SEC Comment Letter for Wheeler Real Estate Investment Trust, Inc. (WHLR, WHLRD, WHLRL, WHLRP) (CIK 0001527541) (WHLR) — Sep 1, 2016
Wheeler Real Estate Investment Trust, Inc. (WHLR, WHLRD, WHLRL, WHLRP) (CIK 0001527541)
Date: Sept. 1, 2016 · CIK: 0001527541 · Accession: 0000000000-16-091065
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-213294
Letter
Mail Stop 3233 September 1, 2016 Jon S. Wheeler Chairman and Chief Executive Officer Riversedge North 2529 Virginia Beach Blvd., Suite 200 Virginia Beach, VA 23452
Re: Wheeler Real Estate Investment Trust, Inc. Registration Statement on Form S-3 Filed August 24, 2016 File No. 333-213294
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 pending 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 any action wit h 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 disclosure in th e 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. September 1, 2016 Page 2
Please refer to Rules 460 and 4 61 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 responsibilities u nder 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 me at (202) 551 -6431 with any questions.
Sincerely,
/s/ Nicole Collings
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Mail Stop 3233 September 1, 2016 Jon S. Wheeler Chairman and Chief Executive Officer Riversedge North 2529 Virginia Beach Blvd., Suite 200 Virginia Beach, VA 23452 Re: Wheeler Real Estate Investment Trust, Inc. Registration Statement on Form S-3 Filed August 24, 2016 File No. 333-213294 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 pending 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 any action wit h 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 disclosure in th e 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. September 1, 2016 Page 2 Please refer to Rules 460 and 4 61 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 responsibilities u nder 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 me at (202) 551 -6431 with any questions. Sincerely, /s/ Nicole Collings Nicole Collings Staff Attorney Office of Real Estate & Commodities cc: Bradley A. Haneberg, Esq. Haneberg Hurlbert PLC