Daniel Khoshaba

Alexander Palm Road

Boca Raton, Florida 33432

Telephone Number: (917) 543-0004

(Name, Address and Telephone Number of Person Authorized to Receive

Notices and Communications)

The name of the issuer is Wheeler Real Estate Investment Trust, Inc., a Maryland corporation (the "Issuer"). The address of the Issuer's principal executive offices is 2529 Virginia Beach Boulevard, Virginia Beach, Virginia 23452. This Amendment No. 5 to Schedule 13D relates to the Issuer's Common Stock, $0.01 par value per share (the "Shares").

On August 23, 2021, Mr. Khoshaba, the ex-Chief Executive Officer of the Issuer, an ex-member of the Board and the Issuer’s largest individual shareholder, sent a letter to the other Board members and officers of the Issuer (the “Letter to the Board”). The Letter to the Board expresses Mr. Khoshaba’s concerns with the recent developments at the Issuer. Mr. Khoshaba believes that the Board has failed to provide effective corporate governance and sound leadership to the Issuer, especially in the wake of the Board’s decision to pressure Mr. Khoshaba to resign as Chief Executive Officer.

Mr. Khoshaba had directed and overseen a large improvement in the Issuer’s operating and financial performance during his tenure. On the day that Mr. Khoshaba was named Chief Executive Officer, the Issuer’s Shares were trading at $1.15 per share and they were trading at $5.10 per share on the day immediately before he was pressured to resign by the Issuer’s Board of Directors. The approximate 40% decline in the Issuer’s stock price since Mr. Khoshaba was forced out is a clear sign of concern. Mr. Khoshaba reserves the right to speak with those necessary parties as he determines the appropriate steps to correct the Issuer’s problems.

As he determines what steps he may take to protect the interests of the Issuer and its Shareholders, Mr. Khoshaba may seek to improve the composition of the Board of Directors. Mr. Khoshaba intends to closely monitor the actions of the Issuer’s management and the Board of Directors as he determines potential next steps. Mr. Khoshaba reserves the right to speak with the Issuer’s Board and Management, other shareholders and third parties as he determines the appropriate steps necessary to correct the Issuer’s problems caused by the current management and Board. 

Except as otherwise set forth herein, Mr. Khoshaba does not have any present plans or proposals which would relate to, or result in, the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D. However, subject to market conditions and in compliance with applicable securities laws, Mr. Khoshaba reserves the right, at a later date, to effect one or more of such changes or transactions in the number of Shares he may be deemed to beneficially own in open-market or in privately negotiated transactions, on such terms and at such times as Mr. Khoshaba may deem advisable.

As of the date hereof, Mr. Khoshaba may be deemed to be the beneficial owner of 1,105,924 Shares, constituting 11.4% of the Shares, based upon 9,712,986 Shares outstanding as of the date hereof. Mr. Khoshaba has the sole power to vote or direct the vote of 1,105,924 Shares and the shared power to vote or direct the vote of 0 Shares. Mr. Khoshaba has the sole power to dispose or direct the disposition of 1,105,924 Shares and the shared power to dispose or direct the disposition of 0 Shares.

Mr. Khoshaba does not have any contract, arrangement, understanding or relationship with any person with respect to securities of the Issuer that is not described herein or in a prior Schedule 13D filed by Mr. Khoshaba in respect of the Issuer.

Exhibit A: Letter to the Board

Daniel Khoshaba

Ex-Chief Executive Officer and Ex-Board Member
Alexander Palm Road

Boca Raton, Florida 33432

Phone: (917) 543-0004