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): March 31, 2017
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 3.03 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.
ITEM 5.03 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
Company’s 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 March 31, 2017, converted every eight shares of Wheeler’s issued and outstanding common stock, $0.01 par value per share, into one share of Wheeler’s common stock, $0.08 par value per share. Pursuant to the first
Amendment, no fractional shares will be issued in connection with the Reverse Stock Split. Instead, Wheeler’s 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 Wheeler’s 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 March 31, 2017, reduced the par value of the Company’s issued and outstanding common stock to $0.01 per share and reduced the number of the Company’s 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 Wheeler’s common stock, $0.01 par
value per share is filed as Exhibit 4.1 to this Current Report on
Form 8-K.
On
March 31, 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.
ITEM 8.01 OTHER EVENTS.
Trading in the Company’s common stock on a split-adjusted basis began at the market open on April 3, 2017. The Company’s 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 Company’s 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 Company’s common stock
that may be issued under its 2015 Long-Term Incentive Plan (the “
2015 Plan
”) (including shares already issued pursuant 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 Company’s common stock that may be issued under its 2016 Long-Term Incentive Plan (the “
2016 Plan
”) (including shares already issued pursuant
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.
ITEM 9.01 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.
|
|
|
|
|
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 March 31, 2017.
|
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 3, 2017
EXHIBIT INDEX
|
|
|
|
|
Number
|
|
Description of Exhibit
|
|
|
|
|
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 March 31, 2017.
|
Exhibit 3.1
WHEELER REAL ESTATE INVESTMENT TRUST, INC.
ARTICLES OF AMENDMENT
Wheeler Real Estate Investment Trust, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of
Assessments and Taxation of Maryland that:
FIRST:
The Charter of the Corporation is hereby amended to provide that, at the
Effective Time (as defined below), every eight shares of common stock, $0.01 par value per share, of the Corporation, which were issued and outstanding immediately prior to the Effective Time, shall be changed into one issued and outstanding share
of common stock, $0.08 par value per share. No fractional shares will be issued in connection with the foregoing combination. Instead, the Corporation’s transfer agent will aggregate all fractional shares that otherwise would have been
issued as a result of the foregoing combination and those shares will be sold into the market. Shareholders who would otherwise hold a fractional share of the Corporation’s common stock will receive a cash payment from the net proceeds of the
sale in lieu of such fractional share.
SECOND:
The amendment to the Charter of the Corporation as set forth above has been duly
approved by at least a majority of the entire Board of Directors of the Corporation as required by the Maryland General Corporation Law (the “MGCL”). Pursuant to Section
2-309(e)
of the MGCL, no
stockholder approval was required.
THIRD:
There has been no increase in the authorized stock of the Corporation effected by the
amendment to the Charter of the Corporation as set forth above.
FOURTH:
These Articles of Amendment shall be effective at 5:01
p.m. EST on March 31, 2017 (the “Effective Time”).
FIFTH:
The undersigned Chief Executive Officer, acknowledges
these Articles of Amendment to be the corporate act of the Corporation and as to all matters or facts required to be verified under oath, the undersigned Chief Executive Officer acknowledges that to the best of his knowledge, information and belief,
these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
[SIGNATURE PAGE
FOLLOWS]
IN WITNESS WHEREOF
, the Corporation has caused these Articles of Amendment to be executed
in its name and on its behalf by its Chairman & CEO and attested to by its Secretary on this 28th day of March, 2017.
|
|
|
|
|
|
|
|
|
|
|
ATTEST:
|
|
|
|
WHEELER REAL ESTATE INVESTMENT TRUST, INC.
|
|
|
|
|
|
|
|
By:
|
|
/s/ Robin A. Hanisch
|
|
|
|
By:
|
|
/s/ Jon S. Wheeler
|
|
Name:
|
|
Robin A. Hanisch
|
|
|
|
Name:
|
|
Jon S. Wheeler
|
|
Title:
|
|
Secretary
|
|
|
|
Title:
|
|
Chief Executive Officer
|
Exhibit 3.2
WHEELER REAL ESTATE INVESTMENT TRUST, INC.
