Business: Wheeler Real Estate Investment Trust, 7.00% Senior Subordinated Convertible Notes Due 2031 redeemable at the issuer's option on or after 01/01/2024 at $25 per note plus accrued and unpaid interest, and maturing 12/31/2031. <p> Interest distributions of 7.00% per annum ($1.75 per annum or $0.875 semi-annually) will be semi-annually on 6/30 & 12/31 to holders of record on the record date that will be 6/1 & 12/1 (NOTE: the ex-dividend date is the record date). <p> Distributions paid by these debt securities are interest and as such are NOT eligible for the preferential 15% to 20% tax rate on dividends and are also NOT eligible for the dividend received deduction for corporate holders. <p> The payments of interest and redemption may be paid in cash or common shares of the company or any combination thereof. <p> The Notes are convertible, in whole or in part, at any time, at the option of the holders thereof, into shares of the company’s common stock at a conversion price of $6.25 per share; provided, however, that if at any time after September 21, 2023 holders of the Series D Preferred Stock have elected to cause the Company to redeem at least 100,000 shares of Series D Preferred Stock in the aggregate, then the Conversion Price shall be adjusted to the lower of (i) a 45% discount to the Conversion Price and (ii) a 45% discount to the lowest price at which any holder of Series D Preferred Stock had its Series D Stock redeemed into shares of the Company’s Common Stock. <p> Units are expected to trade flat, which means accrued interest will be reflected in the trading price and the purchasers will not pay and the sellers will not receive any accrued and unpaid interest. <p> The Notes are unsecured, subordinated obligations of the company and will rank junior to the company's senior debt, senior with all existing and future unsecured, subordinated indebtedness of the company. See the IPO prospectus for further information on the debt securities by clicking on the ‘Link to IPO Prospectus’ provided below.