Current Report Filing (8-k)
November 05 2021 - 5:23PM
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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): November
5, 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 number)
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2529 Virginia Beach Blvd.
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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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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
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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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7.00% Senior Subordinated Convertible Notes due 2031
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WHLRL
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Nasdaq Capital Market
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Item 5.03.
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On November 5, 2021, Wheeler Real Estate Investment Trust, Inc. (the
“Company”) amended its charter (the “Charter”) to remove the cumulative dividend rights of the Company’s
Series A Preferred Stock and Series B Convertible Preferred Stock and make conforming revisions to various provisions of the Charter relating
thereto. These amendments were discussed in the sections of the Company’s definitive proxy statement filed with the Securities and
Exchange Commission on October 4, 2021 entitled, “Proposal 1 — Series
A Amendment Proposal” and “Proposal 2 — Series B Amendment Proposal”.
A copy of the Articles of Amendment that, on November 5, 2021, were filed with the State Department of Assessments and Taxation of Maryland
to effect the Charter amendments is filed herewith as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by
reference.
Item 9.01.
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Financial Statements and Exhibits.
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(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.
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WHEELER REAL ESTATE INVESTMENT TRUST, INC.
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By:
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/s/ Crystal Plum
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Name:
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Crystal Plum
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Title:
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Chief Financial Officer
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Dated: November 5, 2021
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