Medalist Diversified, Inc. filed an 8-K with the Securities and Exchange Commission on October 19, 2026, confirming that a charter amendment intended to protect tax assets is of no force or effect. The company filed a Certificate of Correction with the State Department of Assessments and Taxation of Maryland to reverse the change, revealing that the amendment did not receive the requisite stockholder vote despite an initial determination to the contrary.
The Charter Amendment was originally proposed at the company's annual meeting on June 16, 2026. The proposal sought to restrict transfers of Medalist Diversified common stock to safeguard the tax benefits of the company's net operating losses and net capital losses. Specifically, the amendment would have prohibited any direct or indirect transfer that increased a person's ownership stake from less than 4.9% to 4.9% or more, or increased the stake of an existing 4.9% shareholder. Any transfer attempted in violation of these restrictions would have been void as of the date of the transfer.
Stockholders supported the proposal with over 95% of the votes cast. The company initially concluded that this support met the approval thresholds required by its charter and Maryland law. However, Medalist Diversified recently determined that the amendment had not actually received the necessary vote. Consequently, the Certificate of Correction restores Article VI of the Charter to its original form as it existed prior to the filing of the Articles of Amendment on June 17, 2026.
The company's Board of Directors maintains that the Charter Amendment remains in the best interests of Medalist Diversified. The board intends to seek stockholder approval for the amendment again at a special meeting of stockholders. The filing was signed by C. Brent Winn, Jr., Chief Financial Officer, and lists the company's principal executive offices in Richmond, Virginia. The stock trades on the Nasdaq Capital Market under the symbol MDRR.