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)   5,000,000   $6.40   $32,000,000    0.00015310   $4,899.20 
Fees Previously Paid                                    
   Total Offering Amounts        $32,000,000        $

4,899.20

 
   Total Fees Previously Paid                    
   Total Fee Offsets                    
   Net Fee Due                  $4,899.20 

 

(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 $7.20 and low $5.60 sale prices of the Common Stock on January 28, 2025 (taking into account the one-for-24 reverse stock split effected on May 16, 2024; the one-for-five reverse stock split effected on June 27, 2024; the one-for-three reverse stock split effected on September 19, 2024 (the “September Reverse Stock Split”); the one-for-two reverse stock split effected on November 18, 2024 (the “November Reverse Stock Split”); and the one-for-four reverse stock split effected on January 27, 2025 (the “January Reverse Stock Split”).

 

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   301,196(2)   $98,491,092(2)   Form S-11  333-280643  July 9, 2024

 

(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. 333-280643), originally filed with the Securities and Exchange Commission (the “SEC”) on July 1, 2024 and subsequently declared effective by the SEC on July 9, 2024 (the “Prior Registration Statement”).
   
(2) The Prior Registration Statement related to an aggregate of 20,704,217 shares of Common Stock (or 862,675 shares of Common Stock taking into account the September Reverse Stock Split, the November Reverse Stock Split and the January Reverse Stock Split), of which 301,196 shares of Common Stock remain unissued (taking into account the September Reverse Stock Split, the November Reverse Stock Split and the January Reverse Stock Split).  No registration fee is payable in connection with 301,196 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.