ARTICLES OF AMENDMENT
Wheeler Real Estate Investment Trust, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of
Assessments and Taxation of Maryland that:
FIRST:
The Charter of the Corporation is hereby amended, as of the Effective Time (as
defined below), to decrease the par value of the shares of common stock of the Corporation issued and outstanding immediately prior to the Effective Time from $0.08 per share to $0.01 per share.
SECOND:
The Charter of the Corporation is hereby further amended by deleting the existing Section 5.1 in its entirety and adding a
new Section 5.1 to read as follows:
“5.1
Authorized Shares
. The Corporation has authority to issue 33,750,00 shares of
stock, consisting of 18,750,000 shares of Common Stock, $0.01 par value per share (“Common Stock”), and 15,000,000 shares of Preferred Stock, without par value per share (“Preferred Stock”). The aggregate par value of all
authorized shares of stock having par value is $187,500. If shares of one class of stock are classified or reclassified into shares of another class of stock pursuant to this Article V, the number of authorized shares of the former class shall be
automatically decreased and the number of shares of the latter class shall be automatically increased, in each case by the number of shares so classified or reclassified, so that the aggregate number of shares of stock of all classes that the
Corporation has authority to issue shall not be more than the total number of shares of stock set forth in the first sentence of this paragraph. The Board of Directors, with the approval of a majority of the entire Board and without any action by
the stockholders of the Corporation, may amend the Charter from time to time to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that the Corporation has authority to issue.”
THIRD:
The amendments to the Charter of the Corporation as set forth above have been duly approved by a at least a majority of the
entire Board of Directors of the Corporation as required by the Maryland General Corporation Law (the “MGCL”). The amendments set forth herein are limited to changes expressly authorized to be made without action by the stockholders of the
Corporation by, as applicable, (a) Section
2-105(a)(13)
of the MGCL and the Charter of the Corporation; or (b) Section
2-605(a)(2)
of the MGCL.
FOURTH:
These Articles of Amendment shall be effective at 5:02 p.m. EST on March 31, 2017 (the “Effective Time”).
FIFTH:
The undersigned Chief Executive Officer, acknowledges these Articles of Amendment to be the corporate act of the Corporation and
as to all matters or facts required to be verified under oath, the undersigned Chief Executive Officer, acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this
statement is made under the penalties for perjury.
IN WITNESS WHEREOF
, the Corporation has caused these Articles of Amendment to be executed
in its name and on its behalf by its Chairman and CEO and attested to by Secretary on this 28th day of March 2017.
|
|
|
|
|
|
|
|
|
|
|
ATTEST:
|
|
|
|
WHEELER REAL ESTATE INVESTMENT TRUST, INC.
|
|
|
|
|
|
|
|
By:
|
|
/s/ Robin A. Hanisch
|
|
|
|
By:
|
|
/s/ Jon S. Wheeler
|
|
Name:
|
|
Robin A. Hanisch
|
|
|
|
Name:
|
|
Jon S. Wheeler
|
|
Title:
|
|
Secretary
|
|
|
|
Title:
|
|
Chairman & CEO
|
Exhibit 4.1
ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS# COMMON STOCK PAR VALUE $0.01 COMMON STOCK THIS CERTIFICATE
IS TRANSFERABLE IN CANTON, MA, JERSEY CITY, NJ AND COLLEGE STATION, TX WHEELER REAL ESTATE INVESTMENT TRUST Certificate Number ZQ00000000 WHEELER REAL ESTATE INVESTMENT TRUST, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND Shares * *
000000 ****************** * * * 000000 ***************** **** 000000 **************** ***** 000000 *************** * ***** 000000 ************** THIS CERTIFIES THAT ** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander
David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr.
Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr.MR.Alexander DavidSAMPLESample **** Mr. Alexander David&SampleMRS.**** Mr.
