Wheeler Real Estate Investment Trust, Inc. (NASDAQ:WHLR), a Maryland-based real estate investment trust currently trading at $2.47 per share, has conducted an unregistered exchange of equity securities, according to a recent SEC filing. The company's stock has experienced significant volatility, with a 95% decline over the past six months.
On January 16, the company agreed to issue 1,071,200 shares of its common stock to six unaffiliated security holders in exchange for 82,400 shares each of its Series D Cumulative Convertible Preferred Stock and Series B Convertible Preferred Stock.
The transactions took place over two days, January 16 and 17, 2025, and resulted in the preferred shares being retired and cancelled. Wheeler REIT did not receive any cash proceeds from these exchanges. According to InvestingPro analysis, the company maintains a current ratio of 1.3, indicating its ability to meet short-term obligations, though its overall financial health metrics suggest challenges ahead.
This strategic move was made under the exemption from the registration requirements provided by Section 3(a)(9) of the Securities Act of 1933, as the shares were exchanged with existing security holders and no commission was paid for the transaction.
The company's common stock, along with its Series B and Series D Preferred Stocks, are traded on the Nasdaq Capital Market under the symbols WHLR, WHLRP, and WHLRD, respectively. The recent equity transaction is part of Wheeler REIT's efforts to manage its capital structure and provide liquidity to its preferred stockholders. InvestingPro analysis indicates the stock is currently undervalued, with additional insights and 11 more ProTips available to subscribers.
In other recent news, Wheeler Real Estate Investment Trust, Inc. has made significant changes to its financial operations and stock structure. The company has adjusted the conversion price of its 7.00% Subordinated Convertible Notes due 2031, following the redemption of its Series D Preferred Stock. This adjustment has resulted in a conversion price of approximately $2.06 per share, a 45% discount to the previous conversion price.
In a strategic move, the company has decided to pay the interest due on its 7.00% Subordinated Convertible Notes due 2031 in the form of Series D Cumulative Convertible Preferred Stock. Furthermore, Wheeler REIT has announced a one-for-two reverse stock split and a decrease in the par value of its common stock.
In addition, the company has regained compliance with Nasdaq's minimum publicly held shares requirement. This development resolves a previously disclosed deficiency matter.
Also, Wheeler REIT has been actively managing its stock structure, processing numerous redemptions of its Series D Preferred Stock and issuing common stock in return. The company's S-11 registration statement was approved by the Securities and Exchange Commission, enabling the issuance of over 20 million shares of common stock for the redemption and conversion of its Series D Cumulative Convertible Preferred Stock. Lastly, Wheeler REIT welcomed Rebecca Musser to its Board of Directors.
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