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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): October 13, 2026
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 Preferred Stock |
|
WHLRP |
|
Nasdaq Capital Market |
| Series
D Cumulative Convertible Preferred Stock |
|
WHLRD |
|
Nasdaq Capital Market |
| 7.00% Subordinated Convertible Notes due 2031 |
|
WHLRL |
|
Nasdaq Capital Market |
Item 1.01 Entry into a Material Definitive Agreement.
Background
On October 13, 2026,
Wheeler Real Estate Investment Trust, Inc. (the “Company”) entered into a Note Purchase Agreement (the “Initial
Purchase Agreement”) with an unaffiliated investor (the “Initial Note Investor”), pursuant to which the
Company agreed to issue and sell to the Initial Note Investor a Promissory Note in the principal amount of $1,000,000.00 (the “Initial
Note”). Following the execution of the Initial Purchase Agreement and prior to the Company’s filing of the registration
statement for the Amortization Stock (as defined below), the Company may enter into Note Purchase Agreements (together with the Initial
Purchase Agreement, the “Purchase Agreements”) with other investors (together with the Initial Note Investor, the
“Note Investors”) providing for the issuance and sale of additional Notes (the “Additional Notes”,
and together with the Initial Note, the “Notes”). The Additional Notes will be issued on the same terms as the Initial
Note.
The Notes will be issued in denominations of $1,000,000.00 principal
amount and integral multiples thereof and in the aggregate principal amount of up to $25,000,000.00 (the “Maximum Aggregate Principal
Amount”).
The Notes will be issued on a date that is no later than the 5th
business day following the date on which all closing conditions (which include (i) the approval by the Company’s stockholders of
the issuance or potential issuance of more than 19.99% of outstanding shares of the Company’s common stock, $0.01 par value per
share (“Common Stock”) pursuant to the Notes in accordance with Nasdaq Listing Rule 5635(d) (the “Stockholder
Approval”), and (ii) the effectiveness of the registration statement) have been satisfied. The closings under the Purchase Agreements
will occur even if the Company issues and sells the Notes in an aggregate principal amount that is less than the Maximum Aggregate Principal
Amount.
Terms of the Notes
The Notes will
mature on the 18-month anniversary of their issuance date, and will bear interest at a rate of 0.00% per annum.
Beginning on the first trading day following the date of a Note’s
issuance and continuing on each subsequent trading day for so long as there is an outstanding principal amount on the Note, the Company
will make to a Note Investor, in repayment of the Note, an amortization payment equal to 0.4% of the Note’s original principal amount.
The Company will be entitled to change such amortization rate to a percentage that is equal to or
greater than 0.2% and not to exceed 0.6% of the original principal amount commencing with
the 1st trading day of the following calendar month by delivering a written notice to the Note Investor on or before
the 25th day of the prior calendar month.
The Company will
make these amortization payments by issuance to the Note Investors of shares of Common Stock (the “Amortization Stock”)
at a value equal to the closing price per share of the Common Stock on the Nasdaq Capital Market on the trading day immediately preceding
the applicable amortization payment date. However, if, at the time of the relevant amortization payment:
| ● | such value is less than $0.25 per share of Common Stock (the “Floor Price”); |
| ● | the Amortization Stock is not registered for resale on an effective registration statement; |
| ● | the Amortization Stock is not listed on the Nasdaq Capital Market; or |
| ● | the Amortization Stock is not DWAC eligible or is subject to a “DTC chill”; |
then such amortization
payment will be made in cash.
The Company will have the right to repay the outstanding principal
amount of the Notes or any portion thereof in cash, at any time and without penalty.
The Notes will
rank pari passu with each other, and the Company will not make any payment under the Notes except as will be shared ratably between
the Note Investors.
Beneficial Ownership Limitations
The relevant sections
of the Company’s charter provide that, subject to certain exceptions, no person or entity may actually or beneficially own, or be
deemed to own by virtue of the applicable constructive ownership provisions of the Internal Revenue Code of 1986, as amended, more than
9.8% (in value or in number of shares, whichever is more restrictive) of the aggregate of the outstanding shares of Common Stock, or 9.8%
in value of the aggregate of the outstanding shares of all classes and series of the Company’s stock, in each case excluding any
shares of Common Stock that are not treated as outstanding for U.S. federal income tax purposes.
If a Note Investor provides evidence
to the Company that the issuance of Amortization Stock to such Note Investor would exceed these ownership limits as they apply to that
investor, then the corresponding amortization payment will be made so as to comply with the relevant limits, whether through the provision
of an excepted holder limit, payment in cash, or otherwise (as determined by the Company in its sole discretion).