AlexanderSAMPLEDavid Sample **** Mr. Alexander&David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David
Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander
David Sample **** Mr. Alexander David Sample **** Mr. AlexanderMR.David Sample SAMPLE**** Mr. Alexander David Sample ****&Mr. AlexanderMRS.David SampleSAMPLE**** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David
Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander
David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Sample **** Mr. Sample CUSIP 963025 70 5 SEE REVERSE FOR CERTAIN DEFINITIONS is the owner of
***ZERO ZERO **000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares***
*000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****
000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****0
00000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****00***ZERO HUNDRED THOUSAND
0000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000
000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****0000
00**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****00000
0**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000ZERO HUNDRED AND ZERO***
**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000*
*Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**
Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**S
FULLY-PAID AND
NON-ASSESSABLE
SHARES OF THE COMMON STOCK OF Wheeler Real Estate Investment Trust, Inc. (hereinafter called the “Company”), transferable on the books of the Company in person or by duly authorized
attorney, upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby, are issued and shall be held subject to all of the provisions of the Charter, as amended, and the
By-Laws,
as amended, of the Company (copies of which are on file with the Company and with the Transfer Agent), to all of which each holder, by acceptance hereof, assents. This Certificate is not valid unless
countersigned and registered by the Transfer Agent and Registrar. Witness the facsimile seal of the Company and the facsimile signatures of its duly authorized officers. Chairman and President Secretary WHEELER REAL ESTATE INVESTMENT TRUST, INC.
SEAL 2011 MARYLAND DATED
DD-MMM-YYYY
COUNTERSIGNED AND REGISTERED: COMPUTERSHARE TRUST COMPANY, N.A. TRANSFER AGENT AND REGISTRAR, By AUTHORIZED SIGNATURE WHEELER REAL
ESTATE INVESTMENT TRUST PO BOX 43004, Providence, RI 02940-3004 MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 CUSIP XXXXXX XX X Holder ID XXXXXXXXXX Insurance Value 1,000,000.00 Number of Shares 123456 DTC 12345678901234512345678
Certificate Numbers Num/No. Denom. Total. 1234567890/1234567890 111 1234567890/1234567890 222 1234567890/1234567890 333 1234567890/1234567890 444 1234567890/1234567890 555 1234567890/1234567890 666 Total Transaction 7 1234567
WHEELER REAL ESTATE INVESTMENT TRUST, INC.
THE COMPANY WILL
FURNISH TO ANY STOCKHOLDER, ON REQUEST AND WITHOUT CHARGE, A FULL STATEMENT OF THE INFORMATION REQUIRED BY SECTION
2-211(B)
OF THE CORPORATIONS AND ASSOCIATIONS ARTICLE OF THE ANNOTATED CODE OF MARYLAND WITH
RESPECT TO THE DESIGNATIONS AND ANY PREFERENCES, CONVERSION AND OTHER RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS AND OTHER DISTRIBUTIONS, QUALIFICATIONS, AND TERMS AND CONDITIONS OF REDEMPTION OF THE STOCK OF EACH CLASS WHICH
THE COMPANY HAS AUTHORITY TO ISSUE AND, IF THE COMPANY IS AUTHORIZED TO ISSUE ANY PREFERRED OR SPECIAL CLASS IN SERIES, (I) THE DIFFERENCES IN THE RELATIVE RIGHTS AND PREFERENCES BETWEEN THE SHARES OF EACH SERIES TO THE EXTENT SET, AND
(II) THE AUTHORITY OF THE BOARD OF DIRECTORS TO SET SUCH RIGHTS AND PREFERENCES OF SUBSEQUENT SERIES, THE FOREGOING SUMMARY DOES NOT PURPORT TO BE COMPLETE AND IS SUBJECT TO AND QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE CHARTER OF THE
COMPANY, A COPY OF WHICH WILL BE SENT WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS, SUCH REQUEST MUST BE MADE TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL OFFICE.
