Wheeler Real Estate Investment Trust Inc.
09/12/2025 | Press release | Distributed by Public on 09/12/2025 14:02
Private Placement (Form 8-K)
Item 3.02 Unregistered Sales of Equity Securities
On September 9, 2025, Wheeler Real Estate Investment Trust, Inc. (the "Company") agreed to issue an aggregate amount of 365,000 shares of its common stock, $0.01 par value per share (the "Common Stock"), to two unaffiliated holders of the Company's securities (together, the "September 9 Investors") in separate exchanges for an aggregate amount of 14,600 shares of the Company's Series D Cumulative Convertible Preferred Stock (the "Series D Preferred Stock") and 29,200 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"). Each transaction involved the issuance of twenty-five shares of Common Stock in exchange for two shares of Series B Preferred Stock and one share of Series D Preferred Stock. The settlement of the transactions occurred on September 9 and 10, 2025.
On September 11, 2025, the Company agreed to issue an aggregate amount of 1,008,000 shares of Common Stock to two unaffiliated holders of the Company's securities (together, the "September 11 Investors") in separate exchanges for an aggregate amount of 42,000 shares of the Series D Preferred Stock and 84,000 shares of the Series B Preferred Stock. Each transaction involved the issuance of twenty-four shares of Common Stock in exchange for two shares of Series B Preferred Stock and one share of Series D Preferred Stock. The settlement of the transactions occurred on September 11 and 12, 2025.
The Company did not receive any cash proceeds in these transactions, and the shares of the Preferred Stock exchanged have been retired and cancelled.
The Company issued the Common Stock to the September 9 Investors and the September 11 Investors (together, the "Investors") 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 the 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.
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