Business Context and Reporting Period
This Form 8-K Current Report is filed by Wheeler Real Estate Investment Trust, Inc. (WHLR) for the reporting period ending June 28, 2024. The Company is a Maryland corporation with its principal executive offices in Virginia Beach, VA. Its securities, including Common Stock (WHLR), Series B Convertible Preferred Stock (WHLRP), Series D Cumulative Convertible Preferred Stock (WHLRD), and 7.00% Subordinated Convertible Notes due 2031 (WHLRL), are registered on the Nasdaq Capital Market.
Key Financial Metrics
This filing is a current report regarding corporate governance and listing status events. It does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity metrics. The filing text does not provide a clear value for any financial performance indicators.
Material Changes and Listing Status
- Nasdaq Listing Deficiency: On June 28, 2024, the Company received a notice from Nasdaq stating it is not in compliance with Listing Rule 5550(a)(4) due to having fewer than the required 500,000 "Publicly Held Shares."
- Immediate Impact: The Common Stock continues to trade on the Nasdaq Capital Market under the symbol "WHLR," but a non-compliance indicator will be broadcast via market data networks.
- Compliance Deadline: The Company must submit a specific plan to achieve and sustain compliance to Nasdaq by July 12, 2024.
- Appeal Rights: If the compliance plan is not accepted, the Company may appeal to a Nasdaq hearings panel, which may stay suspension or delisting actions pending a decision.
Guidance, Outlook, and Other Events
- Registration Statement Filed: On July 1, 2024, the Company filed a Form S-11 Registration Statement to register 20,704,217 shares of Common Stock. These shares are issuable upon future redemptions and conversions of the Series D Cumulative Convertible Preferred Stock.
- Settlement Intent: The Company anticipates issuing registered Common Stock to settle future monthly Series D Preferred Stock redemptions once the Registration Statement is declared effective.
- Updated Redemption FAQs: The Company updated its website FAQs to explain the process for holders of previously issued unregistered Common Stock (from December 2023, January 2024, and February 2024 redemptions) to remove share restrictions if Rule 144 conditions are met.
- Forward-Looking Statements: The filing includes standard disclaimers that forward-looking statements are subject to risks and uncertainties and are not guarantees of future performance.
Investor Verification Checklist
- Verify the Company's submission of a compliance plan to Nasdaq by the July 12, 2024 deadline.
- Monitor the status of the Form S-11 Registration Statement for effectiveness to confirm the ability to issue registered shares for Series D redemptions.
- Review the updated Redemption FAQs on the Company's investor relations website for details on removing restrictions from unregistered shares.
- Watch for any further communications from Nasdaq regarding the potential suspension or delisting of the Common Stock if compliance is not achieved.