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON BENEFICIAL AND CONSTRUCTIVE OWNERSHIP AND TRANSFER SUBJECT TO CERTAIN FURTHER
RESTRICTIONS AND EXCEPT AS EXPRESSLY PROVIDED IN THE COMPANY’S CHARTER, (I) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF ANY CLASS OR SERIES OF THE CAPITAL STOCK OF THE COMPANY IN EXCESS OF NINE AND EIGHT-TENTHS PERCENT
(9.8%) IN VALUE OR IN NUMBER OF SHARES, WHICHEVER IS MORE RESTRICTIVE, OF ANY CLASS OR SERIES OF CAPITAL STOCK OF THE COMPANY UNLESS SUCH PERSON IS AN EXCEPTED HOLDER (IN WHICH CASE THE EXCEPTED HOLDER LIMIT SHALL BE APPLICABLE); (II) NO PERSON MA Y
BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF CAPITAL STOCK THAT WOULD RESULT IN THE COMPANY BEING “CLOSELY HELD” UNDER SECTION 856(H) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”); (III) NO PERSON MAY TRANSFER
SHARES OF CAPITAL STOCK THAT WOULD RESULT IN THE CAPITAL STOCK OF THE COMPANY BEING BENEFICIALLY OWNED BY LESS THAN ONE HUNDRED (100) PERSONS (DETERMINED WITHOUT REFERENCE TO ANY RULES OF ATTRIBUTION); (IV) NO BENEFIT PLAN INVESTORS MAY
BENEFICIALLY OWN OR CONSTRUCTIVELY OWN COMMON STOCK AND NO SHARE OF COMMON STOCK MAY BE TRANSFERRED BY ANY PERSON UNLESS SUCH PERSON OBTAINS FROM ITS TRANSFEREE A REPRESENTATION AND AGREEMENT THAT (A) ITS TRANSFEREE IS NOT (AND WILL NOT BE),
AND IS NOT ACTING ON BEHALF OF, A BENEFIT PLAN INVESTOR OR CONTROLLING PERSON AND (B) SUCH TRANSFEREE WILL OBTAIN FROM ITS TRANSFEREE THE REPRESENTATION AND AGREEMENT SET FORTH IN THIS SENTENCE (INCLUDING WITHOUT LIMITATION CLAUSES (A) AND
(B)). ANY PERSON WHO BENEFICIALLY OR CONSTRUCTIVELY OWNS OR ATTEMPTS TO BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF CAPITAL STOCK WHICH CAUSES OR WILL CAUSE A PERSON TO BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF CAPITAL STOCK IN EXCESS OR IN
VIOLATION OF THE ABOVE LIMITATIONS MUST IMMEDIATELY NOTIFY THE COMPANY IF ANY OF THE RESTRICTIONS ON TRANSFER OR OWNERSHIP ABOVE ARE VIOLA TED IN (I), (II) OR (III), THE SHARES OF CAPITAL STOCK REPRESENTED HEREBY WILL BE AUTOMATICALLY TRANSFERRED TO
A TRUSTEE OF A CHARITABLE TRUST FOR THE BENEFIT OF ONE OR MORE CHARITABLE BENEFICIARIES. IF, NOTWITHSTANDING THE FOREGOING SENTENCE, A TRANSFER TO THE CHARITABLE TRUST IS NOT EFFECTIVE FOR ANY REASON TO PREVENT A VIOLATION OF THE RESTRICTIONS ON
TRANSFER OR OWNERSHIP IN (I), (II) OR (III) ABOVE, THEN THE ATTEMPTED TRANSFER OF THAT NUMBER OF SHARES OF CAPITAL STOCK THAT OTHERWISE WOULD CAUSE ANY PERSON TO VIOLATE SUCH RESTRICTIONS SHALL BE VOID AB INITIO. IF ANY OF THE RESTRICTIONS ON
TRANSFER AND OWNERSHIP IN (IV) ABOVE ARE VIOLATED, THEN THE ATTEMPTED TRANSFER OF THAT NUMBER OF SHARES OF CAPITAL STOCK THAT OTHERWISE WOULD CAUSE ANY PERSON TO VIOLATE SUCH RESTRICTIONS SHALL BE VOID AB INITIO. IF, NOTWITHSTANDING THE
FOREGOING SENTENCE, A PURPORTED TRANSFER IS NOT TREATED AS BEING VOID AB INITIO FOR ANY REASON, THEN THE SHARES TRANSFERRED IN SUCH VIOLATION SHALL AUTOMATICALLY BE TRANSFERRED TO A CHARITABLE TRUST FOR THE BENEFIT OF A CHARITABLE BENEFICIARY, AND
THE PURPORTED OWNER OR TRANSFEREE WILL ACQUIRE NO RIGHTS IN SUCH SHARES. IN ADDITION, THE COMPANY MAY REDEEM SHARES UPON THE TERMS AND CONDITIONS SPECIFIED BY THE BOARD OF DIRECTORS IN ITS SOLE DISCRETION IF THE BOARD OF DIRECTORS DETERMINES THAT
OWNERSHIP OR A TRANSFER OR OTHER EVENT MAY VIOLATE THE RESTRICTIONS DESCRIBED ABOVE.
