{"schema_version":"secwatch.filing_event.v1","accession":"0001213900-23-057585","form_type":"8-K","ticker":"WHLR","cik":"0001527541","company_name":"Wheeler Real Estate Investment Trust, Inc.","filed_at":"2023-07-18T23:59:59+00:00","discovered_at":"2026-05-14T18:03:34.199495+00:00","generated_at":"2026-06-13T07:00:41.302020+00:00","sec_items":["3.01"],"event_type":"regulatory","sentiment":"negative","materiality_score":0.65,"calibrated_materiality_score":0.65,"confidence":"high","headline":"Wheeler REIT receives Nasdaq notice for audit committee size non-compliance","bullets":["Nasdaq notified WHLR on July 12, 2023 that Audit Committee has only 2 members, violating Rule 5605.","Non-compliance stems from Michelle D. Bergman's resignation from Board on June 5, 2023.","WHLR must appoint a third Audit Committee member by earlier of next annual meeting or June 2, 2024.","Company expects to appoint the required member within the cure period.","Failure to regain compliance could result in delisting from Nasdaq."],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-23-057585","json":"https://secwatch.observer/filing/0001213900-23-057585.json","markdown":"https://secwatch.observer/filing/0001213900-23-057585.md","text":"https://secwatch.observer/filing/0001213900-23-057585.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1527541/000121390023057585/0001213900-23-057585-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1527541/000121390023057585/ea181939-8k_wheeler.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-13T07:00:41.302020+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"bf778ef810fd01ad94cb9993a7416d7fbb2f3ff3","claim":"Wheeler Real Estate Investment Trust, Inc. received a nasdaq deficiency notice notice regarding audit committee (rules 5605).","evidence_excerpt":"July 12, 2023, the Company received a letter from the listing qualifications staff of The Nasdaq Stock Market LLC (“ Nasdaq ”) notifying the Company that because the Audit Committee now only has two members, the Company no longer complies with the requirement set forth in the Nasdaq Listing Rule 5605 (the “ Rule ”) that the Audit Committee consist of at least three members . The Company is required to appoint a third member to its Audit Committee by the earlier of the Company’s next annual stockholders’ meeting or June 2, 2024. The Company expects to make the appointment within the time period","evidence_source":"SEC 8-K Item 3.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1527541/000121390023057585/0001213900-23-057585-index.htm","confidence":0.9,"family_label":"Listing & Compliance Notices","details":[{"label":"Exchange","value":"nasdaq"},{"label":"Notice","value":"deficiency notice"},{"label":"Deficiency","value":"audit committee"},{"label":"Rules","value":"5605"}],"fact_type":"exchange_compliance_notice"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}