Wheeler Real Estate Investment Trust, Inc 8-K, filed Jul 18, 2023
Wheeler Real Estate Investment Trust, Inc. (WHLR)
About this 8-K
Wheeler Real Estate Investment Trust, Inc filed this 8-K on July 18, 2023, reporting on events of July 12, 2023.
Items reported
- Item 3.01: Delisting notice or listing transfer
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
(a) As previously reported in a Current Report on Form 8-K filed by Wheeler Real Estate Investment Trust, Inc. (the “Company”) with the Securities and Exchange Commission on June 5, 2023, Michelle D. Bergman tendered her resignation, for personal reasons, as a member of the Company’s Board of Directors (the “Board”), including her membership on the Audit Committee (the “Audit Committee”) and Compensation Committee of the Board.
The effect of this resignation was to cause the Audit Committee to consist of two members.
On July 12, 2023, the Company received a letter from the listing qualifications staff of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that because the Audit Committee now only has two members, the Company no longer complies with the requirement set forth in the Nasdaq Listing Rule 5605 (the “Rule”) that the Audit Committee consist of at least three members.
The Company is required to appoint a third member to its Audit Committee by the earlier of the Company’s next annual stockholders’ meeting or June 2, 2024.
The Company expects to make the appointment within the time period required.
Forward-Looking Statements
This report 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” or other comparable terminology. 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. In particular, no assurances can be made regarding the Company’s ability to regain compliance with the Rule described above.
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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 18, 2023
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