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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Nuwellis, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| September 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 3, 2025 Nuwellis, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35312 No. 68-0533453 (State or Other Jurisdiction of Incorporation or Organization |
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| September 3, 2025 |
Up to $4,650,000 of Common Stock TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-280647 PROSPECTUS SUPPLEMENT (To prospectus dated July 9, 2024) Up to $4,650,000 of Common Stock NUWELLIS, INC. We have entered into a Sales Agreement, (“sales agreement”) with Ladenburg Thalmann & Co. Inc. (“Ladenburg” or the “Agent”), relating to the sale of shares of our common stock offered by this prospectus supplement |
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| September 3, 2025 |
AT THE MARKET OFFERING AGREEMENT Exhibit 1.1 AT THE MARKET OFFERING AGREEMENT September 3, 2025 Ladenburg Thalmann & Co. Inc. 640 Fifth Avenue, 4th Floor New York, NY 10019 Ladies and Gentlemen: Nuwellis, Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with Ladenburg Thalmann & Co. Inc. (the “Manager”) as follows: 1. Definitions. The terms that follow, when used |
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| August 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 21, 2025 Nuwellis, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35312 No. 68-0533453 (State or Other Jurisdiction of Incorporation or Organization) |
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| August 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 19, 2025 Nuwellis, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35312 No. 68-0533453 (State or Other Jurisdiction of Incorporation or Organization) |
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| August 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2025 Nuwellis, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35312 No. 68-0533453 (State or Other Jurisdiction of Incorporation or Organization) |
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| August 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35312 Nuwellis, Inc. (Exact |
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| August 14, 2025 |
Nuwellis, Inc. Reports Second Quarter 2025 Financial Results and Business Highlights Exhibit 99.1 Nuwellis, Inc. Reports Second Quarter 2025 Financial Results and Business Highlights Minneapolis, MN, August 14, 2025 (GLOBE NEWSWIRE) — Nuwellis, Inc. (Nasdaq: NUWE), a commercial-stage medical technology company dedicated to transforming care for fluid overload patients, today announced financial results for the second quarter ended June 30, 2025, and provided a business update. Sec |
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| August 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2025 Nuwellis, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35312 No. 68-0533453 (State or Other Jurisdiction of Incorporation or Organization) ( |
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| July 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 22, 2025 Nuwellis, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35312 No. 68-0533453 (State or Other Jurisdiction of Incorporation or Organization) (C |
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| July 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| July 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| July 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2025 Nuwellis, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35312 No. 68-0533453 (State or Other Jurisdiction of Incorporation or Organization) (C |
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| July 2, 2025 |
Executive Employment Agreement Exhibit 10.1 Executive Employment Agreement THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made effective as of the 27th day of June 2025 (the “Execution Date”), by and between Nuwellis, Inc., a Delaware corporation (the “Company”) and John L. Erb (the “Executive”) but effective as of May 20, 2025 (the “Commencement Date”). Recitals Whereas, the Board of Directors of the Company (the “B |
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| July 2, 2025 |
CERTIFICATE OF AMENDMENT TO THE Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NUWELLIS, INC. NUWELLIS, INC. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify that: FIRST: The name of the Corporation is Nuwellis, Inc. and the date on which the Fourth Amende |
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| June 23, 2025 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 18, 2025 Nuwellis, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35312 No. 68-0533453 (State or Other Jurisdiction of Incorporation or Organization) (C |
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| June 10, 2025 |
TABLE OF CONTENTS Filed pursuant to Rule 424(b)(4) Registration No. 333-287663 PROSPECTUS 406,755 Shares of Common Stock, Pre-Funded Warrants to Purchase up to 14,085,998 Shares of Common Stock, Series A Warrants to Purchase up to 43,478,259 Shares of Common Stock, Series B Warrants to Purchase up to 14,492,753 Shares of Common Stock, Representative Warrants to Purchase up to 434,782 Sha |
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| June 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2025 Nuwellis, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35312 No. 68-0533453 (State or Other Jurisdiction of Incorporation or Organization) (Co |
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| June 9, 2025 |
EXECUTION VERSION SECURITIES EXCHANGE AGREEMENT Exhibit 10.1 EXECUTION VERSION SECURITIES EXCHANGE AGREEMENT THIS SECURITIES EXCHANGE AGREEMENT (the “Agreement”), dated as of June 9, 2025, is entered into by and between Nuwellis, Inc., a Delaware corporation (the “Company”), and John L. Erb (the “Holder”). WHEREAS, pursuant to the Underwriting Agreement, dated as of November 22, 2017 (the “Underwriting Agreement”), between the Company and Laden |
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| June 9, 2025 |
Exhibit 3.1 NUWELLIS, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES F-1 CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW The undersigned, Robert Scott and Neil P. Ayotte, do hereby certify that: 1. They are the Chief Financial Officer and Secretary, respectively, of Nuwellis, Inc., a Delaware corporation (the “Corporatio |
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| June 5, 2025 |
Ladenburg Thalmann & Co. Inc. 640 Fifth Avenue, 4th Floor New York, New York 10019 Ladenburg Thalmann & Co. Inc. 640 Fifth Avenue, 4th Floor New York, New York 10019 June 5, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Washington, DC 20549 Re: Nuwellis, Inc. Registration Statement on Form S-1 (Registration No. 333-287663) Concurrence in Acceleration Request Ladies and Gentlemen: Ladenburg Thalmann & Co. Inc. (“Ladenburg”), as representat |
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| June 5, 2025 |
June 5, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, NE Washington, D.C. 20549 Attention: Nicholas O’Leary Re: Nuwellis, Inc. Registration Statement on Form S-1 File No. 333-287663 Acceleration Request Requested Date: June 6, 2025 Requested Time: 5:00 P.M. Eastern Time Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 19 |
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| June 3, 2025 |
SERIES [A/B] COMMON STOCK PURCHASE WARRANT NUWELLIS, INC. Exhibit 4.4 SERIES [A/B] COMMON STOCK PURCHASE WARRANT NUWELLIS, INC. Warrant Shares: [] Issue Date: [], 2025 THIS SERIES [A/B] COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [], or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date Shareholde |
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| June 3, 2025 |
Exhibit 107 Calculation of Filing Fee Table FORM S-1 (Form Type) Nuwellis, Inc. (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Maximum Aggregate Offering Price(1)(2) Fee Rate Amount of Registration Fee Equity Class A Common Stock(3) Rule 457(o) $5,750,000 0.00015310 $880.33 Equity Series A Warrants(4) Other |
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| June 3, 2025 |
As filed with the Securities and Exchange Commission on June 2, 2025. TABLE OF CONTENTS As filed with the Securities and Exchange Commission on June 2, 2025. |
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| June 3, 2025 |
Exhibit 1.1 [] SHARES OF COMMON STOCK, PRE-FUNDED WARRANTS EXERCISABLE INTO [] SHARES OF COMMON STOCK, SERIES A WARRANTS EXERCISABLE INTO [] SHARES OF COMMON STOCK AND SERIES B WARRANTS EXERCISABLE INTO [] SHARES OF COMMON STOCK OF NUWELLIS, INC. UNDERWRITING AGREEMENT [], 2025 Ladenburg Thalmann & Co. Inc. As the Representative of the Several underwriters, if any, named in Schedule I hereto 640 F |
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| May 30, 2025 |
REPRESENTATIVE COMMON STOCK PURCHASE WARRANT NUWELLIS, INC. Exhibit 4.5 REPRESENTATIVE COMMON STOCK PURCHASE WARRANT NUWELLIS, INC. Warrant Shares: [] Issue Date: [], 2025 THIS REPRESENTATIVE COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [], or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof |
