Wheeler REIT: enters note purchase agreement for up to $25,000,000

What happened

• The filing says on Oct 13, 2026 the company entered into a Note Purchase Agreement with an unaffiliated investor to issue a Promissory Note in the principal amount of $1,000,000 and that the company may enter into additional Note Purchase Agreements to issue Additional Notes on the same terms in an aggregate principal amount of up to $25,000,000.
• The filing says closings will occur no later than the 5th business day after all closing conditions are satisfied, including stockholder approval to permit issuance or potential issuance of more than 19.99% of outstanding common stock and the effectiveness of a registration statement covering resale of the amortization stock.

Key details

• Notes will mature on the 18-month anniversary of issuance and bear interest at 0.00% per annum.
• The filing says the company will make daily amortization payments beginning the first trading day after issuance equal to 0.4% of a Note’s original principal amount (company may change the rate to between 0.2% and 0.6% with prior notice). Amortization payments will be made by issuance of shares of common stock at the prior trading day’s Nasdaq closing price, unless the per-share value is less than $0.25, the amortization stock is not registered for resale, not listed on Nasdaq, not DWAC eligible, or is subject to a DTC chill, in which case payment will be made in cash.
• The purchase price for each Note will be payable in shares of the company’s Series D cumulative convertible preferred stock, with a liquidation preference of $25.00 per share (plus accrued unpaid dividends). Notes will be issued in denominations of $1,000,000 and integral multiples thereof and may be repaid in cash at any time without penalty.
• The filing says the company agreed to file a registration statement covering resale of amortization stock within 60 days following stockholder approval and to use commercially reasonable efforts to have it declared effective as soon as reasonably practicable (subject to specified timing milestones).

Why it may matter

• The filing reports Item 1.01 (entry into a material definitive agreement), Item 2.03 (creation of a direct financial obligation), and Item 3.02 (unregistered sales of equity securities) in connection with the Note Purchase Agreement, the Notes and related registration rights. The filing does not show why the insider traded or why the company acted.