Wheeler Real Estate Investment Trust, Inc 8-K, filed Nov 14, 2023
Wheeler Real Estate Investment Trust, Inc. (WHLR)
8-K
2023-11-14
For: 2023-11-14
View Original
Added on
April 05, 2026
About this 8-K
Wheeler Real Estate Investment Trust, Inc filed this 8-K on November 14, 2023.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (date of earliest event reported): November 14, 2023
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) | (Zip code) | |||||||
Registrant’s telephone number, including area code: (757 ) 627-9088
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Item 7.01 Regulation FD Disclosure.
On November 14, 2023, Wheeler Real Estate Investment Trust, Inc. (the “Company”) issued a press release announcing that, based on recent significant declines in the price of the Company’s common stock, $0.01 par value per share (the “Common Stock”), it may have to settle future redemption requests by holders of the Company’s Series D Cumulative Convertible Preferred Stock with unregistered shares of Common Stock or delay delivery of registered Common Stock. A copy of the press release is attached to this Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
The information included in this Current Report on Form 8-K under this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Forward-Looking Statements.
This Current Report on Form 8-K contains statements that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Forward-looking statements are not historical and are typically identified by such words as “may,” and include statements about the potential trading price and registration status of the Common Stock. Forward-looking statements are based upon the Company’s present expectations, but are not guarantees or assurances as to future developments or results. Factors that may cause actual developments or results to differ from those reflected in forward-looking statements include, without limitation, those included in the Company’s most recent Annual Report on Form 10-K and in the Company’s other filings with the Securities and Exchange Commission. Investors should not place undue reliance upon forward-looking statements. The Company disclaims any obligation to publicly update or revise any forward-looking statements to reflect changes and new developments except as required by law or regulation.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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:November 14, 2023
Exhibit 99.1
WHEELER MAY HAVE TO SETTLE FUTURE redemption requests WITH UNREGISTERED | ||
COMMON STOCK or delay delivery of registered common stock | ||
VIRGINIA BEACH, VA - November 14, 2023 - Wheeler Real Estate Investment Trust, Inc. (NASDAQ: WHLR) (“Wheeler” or the “Company”) announced today that, based on recent significant declines in the Company’s Common Stock price, it may have to settle future Series D Preferred Stock redemption requests with unregistered shares of Common Stock or delay delivery of registered Common Stock.
Through November 6, 2023 (the date of the second monthly redemption in November) (the “November Redemption Date”), the Company received 140 fully complete and timely redemption requests, collectively redeeming 492,673 shares of its outstanding Series D Preferred Stock. These redemption requests were settled by the Company issuing 16,601,314 shares of Common Stock from its registration statement on Form S-11 (333-274329) that it filed with the Securities and Exchange Commission (the “SEC”) on September 1, 2023 (as amended, the “Registration Statement”).
There continues to be 2,887,273 shares of Series D Preferred Stock outstanding.
For the October redemptions, the lowest price at which any Series D Preferred Stock was converted by a holder into Common Stock was approximately $2.89. Between that date and the November Redemption Date, our Common Stock price fell considerably with the result that for the November redemptions, the lowest price at which any Series D Preferred Stock was converted by a holder into Common Stock was approximately $0.84.
Since the November Redemption Date, the price of our Common Stock has continued to decline. We cannot predict the future price of our Common Stock. However, if it continues on its downward trajectory or remains at depressed levels, it is very possible that the Company will not have enough registered Common Stock to issue from its Registration Statement and will instead have to issue unregistered Common Stock to settle redemption requests or delay delivery of registered Common Stock pending SEC clearance of a new registration statement for additional shares.
Forward-Looking Statements
This press release contains statements that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Forward-looking statements are not historical and are typically identified by such words as “may,” “will,” “predict”, and include statements about the potential trading price and registration status of the Common Stock. Forward-looking statements are based upon the Company’s present expectations but are not guarantees or assurances as to future developments or results. Factors that may cause actual developments or results to differ from those reflected in forward-looking statements include, without limitation, those included in the Company’s most recent Annual Report on Form 10-K and in the Company’s other filings with the SEC. Investors should not place undue reliance upon forward-looking statements. The Company disclaims any obligation to publicly update or revise any forward-looking statements to reflect changes and new developments except as required by law or regulation.
Contact
Investor Relations (757) 627-9088
Email: investorrelations@whlr.us
ABOUT WHEELER REAL ESTATE INVESTMENT TRUST, INC.
Headquartered in Virginia Beach, Virginia, Wheeler Real Estate Investment Trust, Inc. is a fully integrated, self-managed commercial real estate investment trust (REIT) focused on owning and operating income-producing retail properties with a primary focus on grocery-anchored centers. For more information on the Company, please visit www.whlr.us.