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| May 30, 2025 |
Exhibit 1.1 [] SHARES OF COMMON STOCK, PRE-FUNDED WARRANTS EXERCISABLE INTO [] SHARES OF COMMON STOCK, SERIES A WARRANTS EXERCISABLE INTO [] SHARES OF COMMON STOCK AND SERIES B WARRANTS EXERCISABLE INTO [] SHARES OF COMMON STOCK OF NUWELLIS, INC. UNDERWRITING AGREEMENT [], 2025 Ladenburg Thalmann & Co. Inc. As the Representative of the Several underwriters, if any, named in Schedule I hereto 640 F |
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| May 30, 2025 |
Exhibit 107 Calculation of Filing Fee Table FORM S-1 (Form Type) Nuwellis, Inc. (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Maximum Aggregate Offering Price(1)(2) Fee Rate Amount of Registration Fee Equity Common Stock(3) Rule 457(o) $5,750,000.00 0.00015310 $880.33 Equity Series A Warrants(4) Other - - |
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| May 30, 2025 |
PRE-FUNDED COMMON STOCK PURCHASE WARRANT NUWELLIS, INC. Exhibit 4.2 PRE-FUNDED COMMON STOCK PURCHASE WARRANT NUWELLIS, INC. Warrant Shares: [] Issue Date: [], 2025 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [], or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “I |
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| May 30, 2025 |
Exhibit 4.3 Nuwellis, Inc. and Equiniti Trust Company, LLC, as Warrant Agent Warrant Agency Agreement Dated as of [], 2025 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of [], 2025 (“Agreement”), between Nuwellis, Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC, a New York limited liability trust company (the “Warrant Agent”). W I T N E S S E T H WHEREAS |
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| May 30, 2025 |
As filed with the Securities and Exchange Commission on May 30, 2025. TABLE OF CONTENTS As filed with the Securities and Exchange Commission on May 30, 2025. |
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| May 30, 2025 |
SERIES [A/B] COMMON STOCK PURCHASE WARRANT NUWELLIS, INC. Exhibit 4.4 SERIES [A/B] COMMON STOCK PURCHASE WARRANT NUWELLIS, INC. Warrant Shares: [] Issue Date: [], 2025 THIS SERIES [A/B] COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [], or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date Shareholde |
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| May 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report NUWELLIS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35312 No. 68-0533453 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification Number) 12988 Valley View Road, Eden Prairie, MN 55344 (Address of principal execu |
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| May 29, 2025 |
Exhibit 1.01 NUWELLIS, INC. Conflict Minerals Report For the reporting period from January 1, 2024, to December 31, 2024 Background This Conflict Minerals Report (the “Report”) of Nuwellis, Inc. (“we”, “us” or the Company”) has been prepared pursuant to Rule 13p-1 and Form SD (the “Rule”) promulgated under the Securities Exchange Act of 1934, as amended, for the reporting period January 1, 2024 to |
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| May 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 20, 2025 Nuwellis, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35312 No. 68-0533453 (State or Other Jurisdiction of Incorporation or Organization) (Co |
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| May 13, 2025 |
Nuwellis, Inc. Announces First Quarter 2025 Financial Results and Business Highlights Exhibit 99.1 Nuwellis, Inc. Announces First Quarter 2025 Financial Results and Business Highlights Minneapolis, MN, May 13, 2025 (GLOBE NEWSWIRE) - Nuwellis, Inc. (Nasdaq: NUWE), a commercial-stage medical device company dedicated to transforming care for fluid overload patients, today announced financial results for the first quarter ended March 31, 2025, and provided a business update. First Qua |
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| May 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2025 Nuwellis, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35312 No. 68-0533453 (State or Other Jurisdiction of Incorporation or Organization) (Co |
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| May 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35312 Nuwellis, Inc. (Exact |
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| May 12, 2025 |
Triple asterisks denote omissions. Exhibit 10.1 Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is of the type that the Company treats as private or confidential. Triple asterisks denote omissions. Supply & Quality Agreement This Master Supply & Quality Agreement (the “Agreement”), dated as of the date last signed below (the "Effective Date"), is entered into by and bet |
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| May 12, 2025 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2025 Nuwellis, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35312 No. 68-0533453 (State or Other Jurisdiction of Incorporation or Organization) (Com |
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| May 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| April 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| April 11, 2025 |
TABLE OF CONTENTS As confidentially submitted to the Securities and Exchange Commission on April 11, 2025. |
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| April 3, 2025 |
Exhibit 99.1 Investor Presentation April 2025 Making Aquadex the Standard of Care for Fluid Management Aquadex SmartFlow® is a registered trademarks of Nuwellis, Inc. Aquadex ® is a trademark of Nuwellis, Inc. Safe Harbor Statement Financial and Statistical DataThis presentation also contains estimates and other statistical data made by independent parties and by us relating to market shares and o |
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| April 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 3, 2025 Nuwellis, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35312 No. 68-0533453 (State or Other Jurisdiction of Incorporation or Organization) (C |
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| April 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| March 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 11, 2025 Nuwellis, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35312 No. 68-0533453 (State or Other Jurisdiction of Incorporation or Organization) ( |
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| March 11, 2025 |
Exhibit 19 INSIDER TRADING POLICY 1. Purpose This Insider Trading Policy (the “Policy”) states policy with respect to transactions in the securities of NUWELLIS, INC. (the “ Company”), and the handling of confidential information about the Company and other companies with which the Company does business. The Company’s Board of Directors has adopted this Policy to promote compliance with federal an |
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| March 11, 2025 |
Nuwellis, Inc. Announces Fourth Quarter and Full Year 2024 Financial Results Exhibit 99.1 Nuwellis, Inc. Announces Fourth Quarter and Full Year 2024 Financial Results Minneapolis, MN, March 11, 2025 (GLOBE NEWSWIRE) - Nuwellis, Inc. (Nasdaq: NUWE), a commercial-stage medical device company focused on transforming the lives of people with fluid overload, today reported financial results for the fourth quarter and full year ended December 31, 2024. Recent Highlights: • CMS f |
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| March 11, 2025 |
Exhibit 4.22 Nuwellis, Inc. Description of Securities General Nuwellis, Inc. (the “Company”) is incorporated in the State of Delaware. The following description summarizes the most important terms of our capital stock. This description is not complete, and we qualify it by referring to our certificate of incorporation, bylaws and certificate of designation of preferences, rights and limitations of |
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| March 11, 2025 |
EXHIBIT 21 SUBSIDIARIES Entity Jurisdiction of Formation Sunshine Heart Ireland Limited Ireland |
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| March 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended: December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number 001-35312 NUWELLIS, INC. (Exact nam |
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| February 24, 2025 |
Exhibit 10.2 12988 Valley View Road Eden Prairie, Minnesota 55344 (952) 345-4200 https://www.nuwellis.com/ February 18, 2025 Mr. John L. Erb [Address] Re: Nuwellis, Inc. Interim President and Chief Executive Officer Employment Letter Agreement Dear John: You have agreed to serve as Interim President and Chief Executive Officer (the “Interim CEO”) of Nuwellis, Inc., a Delaware corporation (the “Com |
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| February 24, 2025 |
SEPARATION AND RELEASE AGREEMENT Exhibit 10.1 SEPARATION AND RELEASE AGREEMENT This SEPARATION AND RELEASE AGREEMENT (the “Agreement”) is made and entered into as of February 23, 2025, by and between Nuwellis, Inc., a Delaware corporation, whose address is 12988 Valley View Road, Eden Prairie, Minnesota 55344 (the “Company”) and Nestor Jaramillo, Jr., whose address is as reflected in the personnel records of the Company (“Employe |
