Current Report Filing (8-k)
December 23 2020 - 4:43PM
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2020-12-23
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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): December 23, 2020
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
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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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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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. ☐
Tender
Offer
On
December 23, 2020, Wheeler Real Estate Investment Trust, Inc. (the “Company”) issued a press release announcing
that it plans to commence on December 23, 2020 a “modified Dutch auction” tender offer to purchase up to $19
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 attached hereto 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.
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Item
9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits. The following Exhibit is furnished as part of this Report on Form 8-K:
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: December 23, 2020
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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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2
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