Current Report Filing (8-k)
August 17 2021 - 8:11AM
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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): August 13, 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.
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 obligations of the registrant under
any of the following provisions:
☐
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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 5.02
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DEPARTURE OF CERTAIN
OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
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On
August 13, 2021, Wheeler Real Estate Investment Trust, Inc. (the “Company”) entered into an Amended and Restated Employment
Agreement with Crystal Plum, the Company’s Chief Financial Officer (the “Plum Agreement”), for a three-year
term. Pursuant to the Plum Agreement, Ms. Plum will be provided with an annual base salary of no less than $250,000 and Ms. Plum will
be eligible to participate in any bonus, incentive, or other compensation plans available to the Company’s executives in accordance
with their terms. If Ms. Plum’s employment is terminated during the term of the Plum Agreement either by the Company without “cause”
or by Ms. Plum for “good reason” (each as defined in the Plum Agreement), Ms. Plum would be eligible to receive the following
severance payments and benefits subject to her execution of a release of claims: (i) 12 months of continued base salary; (ii) up to 12
months of health insurance continuation coverage; and (iii) additional vesting of Ms. Plum’s Initial Equity Award (as defined and
described below). Under the Plum Agreement, Ms. Plum is also subject to a perpetual nondisclosure covenant; a non-solicit of employees,
service providers, and customers that applies during Ms. Plum’s employment and for 18 months thereafter; a non-compete that applies
during Ms. Plum’s employment and for 12 months thereafter; and a customary non-disparagement covenant.
In
connection with the Plum Agreement, the Company granted to Ms. Plum a one-time grant of 20,000 shares of restricted stock (the “Initial
Equity Award”), subject to vesting as follows: (x) 5,000 shares were vested immediately upon grant, and (y) the remaining 15,000
shares are subject to vesting in three equal installments on each anniversary of the grant date (each, a “Vesting Date”),
subject to both (1) Ms. Plum’s continued employment through the applicable Vesting Date (except as described below) and (2) the
average closing price per share of the Company’s common stock over all trading days in any consecutive 20-business day period during
the three-year period following the grant date (the “Performance Period”) being equal to or greater than $6.25 (the
“Price Target”). However, if Ms. Plum’s employment is terminated without “cause” or Ms. Plum resigns
for “good reason” (in each case, as defined in the Plum Agreement), Ms. Plum will remain eligible to vest in a prorated portion
of the Initial Equity Award scheduled to vest on the next scheduled Vesting Date (in addition to any portion of the Initial Equity Award
that was scheduled to vest on previously elapsed Vesting Dates), subject to achievement of the Price Target during the Performance Period.
The
foregoing summary of the Plum Agreement does not purport to be complete and is qualified its entirety by reference to the full text of
the Plum Agreement, which is filed as Exhibit 10.1 hereto and incorporated by reference herein.
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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 and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
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WHEELER
REAL ESTATE INVESTMENT TRUST, INC.
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By:
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/s/ M. Andrew
Franklin
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Name:
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M. Andrew Franklin
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Title:
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Interim Chief Executive Officer
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Dated:
August 17, 2021
2
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