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 AND EXCHANGE ACT OF 1934
Date of report (date of earliest event reported): August 5, 2016
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 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.
On August 5, 2016, the Registrant filed with the State Department of Assessments and Taxation of Maryland (the “SDAT”) Articles of Amendment and Restatement (“Amended Articles”) that increased the number of shares of preferred stock, without par value per share (the “Preferred Stock”), which the Registrant has authority to issue to 15,000,000 shares. A copy of the Amended Articles is attached as exhibit 3.1 to this Current Report on Form 8-K. The total number of shares of Preferred Stock, which the Registrant had authority to issue immediately prior to the amendment was 7,000,000 shares.
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.
| (d) | Exhibits. |
| 3.1 | Wheeler Real Estate Investment Trust, Inc. Articles of Amendment and Restatement. | |
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: August 8, 2016
EXHIBIT INDEX
| Number |
Description of Exhibit | |
| 3.1 |
Wheeler Real Estate Investment Trust, Inc. Articles of Amendment and Restatement. | |