Item 7.01. Regulation FD Disclosure.

As previously announced, Wheeler Real Estate Investment Trust, Inc. (the "Company") commenced an offer to exchange (the "Exchange Offer") up to 2,112,103 outstanding shares of its Series D Cumulative Convertible Preferred Stock (the "Series D Preferred Stock"), representing 67% of the outstanding shares of Series D Preferred Stock, for (i) 6.00% Subordinated Convertible Notes due 2028, and (ii) common stock, $0.01 par value per share, in each case to be newly issued by the Company, and the related solicitation of consents from the holders of Series D Preferred Stock to certain amendments to the Company's charter that would modify the terms of the Series D Preferred Stock ("Consent Solicitation").

On January 23, 2023, the Company issued a press release announcing the expiration and final results of the Exchange Offer and Consent Solicitation. A copy of the Company's press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information included in this Current Report on Form 8-K under this Item 7.01 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or Securities Act of 1933, as amended (the "Securities Act"), except as shall be expressly set forth by specific reference in such filing.





No Offer or Solicitation

This Current Report on Form 8-K is not intended and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction or where such sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Item 9.01 Financial Statements and Exhibits





(d) Exhibits.



Exhibit No.   Description
99.1            Press Release dated January 23, 2023
104           Cover Page Interactive Data File (embedded within the Inline XBRL document)




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