Wheeler Real Estate Investment Trust Inc.
09/06/2024 | Press release | Distributed by Public on 09/06/2024 06:17
Material Event Form 8 K
Item 8.01 Other Events
Adjustment to Conversion Price of 7.00% Subordinated Convertible Notes due 2031
Item 8.01 of this Current Report on Form 8-K as to the redemptions by the holders of Wheeler Real Estate Investment Trust, Inc.'s (the "Company") Series D Cumulative Convertible Preferred Stock (the "Series D Preferred Stock") is incorporated herein by reference.
Prior to September 5, 2024, the conversion price for the Company's 7.00% Subordinated Convertible Notes due 2031 (the "Notes") was approximately $4.03 per share of the Company's common stock, par value $0.01 ("Common Stock") (approximately 6.20 shares of Common Stock for each $25.00 of principal amount of the Notes being converted).
For the September redemptions, the lowest price at which any Series D Preferred Stock was converted by a holder thereof into Common Stock was approximately $1.44. Accordingly, pursuant to Section 14.02 (Optional Conversion) of the indenture governing the Notes, the conversion price for the Notes was further adjusted to approximately $0.79 per share of Common Stock (approximately 31.58 shares of Common Stock for each $25.00 of principal amount of the Notes being converted), representing a 45% discount to $1.44.
Results of September 2024 Series D Preferred Stock Redemptions
•The 12th monthly "Holder Redemption Date" occurred on September 5, 2024.
•The Company processed 10 redemption requests from holders of its Series D Preferred Stock, collectively redeeming 23,905 shares of Series D Preferred Stock for a redemption price of approximately $39.11 per share ($25.00 per share plus the amount of all accrued but unpaid dividends to and including the September 5, 2024 Holder Redemption Date) (the "Redemption Price").
•The Company settled the aggregate Redemption Price through the issuance of 649,634 shares of Common Stock.
•The volume weighted average of the closing sales price, as reported on the Nasdaq Capital Market, per share of Common Stock for the ten consecutive trading days immediately preceding, but not including, the September 5, 2024 Holder Redemption Date was approximately $1.44.
Cumulative Series D Preferred Stock Redemption Information
•To date, the Company has processed 212 redemption requests, collectively redeeming 1,096,579 shares of Series D Preferred Stock.
•The Company has issued approximately 1.87 million shares of its Common Stock (as adjusted for the Company's May 16, 2024 one-for-24 and June 17, 2024 one-for-five reverse stock splits (collectively, the "Reverse Stock Splits")) in settlement of all such redemption requests in the aggregate.
•As of September 6, 2024, the Company had 1,874,119 shares of Common Stock (as adjusted for the Reverse Stock Splits) and 2,538,968 shares of Series D Preferred Stock outstanding.
September 2024 Redemptions
•The deadline for the next monthly round of Series D Preferred Stock redemptions is September 25, 2024.
•The next monthly Holder Redemption Date will occur on October 7, 2024.
•Required redemption forms and a list of frequently asked questions can each be found on the Company's website at https://ir.whlr.us/series-d/series-d-redemption.
Information contained on the Company's website is not incorporated by reference into this Current Report on Form 8-K and should not be considered to be part of this Current Report on Form 8-K.