UNITED STATES

SECURITIES AND
EXCHANGE COMMISSION

WASHINGTON,
D.C. 20549






FORM 10-K

(Amendment No.
1)








(Mark One)



|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------



For the fiscal
year ended December 31, 2019

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



For the transition
period from  to



Commission file
no: 001-38719






MEDALIST DIVERSIFIED
REIT, INC.








|Maryland                                                       |  | 47-5201540                               
|-------------------------------------------------------------- |  | -----------------------------------------
|(State or other
        jurisdiction
        of incorporation) |  | (IRS Employer
        Identification No.)
|                                                              





11 S. 12th Street,
Suite 401

Richmond, Virginia
23219

(Address of
principal executive offices) (Zip Code)



Registrant’s
telephone number, including area code: (804) 344-4435



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



|                                                                               |  |                                                  
|------------------------------------------------------------------------------ |  | -------------------------------------------------
|Title
        of Each Class                                                    |  | Name
        of Each Exchange on Which Registered
|Common Stock, $0.01 par value per share                                        |  | The Nasdaq Capital Market                        
|8.0% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share |  | The Nasdaq Capital Market                        



Securities registered
pursuant to Section 12(g) of the Act: None







Indicate by check
mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ̈    No x



Indicate by check
mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ̈    No x



Indicate by check
mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes x    No  ̈



Indicate by check
mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during
the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes x    No  ̈



Indicate by check
mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter)
is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.     ̈



Indicate by check
mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”
and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):



|                         |  |   |  |                           |  |  
|------------------------ |  | - |  | ------------------------- |  | -
|Large accelerated filter |  |  ̈ |  | Accelerated filter        |  |  ̈
|Non-accelerated filter   |  | x |  | Smaller reporting company |  | x
|                         |  |   |  | Emerging Growth Company   |  | x



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.   ̈



Indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ̈    No x



As of June 30,
2018, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value
of the registrant’s common stock held by non-affiliates of the registrant was $19,710,420, based on the public offering price
of $10.00 per share of common stock in our Regulation A offering which was terminated on June 19, 2018.



As of March 24,
2020, the registrant had 4,500,144 shares of common stock outstanding.



Documents incorporated
by reference: Portions of the registrant’s Definitive Proxy Statement for the 2020 Annual Meeting of Shareholders (to be
filed with the Securities and Exchange Commission no later than 120 days after the end of the registrant’s fiscal year end)
are incorporated by reference in this Annual Report on Form 10-K in response to Part III, Items 10, 11, 12, 13 and 14.

















EXPLANATORY NOTE



This Amendment No. 1 amends the
Company’s Annual Report on Form 10-K, as filed by the Company with the Securities and Exchange Commission on March 24,
2020 (the “Form 10-K”), and is being filed solely to amend Item 9A of the Form 10-K. No other information or
disclosures in the Form 10-K including the Company’s financial statements and the footnotes thereto, have been amended
or updated by this Amendment No. 1.



ITEM 9A. CONTROLS AND PROCEDURES



Evaluation of Disclosure Controls
and Procedures



We
maintain disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Exchange
Act of 1934, as amended (the “Exchange Act”)), that are designed to ensure that information required to be disclosed
in our reports under the Exchange Act is processed, recorded, summarized and reported within the time periods specified in the
rules and regulations of the SEC and that such information is accumulated and communicated to management, including our Chief
Executive Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the
disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated,
can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment
in evaluating the cost-benefit relationship of possible controls and procedures.



We
have carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer,
regarding the effectiveness of our disclosure controls and procedures as of December 31, 2019, the end of the period covered
by this Annual Report. Based on the foregoing, our Chief Executive Officer has concluded, as of December 31, 2019, that our
disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in reports filed
or submitted under the Exchange Act (i) is processed, recorded, summarized and reported within the time periods specified
in the SEC’s rules and forms and (ii) is accumulated and communicated to our management, including our Chief Executive
Officer, as appropriate to allow for timely decisions regarding required disclosure.



Management’s Report on Internal
Control Over Financial Reporting



Management
is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)). Our management, including our Chief Executive Officer, evaluated, as of December 31, 2019,
the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013). Based on that evaluation,
our Chief Executive Officer concluded that our internal control over financial reporting, as of December 31, 2019, were effective.



This
annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal
control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public
accounting firm pursuant to rules of the SEC that permit the Company to provide only management’s report in this Annual
Report.



Changes in Internal Control over
Financial Reporting



There
was no change in our internal control over financial reporting that occurred during our most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, our internal control over financial reporting.










ITEM 15. EXHIBITS AND FINANCIAL
STATEMENT SCHEDULES



EXHIBIT INDEX



|ExhibitNumber |  | Description                                                                                                  
|------------- |  | -------------------------------------------------------------------------------------------------------------
|31.1          |  | Certification of Annual Report by Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002
|              |  |                                                                                                              





SIGNATURES



Pursuant to the requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.



|                    | MEDALIST DIVERSIFIED REIT, INC.                  
|------------------- | -------------------------------------------------
|                    |                                                  
|Date: April 1, 2020 | /s/ Thomas E. Messier                            
|                    | Thomas E. Messier                                
|                    | Chief Executive Officer and Chairman of the Board