Business Context and Reporting Period
This Form 8-K filing by Wheeler Real Estate Investment Trust, Inc. (WHLR) is dated June 26, 2023. The report addresses a notification received from The Nasdaq Stock Market LLC regarding the Company's compliance with listing standards.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on regulatory compliance status regarding stock listing requirements.
Material Changes
The Company received a formal notice from Nasdaq stating it is not in compliance with Nasdaq Listing Rule 5550(a)(2) (the "Bid Price Rule"). This rule requires listed securities to maintain a minimum bid price of $1.00 per share. The deficiency exists because the closing bid price has remained below $1.00 for 30 consecutive business days. The Company's 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) continue to trade on the Nasdaq Capital Market pending resolution.
Guidance, Outlook, and Risks
- Compliance Timeline: The Company has an initial 180-day compliance period ending December 26, 2023, to regain compliance. Compliance is achieved if the closing bid price is at or above $1.00 per share for 10 consecutive business days.
- Second Compliance Period: If the initial period is unsuccessful, the Company may be granted a second 180-day period, provided it meets the market value of publicly held shares requirement (at least $1 million) and other initial listing standards.
- Proposed Actions: Management intends to monitor the stock price and evaluate all options to regain compliance, which may include implementing a reverse stock split.
- Risks: Failure to regain compliance within the allotted periods could result in a Staff Delisting Determination. If the Company fails to appeal or loses an appeal, the stock may be delisted from the Nasdaq Capital Market, which could have a material adverse impact on the Company.
Investor Verification Checklist
- Verify the current closing bid price of WHLR Common Stock to assess proximity to the $1.00 threshold.
- Monitor for announcements regarding a potential reverse stock split to address the bid price deficiency.
- Review the Company's market value of publicly held shares to determine eligibility for a second compliance period if the first is unsuccessful.
- Track the status of the 180-day compliance window ending December 26, 2023.