SEC Comment Letter 0000000000-23-010028 to Wheeler Real Estate Investment Trust, Inc. (WHLR)
Wheeler Real Estate Investment Trust, Inc.
Date: Sept. 11, 2023 · CIK: 0001527541 · Accession: 0000000000-23-010028
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-274329
Letter
United States securities and exchange commission logo September 11, 2023 M. Andrew Franklin Chief Executive Officer and President Wheeler Real Estate Investment Trust, Inc. 2529 Virginia Beach Blvd Virginia Beach, VA 23452 Re:Wheeler Real Estate Investment Trust, Inc. Registration Statement on Form S-11 Filed September 1, 2023 File No. 333-274329 Dear M. Andrew Franklin: We have limited our review of your registration statement to those issues we have addressed in our comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to the comment, we may have additional comments. Form S-11 filed September 1, 2023 General 1.We note that the Company intends to settle redemptions of Series D Preferred Stock in shares of Common Stock based on the market price. Because you are not eligible to conduct an offering under Rule 415(a)(1)(x), you are ineligible to conduct an at-the- market offering under Rule 415(a)(4). Please provide your analysis as to how you are able to conduct an at-the-market offering or revise accordingly. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
FirstName LastNameM. Andrew Franklin Comapany NameWheeler Real Estate Investment Trust, Inc. September 11, 2023 Page 2 FirstName LastName M. Andrew Franklin Wheeler Real Estate Investment Trust, Inc. September 11, 2023 Page 2 Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Pearlyne Paulemon at 202-551-8714 or Jeffrey Gabor at 202-551-2544 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Daniel P. Raglan
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United States securities and exchange commission logo
September 11, 2023
M. Andrew Franklin
Chief Executive Officer and President
Wheeler Real Estate Investment Trust, Inc.
2529 Virginia Beach Blvd
Virginia Beach, VA 23452
Re:Wheeler Real Estate Investment Trust, Inc.
Registration Statement on Form S-11
Filed September 1, 2023
File No. 333-274329
Dear M. Andrew Franklin:
We have limited our review of your registration statement to those issues we have
addressed in our comment. In our comment, we may ask you to provide us with information so
we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to the comment, we may have additional comments.
Form S-11 filed September 1, 2023
General
1.We note that the Company intends to settle redemptions of Series D Preferred Stock in
shares of Common Stock based on the market price. Because you are not eligible to
conduct an offering under Rule 415(a)(1)(x), you are ineligible to conduct an at-the-
market offering under Rule 415(a)(4). Please provide your analysis as to how you are
able to conduct an at-the-market offering or revise accordingly.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
FirstName LastNameM. Andrew Franklin
Comapany NameWheeler Real Estate Investment Trust, Inc.
September 11, 2023 Page 2
FirstName LastName
M. Andrew Franklin
Wheeler Real Estate Investment Trust, Inc.
September 11, 2023
Page 2
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Pearlyne Paulemon at 202-551-8714 or Jeffrey Gabor at 202-551-2544
with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Daniel P. Raglan