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Charter Amendments for One-for-Seven Reverse Stock Split
On May 21, 2025, in connection with a one-for-seven reverse stock split (the "Reverse Stock Split") of the common stock, $0.01 par value per share (the "Common Stock") of Wheeler Real Estate Investment Trust, Inc. (the "Company"), to be effective on May 26, 2025, the Company filed two Articles of Amendment to its charter with the State Department of Assessments and Taxation of Maryland that provide for:
i.a one-for-seven Reverse Stock Split of the Common Stock, to be effective at 5:00 p.m. Eastern Time (the "Effective Time") on May 26, 2025 (the "First Amendment"); and
ii.the par value of the Common Stock to be decreased from $0.07 per share (as a result of the one-for-seven Reverse Stock Split) to $0.01 per share, to be effective at 5:01 p.m. Eastern Time on May 26, 2025 (the "Second Amendment").
Pursuant to the First Amendment, no fractional shares will be issued in connection with the Reverse Stock Split; rather, stockholders who would have otherwise been issued a fractional share of the Common Stock as a result of the Reverse Stock Split will instead receive a cash payment in lieu of such fractional share in an amount equal to the applicable fraction multiplied by the closing price of the Company's Common Stock on The Nasdaq Capital Market on May 26, 2025 (as adjusted for the Reverse Stock Split), without any interest.
The foregoing descriptions of the amendments to the Company's charter do not purport to be complete and are qualified in their entirety by reference to each amendment, copies of which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Effect of Reverse Stock Split on Common Stock
At the market open on May 27, 2025 (the first business day after the Effective Time), the Common Stock will begin trading on a split-adjusted basis on The Nasdaq Capital Market under a new CUSIP number (963025812).
Posted In: WHLR
