Wheeler Real Estate Investment Trust Inc.
01/21/2025 | Press release | Distributed by Public on 01/21/2025 06:18
Private Placement (Form 8-K)
Item 3.02 Unregistered Sales of Equity Securities
On January 16, 2025, Wheeler Real Estate Investment Trust, Inc. (the "Company") agreed to issue an aggregate amount of 1,071,200 shares of its common stock, $0.01 par value per share (the "Common Stock") to six unaffiliated holders of the Company's securities (collectively, the "Investors") in separate exchanges for an aggregate amount of 82,400 shares of the Company's Series D Cumulative Convertible Preferred Stock (the "Series D Preferred Stock") and 82,400 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") with the Investors (collectively, the "Exchanges"). Each Exchange involved the issuance of 13 shares of Common Stock in exchange for one share of Series B Preferred Stock and one share of Series D Preferred Stock. The settlement of the Exchanges occurred on January 16 and 17, 2025. The Company did not receive any cash proceeds as a result of the Exchanges, and the shares of the Preferred Stock exchanged have been retired and cancelled.
The Company issued the Common Stock to the Investors under the Exchanges 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.