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| February 24, 2025 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Minneapolis, MN – February 24, 2025 NUWELLIS ANNOUNCES RETIREMENT OF NESTOR JARAMILLO, JR. AS PRESIDENT AND CEO JOHN ERB, CURRENT CHAIR OF THE BOARD, APPOINTED INTERIM PRESIDENT AND CEO MINNEAPOLIS, Feb. 24, 2025 (GLOBE NEWSWIRE) - Nuwellis, Inc. (Nasdaq: NUWE), a medical technology company focused on transforming the lives of people with fluid overload, announce |
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| February 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 18, 2025 Nuwellis, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35312 No. 68-0533453 (State or Other Jurisdiction of Incorporation or Organization |
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| December 20, 2024 |
December 20, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, NE Washington, D.C. 20549 Re: Nuwellis, Inc. Registration Statement on Form S-1, as amended File No. 333-283283 Acceleration Request Requested Date: December 20, 2024 Requested Time: 4:30 P.M. Eastern Time Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as |
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| December 20, 2024 |
NUWELLIS, INC. Up to 3,734,511 Shares of Common Stock Offered by the Selling Securityholders TABLE OF CONTENTS Filed pursuant to Rule 424(b)(3) Registration No. 333-283283 PROSPECTUS NUWELLIS, INC. Up to 3,734,511 Shares of Common Stock Offered by the Selling Securityholders This prospectus relates to the offer and resale from time to time of up to 3,734,511 shares of our common stock, par value $0.0001 per share (the “common stock”) issuable upon (i) the exercise of Series I common sto |
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| December 19, 2024 |
Nuwellis Regains Compliance with Nasdaq Listing Requirements Exhibit 99.1 Nuwellis Regains Compliance with Nasdaq Listing Requirements MINNEAPOLIS — Dec. 19, 2024 — Nuwellis, Inc. (Nasdaq: NUWE) (the “Company” or “Nuwellis”), today announced that the Company received formal written notice from The Nasdaq Stock Market LLC ("Nasdaq") that the Company has regained compliance with Nasdaq's minimum bid price requirement (the “Bid Price Requirement”) set forth in |
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| December 19, 2024 |
As filed with the Securities and Exchange Commission on December 19, 2024 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on December 19, 2024 Registration No. |
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| December 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 17, 2024 Nuwellis, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35312 No. 68-0533453 (State or Other Jurisdiction of Incorporation or Organization |
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| December 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 16, 2024 Nuwellis, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35312 No. 68-0533453 (State or Other Jurisdiction of Incorporation or Organization |
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| November 15, 2024 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) NUWELLIS, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(6) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Shares of Common Stock, par va |
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| November 15, 2024 |
As filed with the Securities and Exchange Commission on November 15, 2024 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on November 15, 2024 Registration No. |
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| November 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 11, 2024 Nuwellis, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35312 No. 68-0533453 (State or Other Jurisdiction of Incorporation or Organization |
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| November 12, 2024 |
AMENDMENT TO THE THIRD AMENDED AND RESTATED BYLAWS NUWELLIS, INC. Exhibit 3.14 AMENDMENT TO THE THIRD AMENDED AND RESTATED BYLAWS of NUWELLIS, INC. The Third Amended and Restated Bylaws (the “Bylaws”), of Nuwellis, Inc., a Delaware corporation, are hereby amended as follows, effective as of October 5, 2022. 1. Section 8 of ARTICLE III of the Bylaws is hereby amended and restated in its entirety to read as follows: “Quorum. At all meetings of stockholders, except |
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| November 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35312 NUWELLIS, INC. (E |
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| November 12, 2024 |
THIRD AMENDED AND RESTATED BYLAWS NUWELLIS, INC. (A DELAWARE CORPORATION) Exhibit 3.13 THIRD AMENDED AND RESTATED BYLAWS OF NUWELLIS, INC. (A DELAWARE CORPORATION) TABLE OF CONTENTS ARTICLE I OFFICES 3 1. REGISTERED OFFICE. 3 2. OTHER OFFICES. 3 ARTICLE II CORPORATE SEAL 3 3. CORPORATE SEAL. 3 ARTICLE III STOCKHOLDERS’ MEETINGS 3 4. PLACE OF MEETINGS. 3 5. ANNUAL MEETINGS. 3 6. SPECIAL MEETINGS. 6 7. NOTICE OF MEETINGS. 7 8. QUORUM. 7 9. ADJOURNMENT AND NOTICE OF ADJOUR |
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| November 12, 2024 |
Nuwellis, Inc. Announces Third Quarter 2024 Financial Results and Recent Highlights Exhibit 99.1 Nuwellis, Inc. Announces Third Quarter 2024 Financial Results and Recent Highlights Minneapolis, MN, November 11, 2024 (GLOBE NEWSWIRE) - Nuwellis, Inc. (Nasdaq: NUWE), a medical device company focused on transforming the lives of people with fluid overload, today reported financial results for the third quarter ended September 30, 2024. Recent Highlights: • Received a 297% CMS reimbu |
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| November 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2024 Nuwellis, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35312 No. 68-0533453 (State or Other Jurisdiction of Incorporation or Organization) |
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| November 7, 2024 |
Exhibit 10.1 NUWELLIS, INC. November 5, 2024 Holder of Common Stock Purchase Warrants issued on April 30, 2024 Re: Inducement Offer to Exercise Common Stock Purchase Warrants Dear Holder: Nuwellis, Inc. (the “Company”) is pleased to offer to you the opportunity to receive new warrants to purchase shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), in considerati |
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| November 7, 2024 |
Nuwellis Announces Exercise of Warrants for $5.1 Million of Gross Proceeds Exhibit 99.1 Nuwellis Announces Exercise of Warrants for $5.1 Million of Gross Proceeds MINNEAPOLIS, November 5, 2024 (GLOBE NEWSWIRE) - Nuwellis, Inc. (Nasdaq: NUWE) (“Nuwellis” or the “Company”), a commercial-stage medical device company committed to transforming the lives of people with fluid overload, today announced the entry into definitive agreements for the immediate exercise of certain ou |
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| November 7, 2024 |
SERIES II COMMON STOCK PURCHASE WARRANT NUWELLIS, INC. Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| November 7, 2024 |
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT NUWELLIS, INC. Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| November 7, 2024 |
SERIES I COMMON STOCK PURCHASE WARRANT NUWELLIS, INC. Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| November 1, 2024 |
Nuwellis Announces Preliminary Results for Third Quarter of 2024 Exhibit 99.1 Nuwellis Announces Preliminary Results for Third Quarter of 2024 MINNEAPOLIS — November 1, 2024 — Nuwellis, Inc. (Nasdaq: NUWE), a medical device company dedicated to transforming the lives of patients suffering from fluid overload, today announced certain preliminary, unaudited results for the quarter ended September 30, 2024. The company plans to report its complete results and host |
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| November 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2024 Nuwellis, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35312 No. 68-0533453 (State or Other Jurisdiction of Incorporation or Organization) |
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| October 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 20, 2024 Nuwellis, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35312 No. 68-0533453 (State or Other Jurisdiction of Incorporation or Organization) |
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| October 23, 2024 |
CONFIDENTIAL SETTLEMENT AGREEMENT & RELEASE Exhibit 10.1 CONFIDENTIAL SETTLEMENT AGREEMENT & RELEASE This Confidential Settlement Agreement and Release (“Settlement Agreement”) is made between SeaStar Medical Holding Corporation (“SeaStar”), on the one hand, and Nuwellis, Inc. (“Nuwellis”), on the other hand (each singularly a “Party” and together the “Parties”). RECITALS WHEREAS, the Parties entered into a License and Distribution Agreemen |
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| September 6, 2024 |
NUWELLIS, INC. Up to 1,422,031 Shares of Common Stock Offered by the Selling Securityholders TABLE OF CONTENTS Filed pursuant to Rule 424(b)3 Registration No. 333-281563 PROSPECTUS NUWELLIS, INC. Up to 1,422,031 Shares of Common Stock Offered by the Selling Securityholders This prospectus relates to the offer and resale from time to time of up to 1,422,031 shares of our common stock, par value $0.0001 per share (the “common stock”) issuable upon (i) the exercise of common stock purchase |
