Wheeler REIT 8-K: Material Modifications to Security Holder Rights

TL;DR

**Wheeler REIT just filed an 8-K about changes to security holder rights, so check your preferred stock and convertible debt terms!**

AI Summary

Wheeler Real Estate Investment Trust, Inc. filed an 8-K on January 8, 2024, reporting an event that occurred on January 5, 2024, concerning "Material Modifications to Rights of Security Holders" and "Other Events." This filing indicates potential changes affecting holders of their Common Stock, Series B Preferred Stock, Series D Preferred Stock, and Convertible Subordinated Debt. For investors, this matters because any modification to security holder rights, especially for preferred stock or convertible debt, can impact dividend payments, liquidation preferences, or conversion terms, directly affecting the value and risk profile of their investment in Wheeler Real Estate Investment Trust, Inc.

Why It Matters

Changes to security holder rights can directly impact the value, income, and risk associated with owning Wheeler Real Estate Investment Trust, Inc. stock or debt, potentially altering future returns.

Risk Assessment

Risk Level: medium — The filing indicates material modifications to security holder rights, which could be positive or negative, introducing uncertainty for investors.

Analyst Insight

A smart investor would immediately seek out further details regarding the nature of these 'Material Modifications to Rights of Security Holders' to understand the specific impact on their holdings, especially if they own preferred stock or convertible debt, and consider if any adjustments to their portfolio are warranted.

Key Players & Entities

• Wheeler Real Estate Investment Trust, Inc. (company) — the registrant filing the 8-K
• Common Stock (security) — one of the securities potentially affected by modifications
• Series B Preferred Stock (security) — one of the securities potentially affected by modifications
• Series D Preferred Stock (security) — one of the securities potentially affected by modifications
• Convertible Subordinated Debt (security) — one of the securities potentially affected by modifications
• January 5, 2024 (date) — date of the earliest event reported
• January 8, 2024 (date) — date the 8-K was filed

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common Stock, $0.01 par value per share WHLR Nasdaq Capital
• $0.21 — ue 2031 (the "Notes") was approximately $0.21 per share of the Company's common stock
• $25.00 — 116.46 shares of Common Stock for each $25.00 of principal amount of the Notes being
• $0.31 — er into Common Stock was approximately $0.31. Accordingly, pursuant to Section 14.
• $0.17 — s was further adjusted to approximately $0.17 per share of Common Stock (approximatel
• $37.56 — for a redemption price of approximately $37.56 per share ($25.00 per share plus the am
• $370,000 — egate Redemption Price of approximately $370,000. As with the December 2023 redemption
• $33 million — egate Redemption Price of approximately $33 million. As of January 5, 2024, the Company ha

Filing Documents

• whlr-20240105.htm (8-K) — 41KB
• 0001527541-24-000004.txt ( ) — 217KB
• whlr-20240105.xsd (EX-101.SCH) — 2KB
• whlr-20240105_def.xml (EX-101.DEF) — 16KB
• whlr-20240105_lab.xml (EX-101.LAB) — 31KB
• whlr-20240105_pre.xml (EX-101.PRE) — 17KB
• whlr-20240105_htm.xml (XML) — 5KB

03. Material Modifications to Rights of Security Holders

Item 3.03. Material Modifications to Rights of Security Holders Adjustment to Conversion Price of 7.00% Subordinated Convertible Notes due 2031 Item 8.01 of this Current Report on Form 8-K as to the redemptions by the Series D Preferred Holders of the Series D Preferred Stock is incorporated herein by reference. As of December 5, 2023, the Conversion Price for the Company's 7.00% Subordinated Convertible Notes due 2031 (the "Notes") was approximately $0.21 per share of the Company's common stock, par value $0.01 ("Common Stock") (approximately 116.46 shares of Common Stock for each $25.00 of principal amount of the Notes being converted). For the January redemptions, the lowest price at which any Series D Preferred Stock was converted by a holder into Common Stock was approximately $0.31. Accordingly, pursuant to Section 14.02 (Optional Conversion) of the indenture governing the Notes, the Conversion Price for the Notes was further adjusted to approximately $0.17 per share of Common Stock (approximately 148.24 shares of Common Stock for each $25.00 of principal amount of the Notes being converted), representing a 45% discount to $0.31.

01 Other Events

Item 8.01 Other Events Results of January 2024 Series D Preferred Stock Redemptions The fourth monthly "Holder Redemption Date" occurred on January 5, 2024. The Company processed redemption requests from two Series D Preferred Holders, collectively redeeming 9,843 shares of Series D Preferred Stock for a redemption price of approximately $37.56 per share ($25.00 per share plus the amount of all accrued but unpaid dividends to and including the January 5, 2024 Holder Redemption Date) (the "Redemption Price"). The Company settled the Redemption Price in Common Stock. The volume weighted average of the closing sales price, as reported on the Nasdaq Capital Market, per share of Common Stock for the ten consecutive trading days immediately preceding, but not including, the January 4, 2024 Holder Redemption Date was approximately $0.31 . Accordingly, the Company issued 1,205,762 shares of Common Stock in settlement of an aggregate Redemption Price of approximately $370,000. As with the December 2023 redemptions, the January 2024 redemptions were settled with unregistered Common Stock. As previously disclosed, the Company plans to issue unregistered shares of Common Stock to meet the ongoing monthly redemption requests until the Company has registered a sufficient number of shares of Common Stock to provide registered shares to cover the entirety of the remaining issue of Series D Preferred Stock. The Company similarly plans to register the unregistered shares issued in the December 2023 and January 2024 redemption cycles and any unregistered shares issued in subsequent monthly Series D Preferred Stock redemption cycles. Cumulative Series D Preferred Stock Redemption Information To date, the Company has processed 177 redemption requests, collectively redeeming 873,913 shares of Series D Preferred Stock. Accordingly, the Company has issued 53,994,449 shares of Common Stock in settlement of an aggregate Redemption Price of approximately $33 million. As of Jan

Forward-Looking Statements

Forward-Looking Statements. This Current Report on Form 8-K includes forward-looking statements. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements may be identified by words such as "will," "would" and "plans," or the negative of such terms, or other comparable terminology, and include statements about the Company's intention to register unregistered shares of Common Stock. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, which could cause actual results to differ materially from the forward-looking statements contained herein due to many factors. These forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this Current Report on Form 8-K, and the Company expressly disclaims any obligation or undertaking to update or revise any forward-looking statement contained herein, or to reflect any change in our expectations with regard thereto or any other change in events, conditions or circumstances on which any such statement is based, except to the extent otherwise required by applicable law.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. WHEELER REAL ESTATE INVESTMENT TRUST, INC. By: /s/ M. Andrew Franklin Name: M. Andrew Franklin Title: Chief Executive Officer and President Dated: January 8, 2024

View Full Filing

View this 8-K filing on SEC EDGAR