Wheeler Real Estate Investment Trust Inc.
12/04/2025 | Press release | Distributed by Public on 12/04/2025 07:09
Private Placement (Form 8-K)
Item 3.02 Unregistered Sales of Equity Securities
On December 1, 2025, Wheeler Real Estate Investment Trust, Inc. (the "Company") agreed to issue 56,000 shares of its common stock, $0.01 par value per share (the "Common Stock"), to an unaffiliated holder of the Company's securities (the "Investor") in exchange for 4,000 shares of the Company's Series D Cumulative Convertible Preferred Stock (the "Series D Preferred Stock") and 8,000 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").
The transaction involved the issuance of fourteen 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 transaction occurred on December 1 and 2, 2025.
The Company did not receive any cash proceeds in the transaction, and the shares of the Preferred Stock exchanged have been retired and cancelled.
The Company issued the Common Stock to the Investor 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 Investor constituted an exchange with an existing holder of the Company's securities, and no commission or other remuneration was paid or given directly or indirectly for soliciting such transaction.
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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