Written Communication Relating to an Issuer or Third Party (sc To-c)
19 Abril 2021 - 7:13AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of report (date of earliest event reported):
April 19, 2021
WHEELER REAL ESTATE INVESTMENT TRUST,
INC.
(Exact name of registrant as specified in its charter)
Maryland
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001-35713
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45-2681082
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(IRS Employer
Identification No.)
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2529 Virginia Beach Blvd., Suite 200
Virginia Beach, VA
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23452
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(Address of principal executive offices)
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(Zip code)
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Registrant’s telephone number, including
area code: (757) 627-9088
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☐
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
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☒
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.01 par value per share
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WHLR
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Nasdaq Capital Market
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Series B Convertible Preferred Stock
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WHLRP
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Nasdaq Capital Market
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Series D Cumulative Convertible Preferred Stock
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WHLRD
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Nasdaq Capital Market
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company ☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
Tender Offer
On April 19, 2021, Wheeler
Real Estate Investment Trust, Inc. (the “Company”) issued a press release announcing that it plans to commence on April 19,
2021 a “modified Dutch auction” tender offer to purchase up to $12 million in value of shares of its Series D Cumulative Convertible
Preferred Stock, no par value per share (the “Series D Shares”), at a price not greater than $18.00 nor less than $15.50 per
Series D Share, to the sellers in cash, less any applicable withholding taxes and without interest. A copy of the press release is furnished
as Exhibit 99.1 to this Current Report and is incorporated herein by reference. The tender offer will commence upon the filing by the
Company of a tender offer statement on Schedule TO.
Tender Offer Statement
The tender offer described
in Exhibit 99.1 (the “Offer”) has not yet commenced. The press release included as Exhibit 99.1 is for informational purposes
only. The press release is not a recommendation to buy or sell the Series D Shares or any other securities, and it is neither an offer
to purchase nor a solicitation of an offer to sell the Series D Shares or any other securities. On the commencement of the Offer, the
Company will file a tender offer statement on Schedule TO, including an offer to purchase, letter of transmittal and related materials,
with the United States Securities and Exchange Commission (the “SEC”). The Offer will only be made pursuant to the offer to
purchase, letter of transmittal and related materials filed as a part of the Schedule TO. Stockholders should read carefully the offer
to purchase, letter of transmittal and related materials because they contain important information, including the various terms of, and
conditions to, the Offer. Once the Offer is commenced, stockholders will be able to obtain a free copy of the tender offer statement on
Schedule TO, the offer to purchase, letter of transmittal and other documents that the Company will be filing with the SEC at the SEC’s
website at www.sec.gov or from the Company’s website at https://ir.whlr.us/ or from the information agent for the tender offer.
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits.
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 thereunto duly authorized.
Date: April 19, 2021
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Wheeler Real Estate Investment Trust, Inc.
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By:
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/s/ Daniel Khoshaba
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Daniel Khoshaba
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President and CEO
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