IF THIS CERTIFICATE IS LOST, STOLEN OR DESTROYED, THE COMPANY WILL
REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.
The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out
in full according to applicable laws or regulations:
|
|
|
|
|
|
|
|
|
|
|
TEN COM
|
|
- as tenants in common
|
|
UNIF GIFT MIN ACT
|
|
-
Custodian
|
|
|
|
|
|
|
|
|
|
(Cust)
(Minor)
|
|
|
|
TEN ENT
|
|
- as tenants by the entireties
|
|
|
|
under Uniform Gifts to Minors Act
|
|
|
|
|
|
|
|
|
|
(State)
|
|
|
|
JT TEN
|
|
-
as joint tenants with right of survivorship
and not as tenants in common
|
|
UNIF TRF MIN ACT
|
|
-
Custodian (until age
)
|
|
|
|
|
|
|
|
|
(Cust)
|
|
|
|
|
|
|
|
|
under Uniform Transfers to Minors Act
|
|
|
|
|
|
|
|
|
(Minor)
(State)
|
|
|
|
|
|
Additional abbreviations may also be used though not in the above list.
|
|
|
|
|
|
|
|
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
|
|
For value received,
hereby sell, assign and transfer unto
|
|
|
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE)
of the common stock represented by the within Certificate, and do hereby irrevocably constitute and appoint
to transfer the said stock on the books of the within-named Company with full power of substitution in the premises.
|
|
|
|
|
|
|
|
|
|
|
Dated:
|
|
20
|
|
|
|
Signature(s) Guaranteed: Medallion Guarantee Stamp
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions) WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE
17Ad-15.
|
|
Signature:
|
|
|
|
|
|
|
Signature:
|
|
|
|
|
|
|
|
|
Notice:
|
|
The signature to this assignment must correspond with the name as written upon the face of the certificate, in every particular, without alteration or enlargement, or any change whatever.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit 99.1
FOR IMMEDIATE RELEASE
WHEELER REAL ESTATE INVESTMENT TRUST, INC. ANNOUNCES
EFFECTIVENESS OF REVERSE STOCK SPLIT
Virginia Beach, VA –
March
31, 2017
–
Wheeler Real Estate Investment Trust, Inc. (NASDAQ:WHLR)
(“Wheeler” or the “Company”), a fully-integrated, self-managed commercial real estate investment company focused on acquiring and managing income-producing retail properties with a primary focus on grocery-anchored centers,
today announced the effectiveness of its previously disclosed
one-for-eight
reverse stock split. Beginning with the opening of trading on Monday, April 3, 2017, the
Company’s common stock will trade on Nasdaq on a reverse split-adjusted basis under the same symbol “WHLR,” but with a new CUSIP of 963025705. As a result of the reverse stock split, the number of outstanding shares of Wheeler’s
common stock was reduced from approximately 68,700,000 shares to approximately 8,587,500 shares. Concurrently, the number of shares of common stock that Wheeler has authority to issue was reduced from 150,000,000 shares to 18,750,000 shares. After
the reverse stock split, approximately 10,162,500 shares of common stock will remain available for future issuances. The par value of Wheeler’s common stock will remain at $0.01 per share after the reverse stock split.
No fractional shares were issued in connection with the reverse stock split. Instead, Wheeler’s transfer agent, Computershare Trust Company, aggregated
all fractional shares that otherwise would have been issued as a result of the reverse stock split and those shares were sold into the market. Shareholders who would otherwise hold a fractional share of Wheeler’s common stock will receive a
cash payment from the net proceeds of the sale in lieu of such fractional share. Stockholders of record will receive information from Computershare Trust Company, regarding their stock ownership and, if applicable, cash in lieu of fractional share
payments. Stockholders who hold their shares in brokerage accounts or “street name” are not required to take any action in connection with the reverse stock split.
