Current Report Filing (8-k)
22 Julio 2021 - 7:17AM
Edgar (US Regulatory)
0001527541
false
0001527541
2021-07-21
2021-07-21
0001527541
WHLR:CommonStock0.01ParValuePerShareMember
2021-07-21
2021-07-21
0001527541
WHLR:SeriesBConvertiblePreferredStockMember
2021-07-21
2021-07-21
0001527541
WHLR:SeriesDCumulativeConvertiblePreferredStockMember
2021-07-21
2021-07-21
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): July 22, 2021
WHEELER
REAL ESTATE INVESTMENT TRUST, INC.
(Exact
name of registrant as specified in its charter)
Maryland
|
|
001-35713
|
|
45-2681082
|
(State
or other jurisdiction
of incorporation or organization)
|
|
(Commission
File Number)
|
|
(IRS
Employer
Identification No.)
|
2529
Virginia Beach Blvd.
Virginia Beach, VA
|
|
23452
|
(Address
of principal executive offices)
|
|
(Zip
code)
|
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 obligations of the registrant under
any of the following provisions:
|
☐
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
☐
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
☐
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
☐
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
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. ☐
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
|
|
Trading
Symbol(s)
|
|
Name
of each exchange on which registered
|
Common
Stock, $0.01 par value per share
|
|
WHLR
|
|
Nasdaq
Capital Market
|
Series
B Convertible Preferred Stock
|
|
WHLRP
|
|
Nasdaq
Capital Market
|
Series
D Cumulative Convertible Preferred Stock
|
|
WHLRD
|
|
Nasdaq
Capital Market
|
Item
8.01 Other Events.
On
July 22, 2021, Wheeler Real Estate Investment Trust, Inc. (the “Company”) announced it will commence its rights offering (the
“rights offering”) to eligible stockholders of the Company for the purchase of up to approximately $30 million in aggregate
principal amount of the Company’s 7.00% senior subordinated convertible notes due 2031 (the “Notes”).
Pursuant
to the rights offering, holders of the Company’s common stock (each, a “holder” and collectively, the “holders”)
as of 5:00 p.m., New York City time, on June 1, 2021 (the “record date”) are receiving non-transferable subscription rights
(the “rights”) to purchase Notes. Each holder will receive one (1) right for every eight (8) shares of common stock owned
of record as of the record date. Each right allows the holder thereof to subscribe for $25.00 principal amount of Notes (the “basic
subscription privilege”). Rights holders who fully exercise their basic subscription privilege will be entitled to subscribe for
additional Notes that remain unsubscribed as a result of any unexercised basic subscription privileges (the “over-subscription
privilege”). The rights offering expires at 5:00 p.m., New York City time, on August 13, 2021, unless extended or earlier terminated
by the Company.
The
rights offering is being made pursuant to the Company’s Registration Statement on Form S-11 (File No. 333- 256699) that became
effective on July 21, 2021. The rights offering will be made only by means of the final prospectus, which will be filed with the
SEC and copies of which will be mailed to all eligible record date stockholders and can be accessed through the SEC’s website at
www.sec.gov. A copy of the prospectus may also be obtained from the information agent, Equiniti (US) Services LLC, toll free at (833)
503-4130, by email at proxyinfo@equiniti.com or by mail at 275 Madison Avenue, New York, NY 10016. Additional information regarding the
rights offering will be set forth in the prospectus.
On
July 22, 2021, the Company issued a press release in connection with the rights offering. A copy of the press release is filed as Exhibit
99.1 to this Current Report on Form 8-K and is incorporated
herein by reference. The foregoing descriptions of 99.1 does not purport to be complete
and each are qualified in their entirety by reference to the full text of the exhibit.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
SIGNATURE
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 hereunto duly authorized.
|
WHEELER
REAL ESTATE INVESTMENT TRUST, INC.
|
|
|
|
|
By:
|
/s/
M. Andrew Franklin
|
|
Name:
|
M.
Andrew Franklin
|
|
Title:
|
Interim
Chief Executive Officer
|
Date:
July 22, 2021
2
Wheeler Real Estate Inve... (NASDAQ:WHLR)
Gráfica de Acción Histórica
De Mar 2024 a Abr 2024
Wheeler Real Estate Inve... (NASDAQ:WHLR)
Gráfica de Acción Histórica
De Abr 2023 a Abr 2024
Real-Time news about Wheeler Real Estate Investment Trust Inc (NASDAQ): 0 recent articles
Más de Wheeler Real Estate Investment Trust, Inc. Artículos de Noticias