Wheeler REIT Files 8-K on Security Holder Rights

TL;DR

Wheeler REIT filed an 8-K today, expect changes to security holder rights.

AI Summary

On June 13, 2024, Wheeler Real Estate Investment Trust, Inc. filed an 8-K report detailing material modifications to the rights of its security holders. This filing also includes amendments to its articles of incorporation or bylaws and financial statements/exhibits. The company is incorporated in Maryland and its fiscal year ends on December 31.

Why It Matters

This 8-K filing indicates potential changes affecting the rights of Wheeler REIT's security holders, which could impact their investment value and voting power.

Risk Assessment

Risk Level: medium — Filings related to modifications of security holder rights and amendments to corporate bylaws can introduce uncertainty and potential shifts in control or value.

Key Numbers

• 001-35713 — SEC File Number (Identifies the company's filings with the SEC.)
• 45-2681082 — IRS Number (Company's Employer Identification Number.)

Key Players & Entities

• Wheeler Real Estate Investment Trust, Inc. (company) — Registrant
• June 13, 2024 (date) — Date of Report
• Maryland (jurisdiction) — State of Incorporation

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common Stock, $0.01 par value per share WHLR Nasdaq Capital
• $0.06 — f the Common Stock to be decreased from $0.06 per share (as a result of the one-for-s
• $25.00 — om 8.74 shares of Common Stock per each $25.00 principal amount of the Notes to 1.46 s
• $9,600 — Stock will proportionally increase from $9,600 per share of Common Stock to $57,600 pe
• $57,600 — rom $9,600 per share of Common Stock to $57,600 per share of Common Stock, and one (1)
• $4,070.40 — Stock will proportionally increase from $4,070.40 per share of Common Stock to $24,422.40
• $24,422.40 — $4,070.40 per share of Common Stock to $24,422.40 per share of Common Stock, and one (1)

Filing Documents

• whlr-20240613.htm (8-K) — 49KB
• whlrarticlesofamendment-re.htm (EX-3.1) — 15KB
• whlrarticlesofamendment-pa.htm (EX-3.2) — 14KB
• 0001527541-24-000102.txt ( ) — 263KB
• whlr-20240613.xsd (EX-101.SCH) — 2KB
• whlr-20240613_def.xml (EX-101.DEF) — 17KB
• whlr-20240613_lab.xml (EX-101.LAB) — 29KB
• whlr-20240613_pre.xml (EX-101.PRE) — 17KB
• whlr-20240613_htm.xml (XML) — 6KB

03. Material Modification to Rights of Security Holders

Item 3.03. Material Modification to Rights of Security Holders. To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

03. Amendments to Articles of Incorporation or Bylaws Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws Change in Fiscal Year. Charter Amendments for One-for-Six Reverse Stock Split On June 13, 2024, in connection with a one-for-six reverse stock split (the " Reverse Stock Split ") of the common stock, $0.01 par value per share (the " Common Stock ") of Wheeler Real Estate Investment Trust, Inc. (the " Company "), to be effective on June 18, 2024, the Company filed two Articles of Amendment to its charter with the State Department of Assessments and Taxation of Maryland that provide for: i. a one-for-six Reverse Stock Split of the Common Stock, to be effective at 5:00 p.m. Eastern Time (the " Effective Time ") on June 18, 2024 (the " First Amendment ") and ii. the par value of the Common Stock to be decreased from $0.06 per share (as a result of the one-for-six Reverse Stock Split) to $0.01 per share, to be effective at 5:01 p.m. Eastern Time on June 18, 2024 (the " Second Amendment "). Pursuant to the First Amendment, no fractional shares will be issued in connection with the Reverse Stock Split; rather, stockholders who would have otherwise been issued a fractional share of the Common Stock as a result of the Reverse Stock Split will instead receive a cash payment in lieu of such fractional share in an amount equal to the applicable fraction multiplied by the closing price of the Company's Common Stock on The Nasdaq Capital Market on June 18, 2024 (as adjusted for the Reverse Stock Split), without any interest. The foregoing descriptions of the amendments to the Company's charter do not purport to be complete and are qualified in their entirety by reference to each amendment, copies of which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. Effect of Reverse Stock Split on Common Stock At the market open on June 20, 2024 (the first business day after the Effective Time), the Common Stock will begin trading on

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" and "would", or the negative of such terms, or other comparable terminology, and include statements about the Reverse Stock Split and the impact, if any, of the Reverse Stock Split on the Company and the trading price of the 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.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description 3.1 First Amendment (Reverse Stock Split) 3.2 Second Amendment (Par Value Decrease) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: June 13, 2024

View Full Filing

View this 8-K filing on SEC EDGAR