Terms of the Purchase Agreements
Under the Purchase Agreements,
the purchase price for each Note will be payable in shares of the Company’s Series D Cumulative Convertible Preferred Stock (the
“Series D Preferred Stock”). The number of shares of the Series D Preferred Stock to be delivered by each Note Investor
as consideration for a Note will be determined by dividing (i) the principal amount of such Note by (ii) the
Series D Preferred Stock liquidation preference of $25.00 per share, plus an amount equal to any accrued and unpaid dividends thereon
through the day immediately preceding the closing date under the Purchase Agreement.
The Company’s
obligation to close under the Purchase Agreements and to issue the Notes to the Note Investors will be subject to:
| ● | the Company’s receipt of the Stockholder Approval; and |
| ● | the effectiveness of the registration statement covering the resale of all of the shares of the Amortization
Stock issuable pursuant to the Notes. |
The Purchase Agreements will
not contain any conditions to the Note Investors’ obligations to close under the Purchase Agreements and to purchase the Notes.
Registration Rights Agreements
In connection with the Initial
Purchase Agreement, the Company also entered into a Registration Rights Agreement with the Initial Note Investor (the “Initial
Registration Rights Agreement”), and will enter into Registration Rights Agreements with any other Note Investors on the same
terms (together with the Initial Registration Rights Agreement, the “Registration Rights Agreements”).
Pursuant to the Registration Rights Agreements, the Company will be
required to file with the Securities and Exchange Commission (the “SEC”) a registration statement to register the resale
of the Amortization Stock issuable pursuant to the Notes within 60 days following the Stockholder Approval, and to use commercially reasonable
efforts to cause such registration statement to be declared effective by the SEC as soon as reasonably practicable, and in any event by
the date that is the earliest of (A) 90 days following the date of filing if the SEC informs the Company that it will review the registration
statement, and (B) 10 trading days after the Company’s receipt of the SEC’s notification that the registration statement will
not be reviewed or that all comments related to the registration statement have been cleared.
The foregoing descriptions of the Notes, the Purchase
Agreements and the Registration Rights Agreements do not purport to be complete and are qualified by reference to the full text of the
forms of those documents, which are attached to this Current Report on Form 8-K as Exhibits 4.1, 10.1 and 10.2, respectively, and
are incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 is incorporated by reference
into this Item 2.03.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosures set forth in Item 1.01 above related
to the private placement are incorporated by reference into this Item 3.02. The offer, sale and issuance of the Notes have not been and
will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption
from registration provided by Section 4(a)(2) of the Securities Act. This Current Report on Form 8-K does not constitute an offer to sell,
or a solicitation of an offer to buy, any security.
Forward-Looking Statements.
This Current Report on Form 8-K includes forward-looking statements.
These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995.
These statements may be identified by words such as “may” and “will” or the negative of these terms or other words
of similar meaning, although not all forward-looking statements contain these identifying words, and include statements about the Company’s
entry into any Purchase Agreements and Registration Rights Agreements, the aggregate principal amount of the Notes ultimately issued,
the Company’s ability to obtain the Stockholder Approval, the filing and effectiveness of the registration statement, the timing
and completion of the closings under the Purchase Agreements, and the issuance of Amortization Stock pursuant to the Notes. Forward-looking
statements are statements that are not historical facts. Such forward-looking statements are not guarantees of future performance and
are subject to risks and uncertainties, which could cause actual results to differ materially from the forward-looking statements contained
herein due to many factors. 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 the Company expressly disclaims any obligation or undertaking to update or revise any forward-looking
statement contained herein, or 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.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. |
|
Description |
| 4.1 |
|
Form of Promissory Note |
| 10.1* |
|
Form of Note Purchase Agreement |
| 10.2* |
|
Form of Registration Rights Agreement |
| 104 |
|
Cover Page Interactive Data File (embedded within the inline XBRL document) |
| * | The exhibits and schedules to the Purchase Agreement and the Registration Rights Agreement have been
omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish copies of any such exhibits or
schedules to the SEC upon request. |
SIGNATURES
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 hereunto duly authorized.
| WHEELER REAL ESTATE INVESTMENT TRUST, INC. |
|
| |
|
|
|
| By: |
/s/ M. Andrew Franklin |
|
| |
Name: |
M. Andrew Franklin |
|
| |
Title: |
Chief Executive Officer and President |
|
Dated: October 13, 2026
