As filed with the Securities and Exchange Commission on March 6, 2024
Registration No. 333-274329
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT No. 1
to
FORM S-11
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES
WHEELER REAL ESTATE INVESTMENT TRUST, INC.
(Exact name of registrant as specified in governing
instruments)
2529 Virginia Beach Blvd.
Virginia Beach, Virginia 23452
(757) 627-9088
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Kaufman & Canoles, P.C.
150 W. Main Street, Suite 2100
Norfolk, VA 23510
(757) 624-3000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Daniel P. Raglan, Esq.
Cadwalader, Wickersham & Taft LLP
200 Liberty Street
New York, NY 10281
(212) 504-6000
Approximate date of commencement
of proposed sale to the public: From time to time after the effective date of this Registration Statement.
If any of the securities being
registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check
the following box. ☒
If this Form is filed to register
additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective
amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective
amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. ☒ Registration No. 333-274329
If delivery of the prospectus
is expected to be made pursuant to Rule 434, check the following box. ☐
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:
Large accelerated filer |
☐ |
Accelerated filer |
☐ |
Non-accelerated filer |
☒ |
Smaller reporting company |
☒ |
|
|
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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This
Post-Effective Amendment No. 1 to the Registration Statement on Form S-11 (Registration No. 333- 274329) is
filed pursuant to Rule 462(d) solely to add exhibits not previously filed with respect to such Registration Statement.
PART II
Information Not Required
In Prospectus
Item 36. Financial Statements
and Exhibits.
(b) Exhibits.
The following exhibit is filed as part of
this Registration Statement:
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing this Form S-11 and has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Virginia Beach, State of Virginia, on March 6, 2024.
|
WHEELER REAL ESTATE INVESTMENT TRUST, INC. |
|
By: |
/s/ M. Andrew Franklin |
|
|
M. Andrew Franklin |
|
|
Chief Executive Officer and President
(Principal Executive Officer) |
|
By: |
/s/ Crystal Plum |
|
|
Crystal Plum |
|
|
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer) |
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons
on behalf of the Company and in the capacities and on the dates indicated.
Name |
|
Title |
|
Date |
|
|
|
|
|
/s/
M. Andrew Franklin |
|
Chief
Executive Officer and |
|
|
M.
Andrew Franklin |
|
President
(Principal Executive Officer) |
|
March
6, 2024 |
|
|
|
|
|
/s/
Crystal Plum |
|
Chief
Financial Officer |
|
|
Crystal Plum |
|
(Principal Financial Officer
and
Principal Accounting Officer) |
|
March 6, 2024 |
|
|
|
|
|
* |
|
|
|
|
Stefani
D. Carter |
|
Chair
of the Board |
|
March
6, 2024 |
|
|
|
|
|
* |
|
|
|
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E.J.
Borrack |
|
Director |
|
March
6, 2024 |
|
|
|
|
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* |
|
|
|
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Kerry
G. Campbell |
|
Director |
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March
6, 2024 |
|
|
|
|
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* |
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Saverio
M. Flemma |
|
Director |
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March
6, 2024 |
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* |
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Megan
Parisi |
|
Director |
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March
6, 2024 |
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* |
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Dennis
Pollack |
|
Director |
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March
6, 2024 |
|
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* |
|
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Joseph
D. Stilwell |
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Director |
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March
6, 2024 |
*By: |
/s/ M. Andrew Franklin |
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March 6, 2024 |
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M. Andrew Franklin, |
|
|
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Attorney-in-Fact |
|
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II-2
Exhibit 23.1
Consent of Independent Registered Public Accounting
Firm
Wheeler Real Estate Investment Trust, Inc. and
Subsidiaries
Virginia Beach, Virginia
We hereby consent to the use in the Supplement
dated March 6, 2024 to the Prospectus related to Post-Effective Amendment No. 1 to the Registration
Statement (File No. 333-274329) on Form S-11 of our report dated March 5, 2024, relating to the consolidated financial statements
and consolidated financial statement schedules as of December 31, 2023 and 2022 and for each of the years in the two-year period ended
December 31, 2023, which appears in the Company’s Annual Report on Form 10-K, and to the reference to our firm under the heading
“Experts”.
/s/ Cherry Bekaert LLP
Virginia Beach, Virginia
March 6, 2024
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