brookfield, LLC, a Delaware limited liability company (the “MDI Seller”), a wholly owned subsidiary of the Company, entered into a Purchase and Sale Agreement (the “MDI Agreement”), with Person Street Partners GP Fund I, L.P., a Delaware limited partnership (the “Purchaser”) , whereby the Purchaser agreed to acquire from the MDI Seller Brookfield Center, a 64,880 square foot retail property located in Greenville, South Carolina (the “Brookfield Property”) .
On September 1, 2026, the Company closed on the sale of the Brookfield Property (the “Disposition”). The total sales price of the Brookfield Property was $10,100,000. The sale was based on arm’s length negotiations with an unaffiliated purchaser. The Company used $4,342,261 from the proceeds from the sale of the Brookfield Property to defease and retire its obligations under the mortgage loan secured by the Brookfield Property.
The foregoing description is only a summary of the material provisions of the MDI Agreement and is qualified in its entirety by reference to the full text of the MDI Agreement, which was filed as Exhibit 10.1 to the Company’s Current Report on 8-K filed on June 17, 2026 and incorporated by reference herein.
The unaudited pro forma condensed consolidated financial information of the Company, together with the related notes thereto, giving effect to the consummation of the Disposition and the consummation of prior dispositions, is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.