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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): January 16, 2025
 WHEELER REAL ESTATE INVESTMENT TRUST, INC.
(Exact name of registrant as specified in its charter)  
Maryland 001-3571345-2681082
(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 StockWHLRD
Nasdaq Capital Market
7.00% Subordinated Convertible Notes due 2031WHLRL
Nasdaq Capital Market



Item 3.02 Unregistered Sales of Equity Securities

On January 16, 2025, Wheeler Real Estate Investment Trust, Inc. (the “Company”) agreed to issue an aggregate amount of 1,071,200 shares of its common stock, $0.01 par value per share (the “Common Stock”) to six unaffiliated holders of the Company’s securities (collectively, the “Investors”) in separate exchanges for an aggregate amount of 82,400 shares of the Company’s Series D Cumulative Convertible Preferred Stock (the “Series D Preferred Stock”) and 82,400 shares of the Company's Series B Convertible Preferred Stock (the “Series B Preferred Stock” and, together with the Series D Preferred Stock, the “Preferred Stock”) with the Investors (collectively, the “Exchanges”). Each Exchange involved the issuance of 13 shares of Common Stock in exchange for one share of Series B Preferred Stock and one share of Series D Preferred Stock. The settlement of the Exchanges occurred on January 16 and 17, 2025. The Company did not receive any cash proceeds as a result of the Exchanges, and the shares of the Preferred Stock exchanged have been retired and cancelled.

The Company issued the Common Stock to the Investors under the Exchanges in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 3(a)(9) of the Securities Act on the basis that the issuance of Common Stock to the Investors constituted an exchange with existing holders of the Company’s securities, and no commission or other remuneration was paid or given directly or indirectly for soliciting such transactions.

This Current Report on Form 8-K does not constitute an offer to exchange any securities of the Company for the Common Stock, the Series D Preferred Stock, the Series B Preferred Stock or other securities of the Company.


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 hereunto duly authorized.
 
WHEELER REAL ESTATE INVESTMENT TRUST, INC.
By: /s/ Crystal Plum
 Name: Crystal Plum
 Title: Chief Financial Officer

Dated: January 21, 2025


v3.24.4
Cover
Jan. 16, 2025
Document Information [Line Items]  
Document Type 8-K
Document Period End Date Jan. 16, 2025
Entity Registrant Name WHEELER REAL ESTATE INVESTMENT TRUST, INC.
Entity Incorporation, State or Country Code MD
Entity File Number 001-35713
Entity Tax Identification Number 45-2681082
Entity Address, Address Line One 2529 Virginia Beach Blvd
Entity Address, City or Town Virginia Beach
Entity Address, State or Province VA
Entity Address, Postal Zip Code 23452
City Area Code 757
Local Phone Number 627-9088
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0001527541
Amendment Flag false
Common Stock, $0.01 par value per share  
Document Information [Line Items]  
Title of 12(b) Security Common Stock, $0.01 par value per share
Trading Symbol WHLR
Security Exchange Name NASDAQ
Series B Convertible Preferred Stock  
Document Information [Line Items]  
Title of 12(b) Security Series B Convertible Preferred Stock
Trading Symbol WHLRP
Security Exchange Name NASDAQ
Series D Cumulative Convertible Preferred Stock  
Document Information [Line Items]  
Title of 12(b) Security Series D Cumulative Convertible Preferred Stock
Trading Symbol WHLRD
Security Exchange Name NASDAQ
7.00% Subordinated Convertible Notes due 2031  
Document Information [Line Items]  
Title of 12(b) Security 7.00% Subordinated Convertible Notes due 2031
Trading Symbol WHLRL
Security Exchange Name NASDAQ
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