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| September 4, 2024 |
September 4, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, NE Washington, D.C. 20549 Re: Nuwellis, Inc. Registration Statement on Form S-1/A File No. 333-281563 Acceleration Request Requested Date: September 6, 2024 Requested Time: 4:30 P.M. Eastern Time Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, |
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| August 30, 2024 |
EX-99.1 2 ea021310701ex99-1nuwe.htm JOINT FILING AGREEMENT Exhibit 1 JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agre |
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| August 30, 2024 |
NUWE / Nuwellis, Inc. / INTRACOASTAL CAPITAL, LLC - SCHEDULE 13G Passive Investment SC 13G 1 ea021310701-13gintranuwe.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Nuwellis, Inc. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 67113Y405 (CUSIP Number) August 23, 2024 (Date of Event Which Requires Filing of this Statement) Ch |
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| August 29, 2024 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) NUWELLIS, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(3) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Shares of Common Stock, par va |
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| August 29, 2024 |
As filed with the Securities and Exchange Commission on August 28, 2024 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on August 28, 2024 Registration No. |
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| August 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 23, 2024 Nuwellis, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35312 No. 68-0533453 (State or Other Jurisdiction of Incorporation or Organization) |
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| August 26, 2024 |
Exhibit 99.1 Nuwellis Announces Pricing of $916,000 Registered Direct Offering Priced At-The-Market Under Nasdaq Rules MINNEAPOLIS, August 23, 2024 (GLOBE NEWSWIRE) - Nuwellis, Inc. (Nasdaq: NUWE) (“Nuwellis” or the “Company”), a medical technology company focused on transforming the lives of people with fluid overload, today announced that it has entered into a definitive securities purchase agre |
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| August 26, 2024 |
PLACEMENT AGENCY AGREEMENT August 23, 2024 Exhibit 10.1 PLACEMENT AGENCY AGREEMENT August 23, 2024 Ladenburg Thalmann & Co. Inc. 640 Fifth Avenue, 4th Floor New York, NY 10019 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), Nuwellis, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of $891,782.60 of securities of the Company, including, but not limited |
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| August 26, 2024 |
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT nuwellis, Inc. Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| August 26, 2024 |
Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of August 23, 2024 between Nuwellis, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set fort |
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| August 26, 2024 |
COMMON STOCK PURCHASE WARRANT nuwellis, Inc. Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| August 26, 2024 |
NUWELLIS, INC. 483,351 Shares of Common Stock TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-280647 PROSPECTUS SUPPLEMENT (To prospectus dated July 9, 2024) NUWELLIS, INC. 483,351 Shares of Common Stock We are offering 483,351 shares of common stock, par value $0.0001 per share (“Common Stock”), in this offering. Each share of Common Stock is being sold at a price of $1.8450. In a concurrent private placement, we ar |
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| August 22, 2024 |
TERMINATION AGREEMENT TO THE SUPPLY AND COLLABORATION AGREEMENT Exhibit 10.1 TERMINATION AGREEMENT TO THE SUPPLY AND COLLABORATION AGREEMENT This Termination Agreement to the Supply and Collaboration Agreement (the “Termination Agreement”) is effective as of August 21, 2024 (the “Effective Date”), by and between DaVita Inc., a Delaware corporation, for the benefit of DaVita and its Affiliates (collectively referred to as “DaVita”), and Nuwellis, Inc., a Delawa |
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| August 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 21, 2024 Nuwellis, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35312 No. 68-0533453 (State or Other Jurisdiction of Incorporation or Organization) |
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| August 15, 2024 |
As filed with the Securities and Exchange Commission on August 14, 2024 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on August 14, 2024 Registration No. |
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| August 15, 2024 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) NUWELLIS, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1)(2) Proposed Maximum Offering Price Per Unit(3) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Shares of Common Stock, par |
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| August 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2024 Nuwellis, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35312 No. 68-0533453 (State or Other Jurisdiction of Incorporation or Organization) |
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| August 13, 2024 |
Nuwellis, Inc. Announces Second Quarter 2024 Financial Results Exhibit 99.1 Nuwellis, Inc. Announces Second Quarter 2024 Financial Results Minneapolis, MN, August 13, 2024 (GLOBE NEWSWIRE) - Nuwellis, Inc. (Nasdaq: NUWE), a medical technology company focused on transforming the lives of people with fluid overload, today reported financial results for the second quarter ended June 30, 2024. Highlights: • Revenue of $2.2 million, a 6% increase over the second q |
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| August 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35312 NUWELLIS, INC. (Exact |
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| August 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2024 Nuwellis, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35312 No. 68-0533453 (State or Other Jurisdiction of Incorporation or Organization) ( |
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| August 2, 2024 |
NUWE / Nuwellis, Inc. / INTRACOASTAL CAPITAL, LLC - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Nuwellis, Inc. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 67113Y405 (CUSIP Number) July 24, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan |
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| August 2, 2024 |
EX-99.1 2 ea021047701ex99-1nuwellis.htm JOINT FILING AGREEMENT Exhibit 1 JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing |
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| July 25, 2024 |
NUWELLIS, INC. 469,340 Shares of Common Stock TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-280647 PROSPECTUS SUPPLEMENT (To prospectus dated July 9, 2024) NUWELLIS, INC. 469,340 Shares of Common Stock We are offering 469,340 shares of common stock, par value $0.0001 per share (“Common Stock”), in this offering. Each share of Common Stock is being sold at a price of $4.24. In a concurrent private placement, we are |
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| July 25, 2024 |
FORM OF COMMON STOCK PURCHASE WARRANT NUWELLIS, INC. Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| July 25, 2024 |
Exhibit 10.1 PLACEMENT AGENCY AGREEMENT July 24, 2024 Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), Nuwellis, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of $1,990,001.60 of registered and unregistered securities of the |
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| July 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 24, 2024 Nuwellis, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35312 No. 68-0533453 (State or Other Jurisdiction of Incorporation or Organization) (C |
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| July 25, 2024 |
Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of July 24, 2024, between Nuwellis, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth |
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| July 25, 2024 |
Nuwellis Announces Pricing of $2.0 Million Offering Priced At-The-Market Under Nasdaq Rules Exhibit 99.1 Nuwellis Announces Pricing of $2.0 Million Offering Priced At-The-Market Under Nasdaq Rules MINNEAPOLIS, July 24, 2024 (GLOBE NEWSWIRE) - Nuwellis, Inc. (Nasdaq: NUWE) (“Nuwellis” or the “Company”), a medical technology company focused on transforming the lives of people with fluid overload, today announced that it has entered into a definitive securities purchase agreement with certa |
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| July 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 16, 2024 Nuwellis, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35312 No. 68-0533453 (State or Other Jurisdiction of Incorporation or Organization) (C |
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| July 17, 2024 |