In addition, as a result of the reverse stock split, limited partnership common units (“Common Units”) in our Operating Partnership, Wheeler REIT,
L.P., now represent one Common Unit for every eight Common Units. The number of outstanding Common Units was reduced from approximately 6,100,000 Common Units to approximately 762,500 units. No fractional units were issued in connection with the
reverse stock split. Instead, each unitholder holding fractional Common Units will receive cash in lieu of such fractional Common Units. Unitholders of record will receive information from Computershare Trust Company, the Company’s transfer
agent, regarding their unit ownership and, if applicable, cash in lieu of fractional Common Unit payments.
The reverse stock split resulted in
adjustments to certain of the Company’s 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 effected for the Publically Traded Securities affected by the reverse stock split are summarized below.
|
|
|
|
|
Wheeler Real Estate Investment Trust Inc.
March
31, 2017
|
|
Page
2
|
Warrants Expiring April 29, 2019 (CUSIP No.: 963025119 (NASDAQ: WHLRW)
Each of the warrants to purchase one (1) share of Company’s common stock (the “
Common Stock Warrants
”) was automatically adjusted
such that the number of shares of common stock issuable upon exercise of a Common Stock Warrant became equal to 0.125 shares of common stock. In addition, the exercise price to purchase one (1) share of common stock proportionately increased to
$44.00 per share of common stock from $5.50 per share of common stock.
Series B Convertible Preferred Stock (CUSIP No.: 963025309) (NASDAQ: WHLRP)
Before the effectiveness of the reverse stock split one share of the Company’s Series B Convertible Preferred Stock, without par value (the
“
Series B Stock
”) converted into five shares of common stock at a conversion price $5.00 per share of common stock. Accordingly, upon the effectiveness of the reverse stock split, the conversion price of the Series B Stock will
proportionally increase to $40.00 per share of common stock and one (1) share of Series B Stock will be convertible into .625 shares of common stock.
Series D Cumulative Convertible Preferred Stock (CUSIP No.: 963025606) (NASDAQ: WHLRD)
Before the effectiveness of the reverse stock split one share of the Company’s Series D Cumulative Convertible Preferred Stock, without par value (the
“
Series D Stock
”) converted into 11.792 shares of common stock at a conversion price $2.12 per share of common stock. Accordingly, upon the effectiveness of the reverse stock split, the conversion price of the Series D Stock will
proportionally increase to $16.96 per share of common stock and one (1) share of Series D Stock will be convertible into 1.474 shares of common stock.
About Wheeler Real Estate Investment Trust, Inc.
Headquartered in Virginia Beach, VA, Wheeler Real Estate Investment Trust, Inc. is a fully-integrated, self-managed commercial real estate investment company
focused on acquiring and managing income-producing retail properties with a primary focus on grocery-anchored centers. Wheeler’s portfolio contains well-located, potentially dominant retail properties in secondary and tertiary markets that
generate attractive, risk-adjusted returns, with a particular emphasis on grocery-anchored retail centers.
Additional information about Wheeler Real
Estate Investment Trust, Inc. can be found at the Company’s corporate website:
www.whlr.us
.
Forward-Looking Statement
This press release may contain “forward-looking” statements as defined in the Private Securities Litigation Reform Act of 1995. When the Company uses
words such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” or similar expressions that do not relate solely to
historical matters, it is making forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company’s
expectations discussed in the forward-looking statements. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the
Company’s filings with the U.S. Securities and Exchange Commission, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these
forward-looking
statements
to reflect events or circumstances that arise after the date hereof.
|
|
|
|
|
Wheeler Real Estate Investment Trust Inc.
March
31, 2017
|
|
Page
3
|
CONTACT:
Wheeler Real Estate Investment Trust, Inc.
Wilkes
Graham
Chief Financial Officer
(757)
627-9088
wilkes@whlr.us
Laura Nguyen
Director of Investor Relations
(757)
627-9088
laura@whlr.us