Business Context and Reporting Period
Company: Wheeler Real Estate Investment Trust, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: May 4, 2018 (Earliest event reported: May 3, 2018)
Subject: Amendment to Articles of Incorporation regarding Series D Cumulative Convertible Preferred Stock.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document is a legal notice regarding a correction to the company's charter documents.
Material Changes
The Company filed a Certificate of Correction with the State Department of Assessments and Taxation of Maryland (SDAT) on May 3, 2018. This action corrected an inadvertent omission in the Articles Supplementary for the Series D Preferred Stock, originally filed in September 2016.
- Correction Detail: Section 10(a) (Mandatory Redemption for Asset Coverage) was amended to include "accumulated amortization" in the asset coverage calculation formula.
- Previous Formula: Total assets plus accumulated depreciation minus total liabilities.
- Corrected Formula: Total assets plus accumulated depreciation and accumulated amortization minus total liabilities.
- Effective Date: The correction became effective immediately upon filing.
Guidance, Outlook, and Risks
The filing contains no management commentary, financial guidance, outlook, or discussion of risks and contingencies. The document strictly addresses the technical correction of the asset coverage definition for the Series D Preferred Stock.
Investor Verification Checklist
- Verify the full text of the Certificate of Correction (Exhibit 3.1) to confirm the exact legal wording of the asset coverage formula.
- Review the original Articles Supplementary from September 16, 2016, to understand the context of the omitted term.
- Assess the potential impact of including "accumulated amortization" on the Company's ability to maintain the required 200% asset coverage ratio for the Series D Preferred Stock.
- Confirm that no other sections of the Articles Supplementary require similar corrections.