Nuwellis Marks First Commercial Sale of QUELIMMUNE™ Therapy to Cincinnati Children’s Exhibit 99.1 Nuwellis Marks First Commercial Sale of QUELIMMUNE™ Therapy to Cincinnati Children’s MINNEAPOLIS — Jul. 17, 2024 — Nuwellis, Inc. (Nasdaq: NUWE), a medical technology company dedicated to transforming the lives of patients suffering from fluid overload, is proud to announce its first commercial sale of QUELIMMUNE™, a novel therapy developed by SeaStar Medical Holding Corporation for p |
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| July 17, 2024 |
Exhibit 99.1 July 2024 Investor Presentation Aquadex FlexFlow® and Aquadex SmartFlow® are registered trademarks of Nuwellis, Inc. Aquadex ® is a trademark of Nuwellis, Inc. Safe Harbor Statement Financial and Statistical DataThis presentation also contains estimates and other statistical data made by independent parties and by us relating to market shares and other data about our industry. These d |
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| July 17, 2024 |
Exhibit 99.1 July 2024 Investor Presentation Aquadex FlexFlow® and Aquadex SmartFlow® are registered trademarks of Nuwellis, Inc. Aquadex ® is a trademark of Nuwellis, Inc. Safe Harbor Statement Financial and Statistical DataThis presentation also contains estimates and other statistical data made by independent parties and by us relating to market shares and other data about our industry. These d |
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| July 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 16, 2024 Nuwellis, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35312 No. 68-0533453 (State or Other Jurisdiction of Incorporation |
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| July 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 17, 2024 Nuwellis, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35312 No. 68-0533453 (State or Other Jurisdiction of Incorporation or Organization) (C |
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| July 8, 2024 |
July 8, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, NE Washington, D.C. 20549 Attention: Robert Augustin Re: Nuwellis, Inc. Registration Statement on Form S-3 File No. 333-280647 Acceleration Request Requested Date: July 9, 2024 Requested Time: 4:30 P.M. Eastern Time Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 193 |
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| July 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 1, 2024 Nuwellis, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35312 No. 68-0533453 (State or Other Jurisdiction of Incorporation or Organization) (Co |
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| July 1, 2024 |
Exhibit 4.19 NUWELLIS, INC. AND , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF NUWELLIS, INC. FORM OF PREFERRED STOCK WARRANT AGREEMENT THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [●], between Nuwellis, Inc., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [ |
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| July 1, 2024 |
Exhibit 4.16 NUWELLIS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [●], 20 Debt Securities TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms. 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.01 Designation and Terms of Securities. 4 Section 2.02 Form of Securities and Trustee’s Certificate. 6 Section 2.03 |
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| July 1, 2024 |
As filed with the Securities and Exchange Commission on July 1, 2024 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on July 1, 2024 Registration No. |
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| July 1, 2024 |
Exhibit 4.18 NUWELLIS, INC. AND , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF NUWELLIS, INC. FORM OF COMMON STOCK WARRANT AGREEMENT THIS COMMON STOCK WARRANT AGREEMENT(this “Agreement”), dated as of [●], between Nuwellis, Inc., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and hav |
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| July 1, 2024 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-3 (Form Type) Nuwellis, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering price Per Unit Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee Fe |
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| July 1, 2024 |
Exhibit 4.20 NUWELLIS, INC. AND , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF NUWELLIS, INC. FORM OF DEBT SECURITIES WARRANT AGREEMENT THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [●], between Nuwellis, Inc., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [ |
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| June 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2024 Nuwellis, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35312 No. 68-0533453 (State or Other Jurisdiction of Incorporation or Organization) (C |
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| June 26, 2024 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NUWELLIS, INC. NUWELLIS, INC. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify that: FIRST: The name of the Corporation is Nuwellis, Inc. and the date on which the Fourth Amende |
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| June 26, 2024 |
Nuwellis Announces Reverse Stock Split Exhibit 99.1 Nuwellis Announces Reverse Stock Split MINNEAPOLIS, June 26, 2024 (GLOBE NEWSWIRE) - Nuwellis, Inc. (Nasdaq: NUWE) (“Nuwellis” or the “Company”), a medical technology company focused on transforming the lives of people with fluid overload, announced today a 1-for-35 reverse split (the “Reverse Stock Split”) of its common stock, par value $0.0001 (the “Common Stock”), effective at 5:00 |
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| June 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2024 Nuwellis, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35312 No. 68-0533453 (State or Other Jurisdiction of Incorporation or Organization) (Co |
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| June 6, 2024 |
FIRST AMENDMENT TO THE SUPPLY AND COLLABORATION AGREEMENT Exhibit 10.1 FIRST AMENDMENT TO THE SUPPLY AND COLLABORATION AGREEMENT This First Amendment to the Supply and Collaboration Agreement (the “First Amendment”) is effective as of May 31, 2024 (the “Effective Date”), by and between DaVita Inc., a Delaware corporation, for the benefit of DaVita and its Affiliates (collectively referred to as “DaVita”), and Nuwellis, Inc., a Delaware corporation (“Nuwe |
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| June 6, 2024 |
Exhibit 99.1 Nuwellis and DaVita Extend Supply and Collaboration Agreement Pilot Phase Pilot Collaboration for Aquadex® Ultrafiltration Therapy for Adult Patients with Congestive Heart Failure is extended to August 31, 2024 MINNEAPOLIS — Jun. 6, 2024 — Nuwellis, Inc. Nuwellis, Inc. (Nasdaq: NUWE), a medical technology company dedicated to transforming the lives of patients with fluid overload, tod |
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| June 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 31, 2024 Nuwellis, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35312 No. 68-0533453 (State or Other Jurisdiction of Incorporation or Organization) (Co |
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| May 29, 2024 |
Exhibit 1.01 NUWELLIS, INC. Conflict Minerals Report For the reporting period from January 1, 2023 to December 31, 2023 Background This Conflict Minerals Report (the “Report”) of Nuwellis, Inc. (“we”, “us” or the “Company”) has been prepared pursuant to Rule 13p-1 and Form SD (the “Rule”) promulgated under the Securities Exchange Act of 1934, as amended, for the reporting period January 1, 2023 to |
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| May 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2024 Nuwellis, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35312 No. 68-0533453 (State or Other Jurisdiction of Incorporation or Organization) (Co |
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| May 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report NUWELLIS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35312 No. 68-0533453 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification Number) 12988 Valley View Road, Eden Prairie, MN 55344 (Address of principal execu |
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| May 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi |
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| May 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35312 NUWELLIS, INC. (Exact |
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| May 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| May 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2024 Nuwellis, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35312 No. 68-0533453 (State or Other Jurisdiction of Incorporation or Organization) (Com |
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| May 7, 2024 |
Nuwellis, Inc. Announces First Quarter 2024 Financial Results Exhibit 99.1 Nuwellis, Inc. Announces First Quarter 2024 Financial Results Minneapolis, MN, May 7, 2024 (GLOBE NEWSWIRE) - Nuwellis, Inc. (Nasdaq: NUWE), a medical technology company focused on transforming the lives of people with fluid overload, today reported financial results for the first quarter ended March 31, 2024. Highlights: • Revenue of $1.9 million, a 2% increase over the prior-year pe |
