UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of report (date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State
or other jurisdiction of incorporation or organization) |
(Commission File Number) | (IRS
Employer Identification No.) |
| (Address of principal executive offices) | (Zip code) |
Registrant’s
telephone number, including area code:
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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Capital Market | ||||
| ITEM 8.01 | OTHER EVENTS. |
On October 12, 2021, certain holders of the Company’s warrants elected to exercise their “accordion right” in full and purchased from the Company $3,000,000 in aggregate principal amount of the Company’s 7.00% Senior Subordinated Convertible Notes due 2031 (the “Notes”).
This “accordion right” was granted under the terms of the Company’s registration rights agreement, dated as of March 12, 2021, that was entered into concurrently with the financing agreement, by and among the Company, as borrower, certain subsidiaries of the Company from time to time party thereto, the lenders from time to time party thereto, and Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent.
The “accordion right” allowed those holders to elect during the sixty days following the consummation of the Company’s Rights Offering (which expired on August 13, 2021) to purchase an additional amount of Notes (on the same terms as those offered in the Rights Offering) in the aggregate principal amount of up to 10% of the aggregate principal amount of the Notes offered in the Rights Offering.
The information in this Form 8-K filed pursuant to Item 8.01 does not constitute an offer to sell or a solicitation of an offer to buy the Notes described herein, nor shall there be any sale of these Notes in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
1
SIGNATURES
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/ M. Andrew Franklin | |
| Name: | M. Andrew Franklin | |
| Title: | Chief Executive Officer and President | |
Dated: October 13, 2021
2