MEDALIST DIVERSIFIED REIT, INC. : Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sale of Equity Securities, Financial Statements and Exhibits (form 8-K)

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION.

Medalist Diversified REIT, Inc. (the "Company") previously disclosed its agreement to sell convertible debentures to YA II PN, LTD. (the "Purchaser") in its Current Report on Form 8-K filed on November 2, 2020 (the "Convertible Debenture Form 8-K"). The information set forth under Item 1.01 of the Convertible Debenture 8-K is incorporated by reference into this Item 2.03.

Pursuant to the terms of a Securities Purchase Agreement, dated as of October 27, 2020, between the Company and the Purchaser, the Company issued and sold its third Convertible Debenture (the "Third Convertible Debenture") on January 5, 2021 to the Purchaser in the principal amount of $1,500,000. The Third Convertible Debenture was issued under the same terms as the previous two Convertible Debentures issued to the Purchaser as such terms are described in the Convertible Debenture Form 8-K.

The foregoing description of the Third Convertible Debenture is qualified in its entirety by reference to the Form of Convertible Debenture, a copy of which is incorporated by reference as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 2.03.

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.

The information set forth under Item 2.03 of this Current Report on Form 8-K regarding the Third Convertible Debenture is incorporated by reference into this Item 3.02.

The Company issued the Third Convertible Debenture to the Purchaser in reliance on the exemption from registration provided for under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). The Company relied on this exemption from registration for private placements based in part on the representations made by the Purchaser, including the representations with respect to the Purchaser's status as an accredited investor, as such term is defined in Rule 501(a) of the Securities Act, and the Purchaser's investment intent.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d)    Exhibits



Exhibit No.   Description

  4.1           Form of Secured Convertible Debenture (incorporated by reference to
              Exhibit 4.1 to the Company's Current Report on Form 8-K filed on
              November 2, 2020)

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