Wheeler Real Estate Investment Trust Inc.
09/17/2025 | Press release | Distributed by Public on 09/17/2025 14:02
Private Placement, Corporate Action, Amendments to Bylaws (Form 8-K)
Item 3.02 Unregistered Sales of Equity Securities
On September 16, 2025, Wheeler Real Estate Investment Trust, Inc. (the "Company") agreed to issue 253,000 shares of its common stock, $0.01 par value per share (the "Common Stock") in the aggregate to two unaffiliated holders of the Company's securities (together, the "Investors") in separate exchanges for 11,000 shares of the Company's Series D Cumulative Convertible Preferred Stock (the "Series D Preferred Stock") and 22,000 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") in the aggregate.
Each transaction involved the issuance of twenty three 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 16 and 17, 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 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 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.
Item 3.03. Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Charter Amendments for One-for-Five Reverse Stock Split
On September 17, 2025, in connection with a one-for-five reverse stock split (the "Reverse Stock Split") of the Common Stock of the Company, to be effective on September 22, 2025, the Company filed two Articles of Amendment to its charter with the State Department of Assessments and Taxation of Maryland that provide for:
i.a one-for-five Reverse Stock Split of the Common Stock, to be effective at 5:00 p.m. Eastern Time (the "Effective Time") on September 22, 2025 (the "First Amendment"); and
ii.the par value of the Common Stock to be decreased from $0.05 per share (as a result of the one-for-five Reverse Stock Split) to $0.01 per share, to be effective at 5:01 p.m. Eastern Time on September 22, 2025 (the "Second Amendment").
Pursuant to the First Amendment, no fractional shares will be issued in connection with the Reverse Stock Split; rather, stockholders who would have otherwise been issued a fractional share of the Common Stock as a result of the Reverse Stock Split will instead receive a cash payment in lieu of such fractional share in an amount equal to the applicable fraction multiplied by the closing price of the Company's Common Stock on The Nasdaq Capital Market on September 22, 2025 (as adjusted for the Reverse Stock Split), without any interest.
The foregoing descriptions of the amendments to the Company's charter do not purport to be complete and are qualified in their entirety by reference to each amendment, copies of which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Effect of Reverse Stock Split on Common Stock
At the market open on September 23, 2025 (the first business day after the Effective Time), the Common Stock will begin trading on a split-adjusted basis on The Nasdaq Capital Market under a new CUSIP number (963025796).
The Reverse Stock Split will apply to all of the outstanding shares of Common Stock as of the Effective Time. It therefore will not affect any particular stockholder's relative ownership percentage of shares of Common Stock, except for de minimischanges resulting from the payment of cash in lieu of fractional shares. The Reverse Stock Split will also not affect the relative voting or other rights that accompany the shares of Common Stock, except to the extent that it results from a stockholder receiving cash in lieu of fractional shares. There will be no change to the number of authorized shares of the Common Stock as a result of the Reverse Stock Split.
As of September 17, 2025, the Company had 4,734,970 shares of Common Stock outstanding and anticipates having approximately 946,994 shares of Common Stock outstanding post-Reverse Stock Split.
The Company's trading symbol will remain unchanged, but the CUSIP number for the Company's registered Common Stock will be changed to 963025796.
In connection with the Reverse Stock Split, adjustments will be made to the number of shares of Common Stock issuable upon conversion of the Company's convertible securities.
Effect of Reverse Stock Split on 7.00% Subordinated Convertible Notes Due 2031
As a result of the Reverse Stock Split, pursuant to and in accordance with Section 14.05(c) of that certain indenture, dated as of August 13, 2021, between the Company and Wilmington Savings Fund Society, FSB as trustee, pertaining to the Company's 7.00% subordinated convertible notes due 2031(the "Notes"), the conversion rate of the Notes will be proportionately reduced from approximately 25.47 shares of Common Stock per each $25.00 principal amount of the Notes to approximately 5.09 shares of Common Stock per each $25.00 principal amount of the Notes.
Effect of Reverse Stock Split on Preferred Stock
As a result of the Reverse Stock Split, the conversion price of the Company's Series B Convertible Preferred Stock will proportionally increase from $40,320,000 per share of Common Stock to $201,600,000 per share of Common Stock, and one (1) share of Series B Convertible Preferred Stock will be convertible into approximately 0.0000001 shares of Common Stock.
As a result of the Reverse Stock Split, the conversion price of the Company's Series D Cumulative Convertible Preferred Stock will proportionally increase from $17,095,680 per share of Common Stock to $85,478,400 per share of Common Stock, and one (1) share of Series D Cumulative Convertible Preferred Stock will be convertible into approximately 0.0000003shares of Common Stock.
Wheeler Real Estate Investment Trust Inc. published this content on September 17, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on September 17, 2025 at 20:02 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]