Business Context and Reporting Period
This Form 8-K Current Report was filed by Wheeler Real Estate Investment Trust, Inc. (WHLR) on December 13, 2023, covering events occurring on December 7, 2023, and December 12, 2023. The Company is a real estate investment trust incorporated in Maryland with its principal executive offices in Virginia Beach, VA. Its securities, including Common Stock (WHLR), Series B and Series D Preferred Stock, and Subordinated Convertible Notes, are listed on the Nasdaq Capital Market.
Key Financial Metrics
This filing is a current report regarding corporate governance and listing status; it does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The filing text does not provide a clear value for any financial performance metrics.
Material Changes and Listing Status
On December 7, 2023, the Company received a notification from Nasdaq stating it is not in compliance with the minimum bid price requirement (Nasdaq Listing Rule 5550(a)(2)), which mandates a minimum bid price of $1.00 per share. This deficiency exists because the stock price has remained below $1.00 for 30 consecutive business days. While the Common Stock continues to trade, an indicator of non-compliance will be displayed on market data platforms.
Outlook, Management Commentary, and Risks
- Compliance Periods: The Company has an initial 180-day compliance period ending June 4, 2024, to regain compliance. Compliance is achieved if the closing bid price is at or above $1.00 for 10 consecutive business days.
- Second Compliance Period: If the first period is unsuccessful, the Company may be granted a second 180-day period, contingent on meeting the market value of publicly held shares requirement (at least $1 million) and other initial listing standards.
- Management Action: The Company intends to monitor the stock price and evaluate all options to regain compliance, which may include implementing a reverse stock split.
- Delisting Risk: If compliance is not achieved within the allotted periods, Nasdaq may issue a Staff Delisting Determination. The Company may appeal this to a Hearings Panel, but failure to appeal or a negative panel decision could result in the suspension of trading and delisting from the Nasdaq Capital Market.
- Other Events: On December 12, 2023, the Company updated its website with FAQs regarding the redemption of Series D Cumulative Convertible Preferred Stock.
Investor Verification Checklist
- Verify the current closing bid price of WHLR Common Stock to assess proximity to the $1.00 compliance threshold.
- Monitor the Company's announcements regarding the potential implementation of a reverse stock split.
- Review the updated Series D Preferred Stock Redemption FAQs filed as Exhibit 99.1 for details on redemption procedures.
- Track the Company's progress toward the June 4, 2024, deadline for the first compliance period.
- Assess the risk of delisting and its potential impact on liquidity and trading venue if the Company fails to regain compliance.