Business Context and Reporting Period
Company: Wheeler Real Estate Investment Trust, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: October 8, 2024
Reporting Period: Specific event date of October 8, 2024.
Key Financial Metrics
This filing reports a specific securities transaction rather than periodic financial performance. Consequently, the filing text does not provide values for revenue, profit, cash flow, margins, debt, or liquidity.
- Cash Proceeds: $0 (The Company did not receive any cash proceeds).
- Transaction Type: Unregistered exchange of securities.
Material Changes
On October 8, 2024, the Company executed an exchange of securities with an unaffiliated holder:
- Issued: 88,000 shares of Common Stock ($0.01 par value).
- Received and Retired: 22,000 shares of Series D Cumulative Convertible Preferred Stock and 22,000 shares of Series B Convertible Preferred Stock.
- Result: The exchanged Preferred Stock shares have been retired and cancelled.
Guidance, Outlook, and Risks
The filing does not contain management guidance, outlook, or discussion of general risks. The transaction was executed under the exemption from registration requirements contained in Section 3(a)(9) of the Securities Act of 1933, as it constituted an exchange with an existing holder without the payment of commissions. The report explicitly states it does not constitute an offer to exchange any other securities.
Investor Verification Checklist
- Verify the retirement and cancellation of 44,000 total shares of Preferred Stock (Series B and Series D).
- Confirm the issuance of 88,000 new shares of Common Stock to the specific investor.
- Review the impact of this exchange on the Company's capital structure and weighted average shares outstanding.
- Check for any subsequent filings regarding the investor's status or further exchanges.