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| May 6, 2024 |
NUWE / Nuwellis, Inc. / S.H.N. Financial Investments Ltd. - SCHEDULE 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Nuwellis, Inc. (Name of Issuer) Common stock, par value $0.0001 (Title of Class of Securities) 67113Y405 (CUSIP Number) April 26, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☐ Rule |
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| May 3, 2024 |
NUWE / Nuwellis, Inc. / INTRACOASTAL CAPITAL, LLC - SCHEDULE 13G Passive Investment SC 13G 1 ea0205218-13gintranuwell.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Nuwellis, Inc. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 67113Y405 (CUSIP Number) April 26, 2024 (Date of Event Which Requires Filing of this Statement) Che |
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| May 3, 2024 |
EX-99.1 2 ea020521801ex99-1nuwell.htm JOINT FILING AGREEMENT Exhibit 1 JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing ag |
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| May 1, 2024 |
Nuwellis Announces Closing of $2.7 Million Public Offering Exhibit 99.2 Nuwellis Announces Closing of $2.7 Million Public Offering MINNEAPOLIS, April 30, 2024 (GLOBE NEWSWIRE) - Nuwellis, Inc. (Nasdaq: NUWE) (“Nuwellis” or the “Company”), a medical technology company focused on transforming the lives of people with fluid overload, today announced the closing of its previously announced public offering of 11,250,000 shares of its common stock (or pre-funde |
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| May 1, 2024 |
Nuwellis Announces Pricing of $2.7 Million Public Offering Exhibit 99.1 Nuwellis Announces Pricing of $2.7 Million Public Offering MINNEAPOLIS, April 26, 2024 (GLOBE NEWSWIRE) - Nuwellis, Inc. (Nasdaq: NUWE) (“Nuwellis” or the “Company”), a medical technology company focused on transforming the lives of people with fluid overload, today announced the pricing of a public offering of 11,250,000 shares of its common stock (or pre-funded warrants in lieu ther |
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| May 1, 2024 |
FORM OF COMMON STOCK PURCHASE WARRANT NUWELLIS, INC. Exhibit 4.1 FORM OF COMMON STOCK PURCHASE WARRANT NUWELLIS, INC. Warrant Shares: Initial Exercise Date: April 30, 2024 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received by the Company, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date her |
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| May 1, 2024 |
FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT NUWELLIS, INC. Exhibit 4.2 FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT NUWELLIS, INC. Warrant Shares: Initial Exercise Date: April 30, 2024 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received by the Company, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on |
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| May 1, 2024 |
Exhibit 4.3 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT (this “Warrant Agency Agreement”) dated as of April 30, 2024 (the “Issuance Date”) between Nuwellis, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), and Equiniti Trust Company, LLC, a New York limited liability company (“Equiniti”) (the “Warrant Agent”). WHEREAS, the Company is engaged in a public o |
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| May 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| May 1, 2024 |
Exhibit 1.1 PLACEMENT AGENCY AGREEMENT April 26, 2024 Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), Nuwellis, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of approximately $2,700,000 of (a) 8,419,996 shares (the “Shares” |
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| May 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 26, 2024 Nuwellis, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35312 No. 68-0533453 (State or Other Jurisdiction of Incorporation or Organization) ( |
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| May 1, 2024 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of April 26, 2024, between Nuwellis, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set fort |
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| April 29, 2024 |
TABLE OF CONTENTS Filed pursuant to Rule 424(b)(4) Registration No. 333-276562 PROSPECTUS NUWELLIS, INC. 8,419,996 Shares of Common Stock 2,830,004 Pre-Funded Warrants to purchase up to 2,830,004 Shares of Common Stock 16,875,000 Common Warrants to purchase up to 16,875,000 Shares of Common Stock 19,705,004 Shares of Common Stock Underlying the Pre-Funded Warrants and Common Warrants We are offe |
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| April 22, 2024 |
April 22, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, NE Washington, D.C. 20549 Re: Nuwellis, Inc. Registration Statement on Form S-1 File No. 333-276562 Acceleration Request Requested Date: April 24, 2024 Requested Time: 5:00 P.M. Eastern Time Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Nuwellis |
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| April 22, 2024 |
April 22, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, NE Washington, D.C. 20549 Re: Nuwellis, Inc. Registration Statement on Form S-1, as amended File No. 333-276562 Withdrawal of Acceleration Request Ladies and Gentlemen: Reference is made to our letter filed as correspondence via EDGAR on April 17, 2024 (the “Acceleration Request”), in wh |
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| April 22, 2024 |
April 22, 2024 VIA EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Nuwellis, Inc. (the “Company”) Registration Statement on Form S-1 (File No. 333-276562) Ladies and Gentlemen: In connection with the above-captioned registration statement, the undersigned placement agent hereby requests the withdrawal of its acceleration request dated April 17, 2024. Very tru |
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| April 22, 2024 |
Roth Capital Partners, LLC 888 San Clemente Drive Newport Beach, CA 92660 Roth Capital Partners, LLC 888 San Clemente Drive Newport Beach, CA 92660 April 22, 2024 VIA EDGAR Securities and Exchange Commission 100 F Street, N. |
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| April 17, 2024 |
Roth Capital Partners, LLC 888 San Clemente Drive Newport Beach, CA 92660 Roth Capital Partners, LLC 888 San Clemente Drive Newport Beach, CA 92660 April 17, 2024 VIA EDGAR Securities and Exchange Commission 100 F Street, N. |
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| April 17, 2024 |
April 17, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, NE Washington, D.C. 20549 Re: Nuwellis, Inc. Registration Statement on Form S-1 File No. 333-276562 Acceleration Request Requested Date: April 18, 2024 Requested Time: 5:00 P.M. Eastern Time Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Nuwellis |
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| April 17, 2024 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) NUWELLIS, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1)(2) Fee Rate Amount of Registration Fee(3) Newly Registered Securities Equity |
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| April 17, 2024 |
Exhibit 10.70 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of [], 2024, between Nuwellis, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth in |
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| April 17, 2024 |
As filed with the Securities and Exchange Commission on April 17, 2024 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on April 17, 2024 Registration No. |
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| April 17, 2024 |
FORM OF COMMON STOCK PURCHASE WARRANT NUWELLIS, INC. Exhibit 4.16 FORM OF COMMON STOCK PURCHASE WARRANT NUWELLIS, INC. Warrant Shares: Initial Exercise Date: [ ], 2024 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received by the Company, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof |
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| April 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| March 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2024 Nuwellis, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35312 No. 68-0533453 (State or Other Jurisdiction of Incorporation or Organization) ( |
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| March 13, 2024 |
FORM OF COMMON STOCK PURCHASE WARRANT NUWELLIS, INC. Exhibit 4.16 FORM OF COMMON STOCK PURCHASE WARRANT NUWELLIS, INC. Warrant Shares: Initial Exercise Date: [ ], 2024 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received by the Company, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof |
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| March 13, 2024 |
Exhibit 1.1 PLACEMENT AGENCY AGREEMENT [], 2024 Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), Nuwellis, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of $[] of (a) [] shares (the “Shares”) of the Company’s common stock, $ |
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| March 13, 2024 |
FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT NUWELLIS, INC. Exhibit 4.17 FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT NUWELLIS, INC. Warrant Shares: Initial Exercise Date: [ ], 2024 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received by the Company, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or |
