Exhibit 107
Calculation of Filing Fee Table
Form S-3
(Form Type)
Superior Group of Companies, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1 – Newly Registered and Carry Forward Securities
|
Security |
Security Class Title |
Fee |
Amount |
Proposed |
Maximum |
Fee Rate |
Amount of |
|||||||||||
|
Newly Registered Securities |
||||||||||||||||||
|
Fees to Be Paid
|
Equity |
Common Stock, par value $0.001 per share |
457(o) |
(1) | (2) | – | – | – | ||||||||||
|
Fees to Be Paid |
Equity |
Preferred Stock, par value $0.001 per share |
457(o) |
(1) | (2) | – | – | – | ||||||||||
|
Fees to Be Paid |
Debt |
Debt Securities |
457(o) |
(1) | (2) | – | – | – | ||||||||||
|
Fees to Be Paid |
Other |
Warrants |
457(o) |
(1) | (2) | – | – | – | ||||||||||
|
Fees to Be Paid |
Other |
Units |
457(o) |
(1) | (2) | – | – | – | ||||||||||
|
Fees to Be Paid |
Other |
Subscription Rights |
457(o) |
(1) | (2) | – | – | – | ||||||||||
|
Fees to Be Paid |
Unallocated |
– |
457(o) |
(1) | (2) | $120,000,000 | 0.00015310 | $18,372.00(3) | ||||||||||
|
Fees to Be Paid |
Equity |
Common Stock, par value $0.001 per share |
Other(4) |
775,000(5) | $10.28(4) | $7,967,000(4) | 0.00015310 | $1,219.75(4) | ||||||||||
|
Total Offering Amounts |
$127,967,000 | $19,591.75 | ||||||||||||||||
|
Total Fees Previously Paid |
— | |||||||||||||||||
|
Total Fee Offsets |
$13,092.00 | |||||||||||||||||
|
Net Fee Due |
$6,499.75 | |||||||||||||||||
|
(1) |
With respect to the primary offering, there are being registered hereunder such indeterminate (a) number of shares of common stock and preferred stock, (b) principal amount of debt securities, (c) number of warrants to purchase common stock or preferred stock, (d) number of units consisting of any combination of common stock, preferred stock or debt securities, (e) number of subscription rights to purchase common stock, preferred stock, debt securities, warrants, or units, as may be sold by the registrant from time to time, which together shall have an aggregate initial offering price not to exceed $120,000,000. If any debt securities are issued at an original issue discount, then the principal amount of such debt securities shall be in such greater amount as shall result in an aggregate initial offering price not to exceed $120,000,000, less the aggregate dollar amount of all securities previously issued hereunder. Any securities registered hereunder may be sold separately or in combination with other securities registered hereunder. The securities registered also include such indeterminate number of shares of common stock and preferred stock as may be issued upon conversion of or in exchange for preferred stock or debt securities that provide for conversion or exchange, upon exercise of warrants or pursuant to the anti-dilution provisions of any such securities. The securities registered also include rights to acquire common stock, preferred stock or units of the registrant under any shareholder rights plan then in effect, if applicable under the terms of any such plan. In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the shares registered hereunder include such indeterminate number of shares of common stock and preferred stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions. |
|
(2) |
The proposed maximum aggregate offering price per unit will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of security. |
|
(3) |
Calculated pursuant to Rule 457(o) under the Securities Act. |
|
(4) |
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act. The proposed maximum offering price per share and the maximum aggregate offering price are based upon the average of the high and low prices reported for the registrant’s common stock on May 7, 2025, a date within five business days prior to the filing of this registration statement. |
|
(5) |
Represents the resale of 775,000 shares of the registrant’s common stock by the selling stockholders referenced in the registration statement. Pursuant to Rule 416 under the Securities Act, the shares registered hereunder include such indeterminate number of shares of common stock and preferred stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions. |
Table 2 – Fee Offset Claims and Sources
|
|
Registrant |
Form or |
File |
Initial |
Filing |
Fee Offset Claimed |
Security |
Security |
Unsold |
Unsold |
Fee Paid Offset Source |
|
Rule 457(p) |
|||||||||||
|
Fee Offset Claims |
Superior Group of Companies, Inc. |
S-3 |
333- |
May 13, 2025 |
(1) |
Equity |
Common Stock, par value $0.001 per share |
(1) |
|||
|
Fee Offset Claims |
Superior Group of Companies, Inc. |
S-3 |
333- |
May 13, 2025 |
(1) |
Equity |
Preferred Stock, par value $0.001 per share |
(1) |
|||
|
Fee Offset Claims |
Superior Group of Companies, Inc. |
S-3 |
333- |
May 13, 2025 |
(1) |
Debt |
Debt Securities |
(1) |
|||
|
Fee Offset Claims |
Superior Group of Companies, Inc. |
S-3 |
333- |
May 13, 2025 |
(1) |
Other |
Warrants |
(1) |
|||
|
Fee Offset Claims |
Superior Group of Companies, Inc. |
S-3 |
333- |
May 13, 2025 |
(1) |
Other |
Units |
(1) |
|||
|
Fee Offset Claims |
Superior Group of Companies, Inc. |
S-3 |
333- |
May 13, 2025 |
(1) |
Other |
Subscription Rights |
(1) |
|||
|
Fee Offset Claims |
Superior Group of Companies, Inc. |
S-3 |
333- |
May 13, 2025 |
(1) |
Unallocated (Universal) Shelf |
– |
(1) |
|||
|
Fees Offset Sources |
Superior Group of Companies, Inc. |
S-3 |
333-249760 |
|
10/30/2020 |
|
|
|
|
|
$13,092.00 |
|
(1) |
Pursuant to Rule 457(p) promulgated under the Securities Act, the registrant hereby offsets the total registration fee due under this registration statement by $13,092.00, which represents the portion of the registration fee previously paid with respect to $120,000,000 of unsold securities previously registered under the registrant’s registration statement on Form S-3 filed on October 30, 2020 (File No. 333-249760). The registrant has terminated any offering that included the unsold securities under the prior registration statement. |