Current Report Filing (8-k)
23 8월 2022 - 5:52AM
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of report (date of earliest event reported): August 22, 2022
WHEELER
REAL ESTATE INVESTMENT TRUST, INC.
(Exact
name of registrant as specified in its charter)
| Maryland |
|
001-35713 |
|
45-2681082 |
(State
or other jurisdiction of
incorporation or organization) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
2529
Virginia Beach Blvd.,
Virginia Beach, VA |
|
23452 |
| (Address
of principal executive offices) |
|
(Zip
code) |
Registrant’s
telephone number, including area code: (757) 627-9088
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, $0.01 par value per share |
|
WHLR |
|
Nasdaq
Capital Market |
| Series
B Convertible Preferred Stock |
|
WHLRP |
|
Nasdaq
Capital Market |
| Series
D Cumulative Convertible Preferred Stock |
|
WHLRD |
|
Nasdaq
Capital Market |
| 7.00%
Senior Subordinated Convertible Notes due 2031 |
|
WHLRL |
|
Nasdaq
Capital Market |
Item
7.01 Regulation FD Disclosure
On
August 22, 2022, Wheeler Real Estate Investment Trust, Inc. (the “Company” or “Wheeler”) issued a press release
announcing the closing of its previously announced merger with Cedar Realty Trust, Inc. (“Cedar”).
As
a result of the merger, Wheeler has acquired all of the outstanding shares of Cedar’s common stock, which will no longer be publicly
traded on the NYSE. Cedar’s outstanding 7.25% Series B Preferred Stock and 6.50% Series C Preferred Stock remain outstanding and
will continue to trade on the NYSE.
A
copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.
The
information included in this Current Report on Form 8-K under this Item 7.01 shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or Securities
Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
| Date:
August 22, 2022 |
Wheeler
Real Estate Investment Trust, Inc. |
| |
|
| |
By: |
/s/
M. Andrew Franklin |
| |
|
Name: |
M. Andrew Franklin |
| |
|
Title: |
Chief Executive Officer and President |
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