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| March 13, 2024 |
Exhibit 4.18 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT (this “Warrant Agency Agreement”) dated as of [ ], 2024 (the “Issuance Date”) between Nuwellis, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), and Equiniti Trust Company, LLC, a New York limited liability company (“Equiniti”) (the “Warrant Agent”). WHEREAS, the Company is engaged in a public offer |
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| March 13, 2024 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) NUWELLIS, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1)(2) Fee Rate Amount of Registration Fee(3) Newly Registered Securities Equity |
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| March 13, 2024 |
Exhibit 10.70 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of [], 2024, between Nuwellis, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth in |
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| March 13, 2024 |
As filed with the Securities and Exchange Commission on March 13, 2024 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on March 13, 2024 Registration No. |
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| March 11, 2024 |
EXHIBIT 21 SUBSIDIARIES Entity Jurisdiction of Formation Sunshine Heart Ireland Limited Ireland |
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| March 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended: December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number 001-35312 NUWELLIS, INC. (Exact name o |
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| March 11, 2024 |
Exhibit 4.14 Nuwellis, Inc. Description of Securities General Nuwellis, Inc. (the “Company”) is incorporated in the State of Delaware. The following description summarizes the most important terms of our capital stock. This description is not complete, and we qualify it by referring to our certificate of incorporation, bylaws and certificate of designation of preferences, rights and limitations of |
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| March 11, 2024 |
Exhibit 97 Nuwellis, Inc. Policy for the Recovery of Erroneously Awarded Compensation Adopted and approved on November 14, 2023 and Effective as of December 1, 2023 1. Purpose. The Board of Directors (the “Board”) OF NUWELLIS, INC., a Delaware corporation (including its direct and indirect subsidiaries, the “Company”) believes that it is in the best interests of the Company and its stockholders to |
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| March 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 5, 2024 Nuwellis, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35312 No. 68-0533453 (State or Other Jurisdiction of Incorporation or Organization) (C |
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| March 6, 2024 |
Exhibit 99.1 Nuwellis, Inc. Announces Fourth Quarter and Full Year 2023 Financial Results Strengthens Its Foundation for Growth, Strong Pediatric Sales, Expanding Margins and Increases Number of New Hospital Accounts Minneapolis, MN, March 5, 2024 (GLOBE NEWSWIRE) - Nuwellis, Inc. (Nasdaq: NUWE), a medical technology company focused on transforming the lives of people with fluid overload, today re |
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| February 14, 2024 |
February 14, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, NE Washington, D.C. 20549 Re: Nuwellis, Inc. Registration Statement on Form S-1, as amended File No. 333-276562 Withdrawal of Acceleration Request Ladies and Gentlemen: Reference is made to our letter filed as correspondence via EDGAR on February 9, 2024 (the “Acceleration Request”), |
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| February 14, 2024 |
February 14, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Nuwellis, Inc. Registration Statement on Form S-1, as amended File No. 333-276562 Withdrawal of Acceleration Request Ladies and Gentlemen: Reference is made to our letter, filed as correspondence via EDGAR on February 9, 2024, in which we requested the a |
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| February 9, 2024 |
February 9, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: Nuwellis, Inc. Registration Statement on Form S-1, as amended File No: 333-276562 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1 |
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| February 9, 2024 |
February 9, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, NE Washington, D.C. 20549 Re: Nuwellis, Inc. Registration Statement on Form S-1 File No. 333-276562 Acceleration Request Requested Date: February 12, 2024 Requested Time: 5:00 P.M. Eastern Time Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Nuw |
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| February 8, 2024 |
As filed with the Securities and Exchange Commission on February 8, 2024 As filed with the Securities and Exchange Commission on February 8, 2024 Registration No. |
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| February 6, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2024 Nuwellis, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35312 No. 68-0533453 (State or Other Jurisdiction of Incorporation or Organization) |
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| February 6, 2024 |
Exhibit 99.1 New Case Series Demonstrates Potential of Aquadex Therapy for End-Stage Liver Disease Patients with Fluid Overload Early findings suggest Aquadex as a potential solution to safely and effectively remove fluid volume for liver disease patients who don’t respond to diuretics MINNEAPOLIS — Feb. 6, 2024 — Nuwellis, Inc. (Nasdaq: NUWE), a medical technology company focused on transforming |
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| February 5, 2024 |
Exhibit 10.70 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of [], 2024, between Nuwellis, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth in |
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| February 5, 2024 |
Exhibit 1.1 PLACEMENT AGENCY AGREEMENT [], 2024 Nuwellis, Inc. 12988 Valley View Road Eden Prairie, Minnesota 55344 Attention: Nestor Jaramillo, Jr., Chief Executive Officer Dear Mr. Jaramillo: This agreement (the “Agreement”) constitutes the agreement between Lake Street Capital Markets, LLC and Maxim Group LLC as placement agents (each, a “Placement Agent” and collectively, the “Placement Agents |
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| February 5, 2024 |
FORM OF SERIES A COMMON STOCK PURCHASE WARRANT NUWELLIS, INC. Exhibit 4.16 FORM OF SERIES A COMMON STOCK PURCHASE WARRANT NUWELLIS, INC. Warrant Shares: Issue Date: [ ], 2024 THIS SERIES A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received by the Company, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the [Stoc |
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| February 5, 2024 |
As filed with the Securities and Exchange Commission on February 5, 2024 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on February 5, 2024 Registration No. |
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| February 5, 2024 |
Exhibit 4.19 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT (this “Warrant Agency Agreement”) dated as of [ ], 2024 (the “Issuance Date”) between Nuwellis, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), and Equiniti Trust Company, LLC, a New York limited liability company (“Equiniti”) (the “Warrant Agent”). WHEREAS, pursuant to the terms of that certain pl |
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| February 5, 2024 |
FORM OF SERIES B COMMON STOCK PURCHASE WARRANT NUWELLIS, INC. Exhibit 4.17 FORM OF SERIES B COMMON STOCK PURCHASE WARRANT NUWELLIS, INC. Warrant Shares: Issue Date: [ ], 2024 THIS SERIES B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received by the Company, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the [Stoc |
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| February 5, 2024 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) NUWELLIS, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1)(2) Fee Rate Amount of Registration Fee(3) Newly Registered Securities Equity |
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| January 31, 2024 |
Exhibit 4.18 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT (this “Warrant Agency Agreement”) dated as of [ ], 2024 (the “Issuance Date”) between Nuwellis, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), and Equiniti Trust Company, LLC, a New York limited liability company (“Equiniti”) (the “Warrant Agent”). WHEREAS, pursuant to the terms of that certain pl |
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| January 31, 2024 |
FORM OF COMMON STOCK PURCHASE WARRANT NUWELLIS, INC. Exhibit 4.16 FORM OF COMMON STOCK PURCHASE WARRANT NUWELLIS, INC. Warrant Shares: Initial Exercise Date: [ ], 2024 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received by the Company, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof |
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| January 31, 2024 |
As filed with the Securities and Exchange Commission on January 30, 2024 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on January 30, 2024 Registration No. |
