Wheeler REIT Reports Unregistered Equity Sale

TL;DR

Wheeler REIT did an unregistered equity sale on Oct 8th. Details TBD.

AI Summary

On October 8, 2024, Wheeler Real Estate Investment Trust, Inc. reported an unregistered sale of equity securities. The filing does not disclose specific details regarding the number of securities sold, the price, or the parties involved in this transaction.

Why It Matters

This filing indicates a transaction involving the company's equity that was not registered with the SEC, which could have implications for investors regarding transparency and potential future regulatory scrutiny.

Risk Assessment

Risk Level: medium — Unregistered sales can sometimes indicate financial distress or a need for capital, and lack of detail raises questions about the transaction's terms and impact.

Key Players & Entities

• Wheeler Real Estate Investment Trust, Inc. (company) — Registrant
• October 8, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

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

Filing Documents

• whlr-20241008.htm (8-K) — 31KB
• 0001527541-24-000199.txt ( ) — 201KB
• whlr-20241008.xsd (EX-101.SCH) — 2KB
• whlr-20241008_def.xml (EX-101.DEF) — 16KB
• whlr-20241008_lab.xml (EX-101.LAB) — 29KB
• whlr-20241008_pre.xml (EX-101.PRE) — 17KB
• whlr-20241008_htm.xml (XML) — 5KB

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities On October 8, 2024, Wheeler Real Estate Investment Trust, Inc. (the "Company") agreed to issue 88,000 shares of its common stock, $0.01 par value per share (the "Common Stock") to an unaffiliated holder of the Company's securities (the "Investor") in exchange for 22,000 shares of the Company's Series D Cumulative Convertible Preferred Stock (the "Series D Preferred Stock") and 22,000 shares of its Series B Convertible Preferred Stock (the "Series B Preferred Stock" and, together with the Series D Preferred Stock, the "Preferred Stock") from the Investor (the "Exchange"). The settlement of the Exchange occurred on the same day. The Company did not receive any cash proceeds as a result of the Exchange, and the shares of the Preferred Stock exchanged have been retired and cancelled. The Company issued the Common Stock to the Investor under the Exchange in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), contained in Section 3(a)(9) of the Securities Act on the basis that the issuance of Common Stock to the Investor constituted an exchange with an existing holder of the Company's securities, and no commission or other remuneration was paid or given directly or indirectly for soliciting such transaction. This Current Report on Form 8-K does not constitute an offer to exchange any securities of the Company for the Common Stock, the Series D Preferred Stock, the Series B Preferred Stock or other securities of the Company.

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: October 11, 2024

View Full Filing

View this 8-K filing on SEC EDGAR