ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On December 20, 2012, Lynnhaven Parkway Associates LLC ("LPA"), a subsidiary of Wheeler Real Estate Investment Trust, L.P., a Virginia limited partnership and the operating partnership of Wheeler Real Estate Investment Trust, Inc. a Maryland corporation (the "Registrant"), entered into a Change in Terms Agreement (the "Agreement") with TowneBank by which certain terms of LPA's existing indebtedness were altered. Specifically, Agreement (a) extended the maturity of the indebtedness to December 30, 2017, (b) provided for a principal amount of $1,533,346, an interest rate of 4.15% and a 240-month amortization and
(c) released the unlimited personal guaranty of Jon S. Wheeler.

Mr. Wheeler is the Chairman and President of the Registrant.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial statements of business acquired.

None.

(b) Pro forma financial information.

None.

(c) Shell company transactions.

None.

(d) Exhibits.

10.1 Change in Terms Agreement, dated December 20, 2012, by and between TowneBank and Lynnhaven Parkway Associates LLC, a subsidiary of the Registrant's operating partnership.

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

WHEELER REAL ESTATE INVESTMENT TRUST, INC.

By: /s/ Jon S. Wheeler Jon S. Wheeler Chairman and President

Dated: December 27, 2012