Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 2, 2023

Cedar Realty Trust, Inc.

(Exact Name of Registrant as Specified in its Charter)

Maryland

001-31817

42-1241468

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

2529 Virginia Beach Blvd.,

Virginia Beach, VA

23452

(Address of principal executive offices)

(Zip Code)

(757) 627-9088

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
7.25% Series B Cumulative Redeemable Preferred Stock	CDRpB	New York Stock Exchange
6.50% Series C Cumulative Redeemable Preferred Stock	CDRpC	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure

On August 2, 2023, Cedar Realty Trust, Inc. (the “Company”) and its parent company, Wheeler Real Estate Investment Trust, Inc. (“Wheeler”) jointly announced that on August 1, 2023 the United States District Court for the District of Maryland dismissed without leave to amend a putative class action complaint filed against the Company and Wheeler by purported holders of the Company’s preferred stock.

A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.

The information included in this Current Report on Form 8-K, including the exhibits hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release, dated August 2, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CEDAR REALTY TRUST, INC.

	By:	/s/ M. Andrew Franklin
		M. Andrew Franklin
		Chief Executive Officer and President

Date: August 2, 2023

Exhibit 99.1

CEDAR REALTY TRUST AND WHEELER REAL ESTATE INVESTMENT TRUST ANNOUNCE DISMISSAL OF LAWSUIT

Virginia Beach, Virginia, August 2, 2023 – Cedar Realty Trust, Inc. (“Cedar”) (NYSE: CDRpB and CDRpC) and its parent company, Wheeler Real Estate Investment Trust, Inc. (“Wheeler”) (Nasdaq: WHLR), jointly announced that on August 1, 2023 the United States District Court for the District of Maryland dismissed without leave to amend a putative class action complaint, entitled Kim, et al., v. Cedar Realty Trust, Inc., et al., filed by purported holders of Cedar’s preferred stock against Cedar, Wheeler and Cedar’s former board of directors prior to Cedar’s acquisition by Wheeler. Wheeler acquired all of Cedar’s outstanding common stock in August 2022. The complaint contained allegations against Cedar and its former board of directors for breach of contract related to the terms of the contract governing Cedar’s preferred stock, breach of fiduciary duty against Cedar’s former directors, and tort claims against Wheeler.

“We are pleased the court recognized that Cedar’s merger with Wheeler did not impinge on any rights of Cedar’s preferred stockholders,” said M. Andrew Franklin, chief executive officer of both Cedar and Wheeler.

The plaintiffs have 30 days from the date of the order to file a notice of appeal to the United States Court of Appeals for the Fourth Circuit.

About Cedar Realty Trust, Inc.

Cedar Realty Trust, Inc., a wholly owned subsidiary of Wheeler Real Estate Investment Trust, Inc., is a real estate investment trust (REIT) that owns and operates income producing retail properties with a primary focus on grocery-anchored shopping centers in the Northeast. The Company’s portfolio comprises 19 properties, with approximately 2.8 million square feet of gross leasable area.

About Wheeler Real Estate Investment Trust, Inc.

Headquartered in Virginia Beach, Virginia, Wheeler Real Estate Investment Trust, Inc. is a fully integrated, self-managed commercial real estate investment trust (REIT) focused on owning and operating income-producing retail properties with a primary focus on grocery-anchored centers.

For more information on Cedar and Wheeler, please visit www.whlr.us.

Contact Information:

Investor Relations

(757) 627-9088

Cover	Aug. 02, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 02, 2023
Entity File Number	001-31817
Entity Registrant Name	Cedar Realty Trust, Inc.
Entity Central Index Key	0000761648
Entity Tax Identification Number	42-1241468
Entity Incorporation, State or Country Code	MD
Entity Address, Address Line One	2529 Virginia Beach Blvd.
Entity Address, City or Town	Virginia Beach
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	23452
City Area Code	(757)
Local Phone Number	627-9088
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
7.25% Series B Cumulative Redeemable Preferred Stock
Title of 12(b) Security	7.25% Series B Cumulative Redeemable Preferred Stock
Trading Symbol	CDRpB
Security Exchange Name	NYSE
6.50% Series C Cumulative Redeemable Preferred Stock
Title of 12(b) Security	6.50% Series C Cumulative Redeemable Preferred Stock
Trading Symbol	CDRpC
Security Exchange Name	NYSE