SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES AND EXCHANGE ACT OF 1934

Date of report (date of earliest event reported): April 29, 2014

 

 

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)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

2529 Virginia Beach Blvd., Suite 200

Virginia Beach, VA 23452

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))

 

 

 


ITEM 8.01 OTHER EVENTS.

On April 29, 2014, the Registrant issued a press release announcing the completion of its previously announced public offering of Series B Convertible Preferred Stock (“Preferred Stock”) and Warrants to purchase its common stock (the “Warrants”). The financing closed on April 29, 2014, and generated gross proceeds of $18 million. The Preferred Stock and Warrants began trading Wednesday, April 30, 2014 on the Nasdaq Capital Market under the symbols “WHLRP” and “WHLRW,” respectively. 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.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

 

(a) Financial statements of businesses acquired.

Not Applicable.

 

(b) Pro forma financial information.

Not Applicable.

 

(c) Shell company transactions.

Not Applicable.

 

(d) Exhibits.

 

99.1    Press release, dated April 29, 2014, regarding the completion of the Registrant’s public offering.

 

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Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

WHEELER REAL ESTATE INVESTMENT TRUST, INC.
By:  

/s/ Jon S. Wheeler

  Jon S. Wheeler
  Chairman and Chief Executive Officer

Dated: April 30, 2014

 

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EXHIBIT INDEX

 

Number

  

Description of Exhibit

99.1    Press release, dated April 29, 2014, regarding the completion of the Registrant’s public offering.