Wheeler REIT Reports Unregistered Equity Sales

TL;DR

Wheeler REIT sold more stock and debt on Jan 16. Watch for dilution.

AI Summary

On January 16, 2025, Wheeler Real Estate Investment Trust, Inc. reported unregistered sales of equity securities. The filing details transactions involving common stock, Series B preferred stock, Series D preferred stock, and convertible subordinated debt.

Why It Matters

This filing indicates potential dilution or changes in the capital structure of Wheeler REIT, which could impact existing shareholders.

Risk Assessment

Risk Level: medium — Unregistered sales can sometimes signal financial distress or a need for capital, potentially impacting stock value.

Key Players & Entities

• Wheeler Real Estate Investment Trust, Inc. (company) — Registrant
• January 16, 2025 (date) — Date of earliest event reported
• common stock (equity_security) — Type of security sold
• Series B preferred stock (equity_security) — Type of security sold
• Series D preferred stock (equity_security) — Type of security sold
• convertible subordinated debt (debt_security) — Type of security sold

FAQ

Key Financial Figures

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

Filing Documents

• whlr-20250116.htm (8-K) — 31KB
• 0001527541-25-000016.txt ( ) — 202KB
• whlr-20250116.xsd (EX-101.SCH) — 2KB
• whlr-20250116_def.xml (EX-101.DEF) — 16KB
• whlr-20250116_lab.xml (EX-101.LAB) — 29KB
• whlr-20250116_pre.xml (EX-101.PRE) — 17KB
• whlr-20250116_htm.xml (XML) — 5KB

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities On January 16, 2025, Wheeler Real Estate Investment Trust, Inc. (the "Company") agreed to issue an aggregate amount of 1,071,200 shares of its common stock, $0.01 par value per share (the "Common Stock") to six unaffiliated holders of the Company's securities (collectively, the "Investors") in separate exchanges for an aggregate amount of 82,400 shares of the Company's Series D Cumulative Convertible Preferred Stock (the "Series D Preferred Stock") and 82,400 shares of the Company's Series B Convertible Preferred Stock (the "Series B Preferred Stock" and, together with the Series D Preferred Stock, the "Preferred Stock") with the Investors (collectively, the "Exchanges"). Each Exchange involved the issuance of 13 shares of Common Stock in exchange for one share of Series B Preferred Stock and one share of Series D Preferred Stock. The settlement of the Exchanges occurred on January 16 and 17, 2025. The Company did not receive any cash proceeds as a result of the Exchanges, and the shares of the Preferred Stock exchanged have been retired and cancelled. The Company issued the Common Stock to the Investors under the Exchanges 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 Investors constituted an exchange with existing holders of the Company's securities, and no commission or other remuneration was paid or given directly or indirectly for soliciting such transactions. 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/ Crystal Plum Name: Crystal Plum Title: Chief Financial Officer Dated: January 21, 2025

View Full Filing

View this 8-K filing on SEC EDGAR