Wheeler REIT Files 8-K on Security Holder Rights

TL;DR

Wheeler REIT just filed an 8-K changing security holder rights - check your preferred stock!

AI Summary

Wheeler Real Estate Investment Trust, Inc. filed an 8-K on June 21, 2024, to report material modifications to the rights of security holders and amendments to its articles of incorporation or bylaws. The filing indicates changes related to its common stock, Series B Preferred Stock, Series D Preferred Stock, and Convertible Subordinated Debt.

Why It Matters

This filing signals potential changes in the rights and structure of Wheeler REIT's various securities, which could impact investors' holdings and the company's financial obligations.

Risk Assessment

Risk Level: medium — Changes to security holder rights and corporate bylaws can introduce new risks or alter existing ones for investors.

Key Players & Entities

• Wheeler Real Estate Investment Trust, Inc. (company) — Registrant
• June 21, 2024 (date) — Date of earliest event reported
• Common Stock (security) — Security type affected
• Series B Preferred Stock (security) — Security type affected
• Series D Preferred Stock (security) — Security type affected
• Convertible Subordinated Debt (security) — Security type affected

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
• $0.05 — f the Common Stock to be decreased from $0.05 per share (as a result of the One-for-F
• $25.00 — om 8.74 shares of Common Stock per each $25.00 principal amount of the Notes to 1.75 s
• $9,600 — Stock will proportionally increase from $9,600 per share of Common Stock to $48,000 pe
• $48,000 — rom $9,600 per share of Common Stock to $48,000 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 $20,352 pe
• $20,352 — $4,070.40 per share of Common Stock to $20,352 per share of Common Stock, and one (1)
• $1.00 — )(2)'s minimum bid price requirement of $1.00 per share of Common Stock (the " Minimu

Filing Documents

• whlr-20240621.htm (8-K) — 59KB
• whlrarticlesofamendment-re.htm (EX-3.1) — 15KB
• whlrarticlesofamendment-pa.htm (EX-3.2) — 14KB
• 0001527541-24-000114.txt ( ) — 274KB
• whlr-20240621.xsd (EX-101.SCH) — 2KB
• whlr-20240621_def.xml (EX-101.DEF) — 17KB
• whlr-20240621_lab.xml (EX-101.LAB) — 29KB
• whlr-20240621_pre.xml (EX-101.PRE) — 17KB
• whlr-20240621_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. One-For-Six Reverse Stock Split - Abandoned As previously disclosed on the Company's Form 8-K filed on June 18, 2024, following discussions with the listing qualifications staff (the " Staff ") of The Nasdaq Stock Market LLC (" Nasdaq "), the Board of Directors (the " Board ") of Wheeler Real Estate Investment Trust, Inc. (the " Company ") approved on June 18, 2024 a change to the ratio for the Company's previously announced reverse stock split of the Company's common stock, $0.01 par value per share (the " Common Stock "), from one-for-six (the " One-For-Six Reverse Stock Split ") to one-for-five (the " One-For- Five Reverse Stock Split "). In connection with this change, the Company abandoned the One-For-Six Reverse Stock Split by delivering to the State Department of Assessments and Taxation of Maryland (the " SDAT ") a notice that the Board abandoned, prior to their effective times, the two proposed Articles of Amendment to the Company's charter that were to provide for (1) the One-For-Six Reverse Stock Split and (2) 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. One-For-Five Reverse Stock Split – Effectiveness The One-For-Five Reverse Stock Split will be effective at 5:00 p.m. Eastern Time on June 27, 2024 (the " Effective Time "). At the market open on June 28, 2024 (the first business day after the Effective Time), the Common Stock will begin trading on a split-adjusted basis on The Nasdaq Capital Market under a new CUSIP number (963025861). One-For-Five Reverse Stock Split - Charter Amendments On June 21, 2024, in connection with the One-For-Five Reverse Stock Split, the Company filed with the SDAT: i. Articles of Amendment to its charter that provide for a one-for-five reverse stock split of the Common Stock, to be effective at at the Effective Time (the " First A

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 "anticipates", "likely", "will" and "would", or the negative of such terms, or other comparable terminology, and include statements about the One-For-Five Reverse Stock Split and the impact, if any, of the One-For-Five 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 24, 2024

View Full Filing

View this 8-K filing on SEC EDGAR