Item 8.01. Other Events.
On November 22, 2022, Wheeler
Real Estate Investment Trust, Inc. (the “Company”) commenced an offer to exchange, upon the terms and subject to the
conditions set forth in a prospectus/consent solicitation filed with the Securities and Exchange Commission (the “Prospectus/Consent
Solicitation”), any and all validly tendered, not validly withdrawn and validly accepted outstanding shares of our Series D
Cumulative Convertible Preferred Stock (the “Series D Preferred Stock”) for 6.00% Subordinated Notes due 2027 (the
“Exchange Notes” and such transaction, the “Exchange Offer”), to be newly issued by the Company.
In exchange for each share of
Series D Preferred Stock that is validly tendered on or prior to the Expiration Date and Time (as defined below), not validly withdrawn
and validly accepted by us for exchange, Series D Preferred Holders will be eligible to receive $16.00 in principal amount of Exchange
Notes.
Concurrently with and as an integral
part of the Exchange Offer, the Company is also soliciting consents (the “Consent Solicitation”) from holders of the
Series D Preferred Stock, upon the terms and subject to the conditions set forth in the Prospectus/Consent Solicitation, to certain amendments
(the “Proposed Amendments”) to the Company’s charter that will modify the terms of the Series D Preferred Stock.
By validly tendering Series D Preferred Stock into the Exchange Offer, holders will be deemed to have validly delivered a consent to the
Proposed Amendments with respect to such tendered Series D Preferred Stock.
The Exchange Offer and related
Consent Solicitation will expire at 11:59 p.m., New York City time, on December 22, 2022 (the “Expiration Date and Time”),
unless extended or earlier terminated by the Company.
No Offer or Solicitation
This Current Report on Form 8-K
is not intended and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation
of any vote or approval, nor shall there be any sale of securities in any jurisdiction or where such sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the “Securities Act”).
Important Cautions Regarding Forward-Looking
Statements
This Current Report on Form 8-K includes
forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934,
as amended (the “Exchange Act). Forward-looking statements are typically identified by the use of terms such as “may,”
“will,” “should,” “potential,” “predicts,” “anticipates,” “expects,”
“intends,” “plans,” “believes,” “seeks,” “estimates,” or the negative of such
terms and variations of these words and similar expressions. Statements in this Current Report on Form 8-K regarding the terms and timing
of the Exchange Offer and Consent Solicitation are forward-looking statements.
Forward-looking statements, by their nature, involve
estimates, projections, goals, forecasts and assumptions and are subject to risks and uncertainties that could cause actual results to
differ materially from those projected or contemplated by our forward-looking statements due to various factors, including, among others:
the ongoing adverse effect and the ultimate duration of the COVID-19 pandemic, and federal, state, and/or local regulatory guidelines
and private business actions to control it, on the Company’s financial condition, operating results and cash flows, the Company’s
tenants and their customers, the use of and demand for retail space, the real estate market in which the Company operates, the U.S. economy,
the global economy and the financial markets; the level of rental revenue we achieve from our assets and our ability to collect rents;
the state of the U.S. economy generally, or specifically in the Southeast, Mid-Atlantic and Northeast where our properties are geographically
concentrated; consumer spending and confidence trends; tenant bankruptcies; availability, terms and deployment of capital; general volatility
of the capital markets and the market price of our common and preferred stock; the degree and nature of our competition; changes in governmental
regulations, accounting rules, tax rates and similar matters; litigation risks; lease-up risks; increases in the Company’s financing
and other costs as a result of changes in interest rates and other factors, including the discontinuation of the London Interbank Offered
Rate; inability to successfully integrate the acquisition of Cedar Realty Trust, Inc.; inability to complete the Exchange Offer and Consent
Solicitation; changes in our ability to obtain and maintain financing; damage to the Company’s properties from catastrophic weather
and other natural events, and the physical effects of climate change; information technology security breaches; the Company’s ability
and willingness to maintain its qualification as a real estate investment trust in light of economic, market, legal, tax and other considerations;
the impact of e-commerce on our tenants’ business; and inability to generate sufficient cash flows due to market conditions, competition,
uninsured losses, changes in tax or other applicable law; and other factors discussed from time to time in our news releases, public statements
and documents filed by us with the SEC from time to time, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K. These forward-looking statements and such risks, uncertainties and other factors speak only as of the date
of this Current Report on Form 8-K, and we expressly disclaim any obligation or undertaking to update or revise any forward-looking statement
contained herein, to reflect any change in our expectations with regard thereto or any other change in events, conditions or circumstances
on which any such statement is based, except to the extent otherwise required by applicable law.
Additional Information about
the Exchange Offer and Consent Solicitation and Where to Find it
In connection with the Exchange Offer and Consent Solicitation, the
Company filed with the Securities and Exchange Commission (“SEC”) a Registration Statement on Form S-4 on November
1, 2022 (as amended on November 18, 2022) (the “Registration Statement”). The Registration Statement was
declared effective by the SEC on November 21, 2022. The Company filed the Prospectus/Consent
Solicitation with the SEC on November 22, 2022. The Company also filed with the SEC a joint statement on Schedule TO/13E-3 (the “Schedule
TO/13E-3”) for the Exchange Offer and Consent Solicitation. The Company commenced mailing the Prospectus/Consent Solicitation
to holders of the Series D Preferred Stock on or about November 22, 2022. The Company intends to file other relevant documents with the
SEC regarding the Exchange Offer and Consent Solicitation. This Form 8-K is not a substitute for the Prospectus/Consent Solicitation,
Registration Statement, Schedule TO/13E-3 or any other document that the Company may file with the SEC. INVESTORS AND STOCKHOLDERS ARE
URGED TO READ THE REGISTRATION STATEMENT, THE SCHEDULE TO/13E-3, THE PROSPECTUS/CONSENT SOLICITATION, AND ANY OTHER RELEVANT DOCUMENTS
THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY
CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE EXCHANGE OFFER AND CONSENT SOLICITATION. Investors and stockholders
are able to obtain free copies of the Registration Statement, the Schedule TO/13E-3 and the Prospectus/Consent Solicitation and all other
documents containing important information about the Company and the Exchange Offer and Consent Solicitation, once such documents are
filed with the SEC through the website maintained by the SEC at www.sec.gov. The Prospectus/Consent Solicitation included
in the Registration Statement and additional copies of the Prospectus/Consent Solicitation will be available for free from the Company.
