Wheeler Real Estate Investment Trust, Inc. entered into a Note Purchase Agreement on October 13, 2026, with an unaffiliated investor to issue a promissory note in the principal amount of $1,000,000.00. The company may enter into additional agreements with other investors to issue further notes, provided the total aggregate principal amount does not exceed $25,000,000.00. These transactions are intended to occur prior to the filing of a registration statement for the Amortization Stock, subject to the approval of the company’s stockholders regarding the issuance of more than 19.99% of outstanding common stock and the effectiveness of the registration statement.
The promissory notes will mature on the 18-month anniversary of their issuance date and bear interest at a rate of 0.00% per annum. The company will make amortization payments to investors beginning the first trading day after issuance, equal to 0.4% of the note's original principal amount each day. The company has the right to adjust this rate to a percentage between 0.2% and 0.6% of the original principal amount with prior written notice. These payments will be made by issuing shares of common stock, valued at the closing price on the Nasdaq Capital Market, unless the share price is below $0.25, the shares are not registered, or they are not DWAC eligible, in which case the payment will be made in cash.
Under the terms of the purchase agreements, the purchase price for each note will be paid in shares of the company's Series D Cumulative Convertible Preferred Stock. The number of shares delivered will be determined by dividing the principal amount of the note by the preferred stock liquidation preference of $25.00 per share, plus any accrued dividends. The company is obligated to file a registration statement with the SEC to register the resale of the common stock issued as amortization payments within 60 days of stockholder approval. The offer and sale of the notes are being conducted without registration under the Securities Act of 1933, pursuant to Section 4(a)(2).
