Wheeler Real Estate Investment Trust, Inc. (NASDAQ:WHLR), a Maryland-based REIT, announced on Monday that it has completed an exchange of equity securities with an unaffiliated investor. The transaction involved issuing 88,000 shares of Wheeler's common stock in exchange for 22,000 shares each of the company's Series D Cumulative Convertible Preferred Stock and Series B Convertible Preferred Stock.
The exchange took place on October 8, 2024, and was settled on the same day. Wheeler REIT stated that the preferred shares involved in the transaction have been retired and cancelled following the exchange. As a result of this transaction, the company did not receive any cash proceeds.
The issuance of common stock to the investor was conducted in reliance on the exemption from the registration requirements of the Securities Act of 1933, specifically Section 3(a)(9). This exemption allows for an exchange of securities with an existing holder without the need for registration, provided that no commission or other remuneration is paid for soliciting the transaction.
This strategic move by Wheeler REIT comes as the company continues to manage its portfolio of real estate assets and securities. The company has not disclosed the specific reasons for the exchange or the identity of the investor involved.
The information reported is based on a recent SEC filing by Wheeler Real Estate Investment Trust, Inc.
In other recent news, Wheeler REIT has welcomed Rebecca Musser to its Board of Directors, a move that strengthens its governance structure. Furthermore, the company's S-11 registration statement has been 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.
Despite a notification of non-compliance with the Nasdaq's minimum Publicly Held Shares requirement, Wheeler's common stock remains actively traded on the Nasdaq Capital Market. These are recent developments that reflect the company's ongoing adjustments to its financial strategy and stock structure.
InvestingPro Insights
Wheeler Real Estate Investment Trust's recent equity exchange comes amid challenging market conditions for the company. According to InvestingPro data, WHLR's market capitalization stands at a modest $8.16 million, reflecting its small-cap status. The company's stock has experienced significant volatility, with InvestingPro Tips highlighting that the stock price has fallen dramatically over various time frames, including a 97.31% decline over the past year.
Despite these headwinds, WHLR has shown some positive operational metrics. The company's revenue for the last twelve months as of Q2 2024 was $103.17 million, with a revenue growth of 6.98%. Additionally, WHLR's gross profit margin stands at a healthy 65.8%, indicating efficient core operations.
InvestingPro Tips also reveal that WHLR's liquid assets exceed its short-term obligations, which could provide some financial flexibility as the company navigates its current challenges. However, it's worth noting that the company is not currently profitable and does not pay a dividend to shareholders.
For investors seeking a more comprehensive analysis, InvestingPro offers 11 additional tips for WHLR, providing deeper insights into the company's financial health and market position.
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