Wheeler REIT Files 8-K on Stock and Debt Events

TL;DR

Wheeler REIT dropped an 8-K on July 9th about its common stock, preferred stock (Series B & D), and convertible debt.

AI Summary

On July 9, 2024, Wheeler Real Estate Investment Trust, Inc. filed an 8-K report detailing events related to its common stock and preferred stock. The filing indicates adjustments and potential changes concerning its Series B Preferred Stock and Series D Preferred Stock, as well as convertible subordinated debt.

Why It Matters

This filing signals potential corporate actions or disclosures impacting the company's capital structure, which could affect investors in its common and preferred stock.

Risk Assessment

Risk Level: medium — Filings related to preferred stock and debt can indicate financial restructuring or significant corporate events that carry inherent investment risk.

Key Players & Entities

• Wheeler Real Estate Investment Trust, Inc. (company) — Registrant
• July 9, 2024 (date) — Report Date
• Series B Preferred Stock (stock) — Financial Instrument
• Series D Preferred Stock (stock) — Financial Instrument
• Convertible Subordinated Debt (debt) — Financial Instrument

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common Stock, $0.01 par value per share WHLR Nasdaq Capital

Filing Documents

• whlr-20240709.htm (8-K) — 37KB
• 0001527541-24-000136.txt ( ) — 208KB
• whlr-20240709.xsd (EX-101.SCH) — 2KB
• whlr-20240709_def.xml (EX-101.DEF) — 16KB
• whlr-20240709_lab.xml (EX-101.LAB) — 29KB
• whlr-20240709_pre.xml (EX-101.PRE) — 17KB
• whlr-20240709_htm.xml (XML) — 5KB

01 Other Events

Item 8.01 Other Events. Registration Statement on Form S-11 Declared Effective On July 9, 2024, the registration statement on Form S-11 (File No. 333-280643) (the " Registration Statement ") filed by Wheeler Real Estate Investment Trust, Inc. (the " Company ") on July 1, 2024 was declared effective by the Securities and Exchange Commission (the " SEC "), and the Company filed with the SEC the related final prospectus pursuant to Rule 424(b) (the " Prospectus "). The Prospectus relates to the issuance from time to time by the Company of up to 20,704,217 shares of its common stock, par value $0.01 per share (the " Common Stock ") upon future redemptions and conversions of the Company's Series D Cumulative Convertible Preferred Stock (the " Series D Preferred Stock "). The Company expects to issue such Common Stock to settle future monthly redemptions of Series D Preferred Stock commencing with the August 5, 2024 "Holder Redemption Date" for redemption requests submitted on or before July 25, 2024. Updated Redemption FAQs On July 9, 2024, the Company updated the Frequently Asked Questions relating to the redemptions of the Series D Preferred Stock (the " Redemption FAQs ") that are available on its website at https://ir.whlr.us/series-d/series-d-redemption-faq. The Redemption FAQs were updated to (i) reflect the effectiveness of the Registration Statement, and (ii) further clarify the process for holders of unregistered shares of Common Stock issued in the December 2023, January 2024 and February 2024 redemptions of Series D Preferred Stock to remove the restriction from their shares if the conditions of Rule 144 of the Securities Act of 1933, as amended, have been met . Information contained on the Company's website is not incorporated by reference into this Current Report on Form 8-K and should not be considered to be part of this Current Report on Form 8-K.

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 "expects," "will" and "would," or the negative of these terms or other words of similar meaning, although not all forward-looking statements contain these identifying words. 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: July 9, 2024

View Full Filing

View this 8-K filing on SEC EDGAR