---
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"
generated_at: "2026-06-13T07:00:41.302020+00:00"
event_type: "regulatory"
sentiment: "negative"
materiality_score: 0.65
calibrated_materiality_score: 0.65
confidence: "high"
source: SEC EDGAR
---

# Wheeler REIT receives Nasdaq notice for audit committee size non-compliance

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: regulatory
- sentiment: negative
- materiality_score: 0.65
- calibrated_materiality_score: 0.65
- confidence: high
- sec_items: 3.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001213900-23-057585
- JSON: https://secwatch.observer/filing/0001213900-23-057585.json
- Plain text: https://secwatch.observer/filing/0001213900-23-057585.txt

## Key facts
- Listing & Compliance Notices
  Wheeler Real Estate Investment Trust, Inc. received a nasdaq deficiency notice notice regarding audit committee (rules 5605).
  - Exchange: nasdaq
  - Notice: deficiency notice
  - Deficiency: audit committee
  - Rules: 5605
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1527541/000121390023057585/0001213900-23-057585-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.