SEC Comment Letter for Wheeler Real Estate Investment Trust, Inc. (WHLR, WHLRD, WHLRL, WHLRP) (CIK 0001527541) (WHLR) — Aug 19, 2015
Wheeler Real Estate Investment Trust, Inc. (WHLR, WHLRD, WHLRL, WHLRP) (CIK 0001527541)
Date: Aug. 19, 2015 · CIK: 0001527541 · Accession: 0000000000-15-042257
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-206014
Letter
August 10, 2015 Via E -mail Jon S. Wheeler Chief Executive Officer Wheeler Real Estate Investment Trust, Inc. Riversedge North 2529 Virginia Beach Blvd., Suite 200 Virginia Beach, Virginia 23452
Re: Wheeler Real Estate Investment Trust , Inc. Registration Statement on Form S-3 Filed July 31, 2015 File No. 333-206014
Dear Mr. Wheeler :
This is to advise you that we have not reviewed and will not review your registration statement .
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 193 3 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In the event you request acceleration of the effective date of the pendin g regist ration statement , please provide a written statement from the company acknowledging that:
should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking an y action with respect to the filing;
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disc losure in the filing; and
the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Jon S. Wheeler Wheeler Real Estate Investment Trust, Inc. August 10, 2015 Page 2
Please refer to Rules 460 and 461 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective res ponsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the registered securities .
Please contact Jerard Gibson, Staff Attorney, at (202) 551 -3473 with any questions.
Sincerely,
/s/ Tom Kluck
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August 10, 2015 Via E -mail Jon S. Wheeler Chief Executive Officer Wheeler Real Estate Investment Trust, Inc. Riversedge North 2529 Virginia Beach Blvd., Suite 200 Virginia Beach, Virginia 23452 Re: Wheeler Real Estate Investment Trust , Inc. Registration Statement on Form S-3 Filed July 31, 2015 File No. 333-206014 Dear Mr. Wheeler : This is to advise you that we have not reviewed and will not review your registration statement . We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 193 3 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In the event you request acceleration of the effective date of the pendin g regist ration statement , please provide a written statement from the company acknowledging that: should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking an y action with respect to the filing; the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disc losure in the filing; and the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Jon S. Wheeler Wheeler Real Estate Investment Trust, Inc. August 10, 2015 Page 2 Please refer to Rules 460 and 461 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective res ponsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the registered securities . Please contact Jerard Gibson, Staff Attorney, at (202) 551 -3473 with any questions. Sincerely, /s/ Tom Kluck Tom Kluck Legal Branch Chief cc: Bradley A. Haneberg, Esq. Haneberg, PLC