As of December 18, 2012, the Registrant, through WHLR-Twin City Associates, LLC, a Delaware limited liability company ("WHLR-Twin City") and a wholly-owned subsidiary of Wheeler REIT, LP., a Virginia limited partnership of which the Registrant is the sole general partner ("WHLP"), entered into an Assignment of Purchase and Sale Agreement (the "Assignment") with Twin City Associates, LLC, a Virginia limited liability company ("TCA").

Pursuant to the Assignment, for consideration of 44,190 common units of WHLP, WHLR-Twin City succeeded to the rights of TCA under that certain Purchase Contract (the "Purchase Contract") between Twin City Crossing, LLC, a Georgia limited liability company ("TCX"), Wheeler Interests, Inc., a Virginia corporation ("Wheeler Interests") and Wilbur E. Edwards, as escrow agent. On November 1, 2012, Wheeler Interests assigned its rights under the Purchase Contract to TCA, and on December 18, 2012, TCA assigned its rights under the Purchase Contract to WHLR-Twin City. As of December 18, 2012, WHLR-Twin City closed the transaction contemplated by the Purchase Contract and acquired a 47,680 square foot grocery anchored retail center located on over 6 acres of land in Batesburg-Leesville, South Carolina for approximately $4.5 million (the "South Carolina Property").

The South Carolina Property is 100% leased through April 2014 to tenants including Bi-Lo Grocery, Subway and Advance America. The center has potential expansion area of an additional 9,742 square feet with additional space for kiosks in the property's parking area.

The Registrant is structured as an "umbrella partnership real estate investment trust" and conducts substantially all of its business operations through WHLP. Jon Wheeler, the Registrant's Chairman and President, controls Wheeler Interests and TCA. No director, officer or affiliate of the Registrant is affiliated with TCX.

(a) Financial statements of businesses acquired.

The Registrant will file requisite financial information for the acquired property no later than 71 calendar days after the initial filing of this Current Report on Form 8-K.

(b) Pro forma financial information.

Not Applicable.

(c) Shell company transactions.

Not Applicable.

(d) Exhibits.

10.1    Assignment of Purchase and Sale Agreement, dated December 18, 2012, by and
        between TCA and WHLR-Twin City relating to the South Carolina Property.

10.2    Purchase Contract, dated June 11, 2012, by and between TCX and Wheeler
        Interests relating to the South Carolina Property.

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10.3    First Amendment to Purchase Contact, dated July 12, 2012, by and between
        TCX and Wheeler Interests.

10.4    Second Amendment to Purchase Contract, dated August 9, 2012, by and
        between TCX and Wheeler Interests.

10.5    Third Amendment to Purchase Contract, dated August 16, 2012, by and
        between TCX and Wheeler Interests.

10.6    Fourth Amendment to Purchase Contract, dated August 30, 2012, by and
        between TCX and Wheeler Interests.

10.7    Fifth Amendment to Purchase Contract, dated October 12, 2012, by and
        between TCX and Wheeler Interests.

10.8    Six Amendment to Purchase Contract, dated November 9, 2012, by and between
        TCX and Wheeler Interests.

99.1    Press release, dated December 20, 2012, relating to the Registrant's
        acquisition of the Oklahoma Property.

Dated: December 21, 2012