Exhibit 107

 

Calculation of Filing Fee Tables

 

Form S-11

(Form Type)

 

Wheeler Real Estate Investment Trust, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered Securities

 

   Security
Type
  Security
Class Title
  Fee
Calculation or
Carry
Forward Rule
   Amount
Registered (1) 
   Proposed
Maximum
Offering
Price Per
Share (2) 
   Maximum
Aggregate
Offering Price
   Fee Rate   Amount of
Registration Fee
 
Fees to Be Paid  Equity  Common Shares, $0.01 par value   457(c)   20,000,000   $13.625   $272,500,000   $0.00014760   $40,221 
Fees Previously Paid                                    
   Total Offering Amounts        $272,500,000        $

40,221

 
   Total Fees Previously Paid                    
   Total Fee Offsets                    
   Net Fee Due                  $40,221 

 

(1) In accordance with Rule 416 under the Securities Act of 1933, as amended, this Registration Statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends, recapitalization or similar transactions.
   
(2) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) under the Securities Act. The proposed maximum offering price per share and proposed maximum aggregate offering price are based upon the average of the high $14.25 and low $13.00 sale prices of the Common Stock on June 27, 2024 (taking into account the one-for-24 reverse stock split effected on May 16, 2024 (the “May Reverse Stock Split”) and the one-for-five reverse stock split effected on June 27, 2024 (the “June Reverse Stock Split”, and collectively with the May Reverse Stock Split, the “Reverse Stock Splits”).

 

Table 3: Combined Prospectuses

 

Security Type

  Security
Class Title
  Amount of
Securities
Previously
Registered
   Maximum
Aggregate
Offering Price
of Securities
Previously
Registered
   Form Type  File Number(1)  Initial
Effective Date
Equity  Common Shares, $0.01 par value   704,217(2)   $321,545,482(2)   Form S-11  333-274329  September 29, 2023

 

(1) Pursuant to Rule 429 under the Securities Act, the Prospectus included in this Registration Statement, to which this exhibit is attached, is a combined prospectus relating to this Registration Statement and to the registration statement on Form S-11 (File No. 333-274329), originally filed with the Securities and Exchange Commission (the “SEC”) on September 1, 2023, amended on September 28, 2023, and subsequently declared effective by the SEC on September 29, 2023 (the “Prior Registration Statement”).
   
(2) The Prior Registration Statement related to an aggregate of 101,100,000 shares of Common Stock (or 842,500 shares of Common Stock taking into account the Reverse Stock Splits), of which 704,217 shares of Common Stock remain unissued (taking into account the Reverse Stock Splits). No registration fee is payable in connection with 704,217 shares of Common Stock because such securities are being transferred from the Prior Registration Statement pursuant to Rule 429(b) under the Securities Act.  See “Explanatory Note” in this Registration Statement.