WHEELER REAL ESTATE INVESTMENT TRUST, INC. (NASDAQ:WHLRD) Files An 8-K Material Modification to Rights of Security Holders
ITEM3.03 MATERIAL MODIFICATION TO THE RIGHTS OF SECURITY HOLDERS.
To the extent required by Item 3.03 of Form 8-K, the information
contained in Item 5.03 of this Current Report on Form 8-K is
incorporated by reference herein.
ITEM5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR
BYLAWS; CHANGE IN FISCAL YEAR.
Wheeler Real Estate Investment Trust, Inc. (Wheeler or the
Company) filed two amendments to its Articles of Amendment
and Restatement (the Amendments) with the State Department
of Assessments and Taxation of Maryland (the SDAT), which
effected the Companys previously announced one-for-eight reverse
stock split of its common stock (the Reverse Stock Split).
The first Amendment, effective as of 5:01 p.m. ET on March31,
2017, converted every eight shares of Wheelers issued and
outstanding common stock, $0.01 par value per share, into one
share of Wheelers common stock, $0.08 par value per share. to the
first Amendment, no fractional shares will be issued in
connection with the Reverse Stock Split. Instead, Wheelers
transfer agent will aggregate all fractional shares that
otherwise would have been issued as a result of the Reverse Stock
Split and those shares will be sold into the market. Shareholders
who would otherwise hold a fractional share of Wheelers common
stock will receive a cash payment from the net proceeds of the
sale in lieu of such fractional share. The second Amendment,
effective as of 5:02 p.m. ET on March31, 2017, reduced the par
value of the Companys issued and outstanding common stock to
$0.01 per share and reduced the number of the Companys authorized
shares of common stock, on a one-for-eight basis, from
150,000,000 shares to 18,750,000 shares.
The foregoing
description of the Amendments is a summary and is qualified in
its entirety by the terms of the Amendments, copies of which are
filed as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K
and incorporated herein by reference into this Item 5.03.The new
specimen stock certificate for Wheelers common stock, $0.01 par
value per share is filed as Exhibit 4.1 to this Current Report on
Form8-K.
On March31, 2017
the Company issued a press release announcing the effectiveness
of the Reverse Stock Split. A copy of the press release is
attached as Exhibit 99.1 to this Current Report on Form 8-K and
is incorporated herein by reference.
ITEM8.01
OTHER EVENTS.
Trading in the
Companys common stock on a split-adjusted basis began at the
market open on April3, 2017. The Companys common stock will
continue trading on NASDAQ under the symbol WHLR but will be
assigned the new CUSIP number of 963025705.
As a result of the
Reverse Stock Split, adjustments are required to be made to
certain of the Companys outstanding securities including its
publically traded warrants, Series B Convertible Preferred Stock
and Series D Cumulative Convertible Preferred Stock (collectively
the Publically Traded Securities). The key adjustments
made to certain terms of the Publically Traded Securities
affected by the Reverse Stock Split are summarized in the press
release filed as Exhibit 99.1 to this Current Report on Form 8-K
and is incorporated herein by reference.
2015
Long-Term Incentive Plan
In connection with
the Reverse Stock Split, the total number of authorized shares of
the Companys common stock that may be issued under its 2015
Long-Term Incentive Plan (the 2015 Plan) (including shares
already issued to awards) was proportionately adjusted from
1,000,000 shares to 125,000 shares to reflect the Reverse Stock
Split. Any other affected terms of the 2015 Plan and any awards
thereunder were adjusted to the extent necessary to reflect
proportionately the Reverse Stock Split.
2016
Long-Term Incentive Plan
In connection with
the Reverse Stock Split, the total number of authorized shares of
the Companys common stock that may be issued under its 2016
Long-Term Incentive Plan (the 2016 Plan) (including shares
already issued to awards) was proportionately adjusted from
5,000,000 shares to 625,000 shares to reflect the Reverse Stock
Split. Any other affected terms of the 2016 Plan and any awards
thereunder were adjusted to the extent necessary to reflect
proportionately the Reverse Stock Split.
ITEM9.01
FINANCIAL STATEMENTS AND EXHIBITS.
| (a) | Financial statement of businesses acquired. |
Not
Applicable.
| (b) | Pro forma financial information. |
Not
applicable.
| (c) | Shell company transactions. |
Not
Applicable.
| (d) | Exhibits. |
| 3.1 |
Wheeler Real Estate Investment Trust, Inc., Articles of Amendment. |
|
| 3.2 |
Wheeler Real Estate Investment Trust, Inc., Articles of Amendment. |
|
| 4.1 |
Form of Common Stock Certificate of Wheeler Real Estate Investment Trust, Inc. |
|
| 99.1 |
Press Release announcing effectiveness of the reverse stock split, dated March31, 2017. |
About WHEELER REAL ESTATE INVESTMENT TRUST, INC. (NASDAQ:WHLRD)
Wheeler Real Estate Investment Trust, Inc. is a self-managed commercial real estate investment company. The Company was formed for acquiring, financing, developing, leasing, owning and managing strip centers, neighborhood centers, grocery-anchored centers, community centers and free-standing retail properties. The Company owns a portfolio of approximately 50 properties, including 40 retail shopping centers and three freestanding retail properties, totaling over 3,151,360 gross leasable square feet. The Company’s properties include Alex City Marketplace in Alexander City, Alabama; Beaver Ruin Village and Beaver Ruin Village II in Lilburn, Georgia; Brook Run Shopping Center in Richmond, Virginia; Bryan Station in Lexington, Kentucky; Cardinal Plaza in Henderson, North Carolina; Chesapeake Square in Onley, Virginia; Clover Plaza in Clover, South Carolina; Crockett Square in Morristown, Tennessee; Grove Park in Orangeburg, South Carolina, and Winslow Plaza in Sicklerville, New Jersey. WHEELER REAL ESTATE INVESTMENT TRUST, INC. (NASDAQ:WHLRD) Recent Trading Information
WHEELER REAL ESTATE INVESTMENT TRUST, INC. (NASDAQ:WHLRD) closed its last trading session up +0.15 at 26.16 with 738 shares trading hands.