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| January 31, 2024 |
Exhibit 1.1 PLACEMENT AGENCY AGREEMENT [], 2024 Nuwellis, Inc. 12988 Valley View Road Eden Prairie, Minnesota 55344 Attention: Nestor Jaramillo, Jr., Chief Executive Officer Dear Mr. Jaramillo: This agreement (the “Agreement”) constitutes the agreement between Lake Street Capital Markets, LLC and Maxim Group LLC as placement agents (each, a “Placement Agent” and collectively, the “Placement Agents |
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| January 31, 2024 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) NUWELLIS, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1)(2) Fee Rate Amount of Registration Fee(3) Newly Registered Securities Equity |
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| January 31, 2024 |
Exhibit 10.70 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of [], 2024, between Nuwellis, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth in |
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| January 31, 2024 |
FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT NUWELLIS, INC. Exhibit 4.17 FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT NUWELLIS, INC. Warrant Shares: Initial Exercise Date: [ ], 2024 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received by the Company, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or |
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| January 18, 2024 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) NUWELLIS, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1)(2) Fee Rate Amount of Registration Fee(3) Newly Registered Securities Equity |
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| January 18, 2024 |
As filed with the Securities and Exchange Commission on January 17, 2024 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on January 17, 2024 Registration No. |
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| January 9, 2024 |
Exhibit 99.1 1 | FOR INVESTOR PURPOSES ONLY: NOT FOR PRODUCT PROMOTION ©2024 Nuwellis, Inc. January 2024 Investor Presentation Aquadex FlexFlow® and Aquadex SmartFlow® are registered trademarks of Nuwellis, Inc. Aquadex ® is a trademark of Nuwellis, Inc. Safe Harbor Statement Financial and Statistical Data This presentation also contains estimates and other statistical data made by independent par |
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| January 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2024 Nuwellis, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35312 No. 68-0533453 (State or Other Jurisdiction of Incorporati |
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| January 8, 2024 |
Exhibit 99.1 1 | FOR INVESTOR PURPOSES ONLY: NOT FOR PRODUCT PROMOTION ©2024 Nuwellis, Inc. January 2024 Investor Presentation Aquadex FlexFlow® and Aquadex SmartFlow® are registered trademarks of Nuwellis, Inc. Aquadex ® is a trademark of Nuwellis, Inc. Safe Harbor Statement Financial and Statistical Data This presentation also contains estimates and other statistical data made by independent par |
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| January 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 8, 2024 Nuwellis, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35312 No. 68-0533453 (State or Other Jurisdiction of Incorporation or Organization) |
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| December 13, 2023 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 7, 2023 Nuwellis, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35312 No. 68-0533453 (State or Other Jurisdiction of Incorporation or Organization) |
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| November 7, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2023 Nuwellis, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35312 No. 68-0533453 (State or Other Jurisdiction of Incorporation or Organization) |
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| November 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35312 NUWELLIS, INC. (E |
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| November 7, 2023 |
Nuwellis, Inc. Announces Third Quarter 2023 Financial Results Exhibit 99.1 Nuwellis, Inc. Announces Third Quarter 2023 Financial Results Minneapolis, MN, November 7, 2023 (GLOBE NEWSWIRE) - Nuwellis, Inc. (Nasdaq: NUWE), a medical technology company dedicated to transforming the lives of people with fluid overload, today reported financial results for the third quarter ended September 30, 2023. • Revenue of $2.4 million for the third quarter 2023, increased |
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| November 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2023 Nuwellis, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35312 No. 68-0533453 (State or Other Jurisdiction of Incorporation or Organization) |
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| November 1, 2023 |
Exhibit 99.1 Nuwellis Announces Board of Directors Transition Nuwellis Announces Appointment of Dr. Archelle Georgiou, MD and Dave McDonald to its Board of Directors MINNEAPOLIS, November 1, 2023 (GLOBE NEWSWIRE) – Nuwellis, Inc. (Nasdaq: NUWE), a medical technology company focused on transforming the lives of people with fluid overload, today announced the appointment of Dave McDonald and Archell |
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| October 17, 2023 |
Exhibit 3.1 CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES J CONVERTIBLE REDEEMABLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW The undersigned, Nestor Jaramillo, Jr., does hereby certify that: 1. He is the Chief Executive Officer of Nuwellis, Inc., a Delaware corporation (the “Corporation”). 2. The Corporation is authorized to issue |
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| October 17, 2023 |
Exhibit 99.1 Nuwellis Announces Pricing of $2.25 Million Public Offering of Series J Convertible Redeemable Preferred Stock and Warrants October 13, 2023 MINNEAPOLIS, October 13, 2023 (GLOBE NEWSWIRE) - Nuwellis, Inc. (Nasdaq: NUWE) (“Nuwellis” or the “Company”), a commercial-stage company focused on transforming the lives of people with fluid overload, today announced the pricing of a public offe |
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| October 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 12, 2023 Nuwellis, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35312 No. 68-0533453 (State or Other Jurisdiction of Incorporation or Organization) |
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| October 17, 2023 |
Exhibit 1.1 PLACEMENT AGENCY AGREEMENT October 12, 2023 Nuwellis, Inc. 12988 Valley View Road Eden Prairie, Minnesota 55344 Attn: Nestor Jaramillo, Jr., Chief Executive Officer Dear Mr. Jaramillo: This letter agreement (the “Agreement”) constitutes the agreement between Lake Street Capital Markets, LLC and Maxim Group LLC, as placement agents (each a “Placement Agent” and, collectively, the “Place |
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| October 17, 2023 |
Exhibit 99.2 Nuwellis Announces Closing of $2.25 Million Public Offering of Series J Convertible Redeemable Preferred Stock and Warrants MINNEAPOLIS, October 17, 2023 (GLOBE NEWSWIRE) - Nuwellis, Inc. (Nasdaq: NUWE) (“Nuwellis” or the “Company”), a commercial-stage company focused on transforming the lives of people with fluid overload, today announced the closing of its previously announced publi |
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| October 16, 2023 |
TABLE OF CONTENTS Filed pursuant to Rule 424(b)(4) Registration No. 333-274610 PROSPECTUS NUWELLIS, INC. 150,000 Units Consisting of 150,000 Shares of Series J Convertible Redeemable Preferred Stock with a Liquidation Preference of $25.00 and 150,000 Warrants to Purchase 75,000 Shares of Series J Convertible Preferred Stock 75,000 Shares of Series J Convertible Preferred Stock Underlying the War |
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| October 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 10, 2023 Nuwellis, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35312 No. 68-0533453 (State or Other Jurisdiction of Incorporation or Organization) |
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| October 10, 2023 |
Exhibit 99.1 Nuwellis Provides Regulatory Update on SeaStar Medical’s Selective Cytopheretic Device Use in Pediatric Acute Kidney Injury Under a Humanitarian Device Exemption Minneapolis, MN, October 10, 2023 (GLOBE NEWSWIRE) - Nuwellis, Inc. (Nasdaq: NUWE) (Nuwellis), a medical technology company dedicated to transforming the lives of people with fluid overload, today announced that its distribut |
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| October 6, 2023 |
As filed with the Securities and Exchange Commission on October 6, 2023 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on October 6, 2023 Registration No. |
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| October 5, 2023 |
October 5, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, NE Washington, D.C. 20549 Attention: Jessica Ansart Re: Nuwellis, Inc. Post-Effective Amendment No. 1 to Registration Statement on Form S-1 File No. 333-274610 Request for Withdrawal of Post-Effective Amendment to the Registration Statement Pursuant to Rule 477 Ladies and Gentlemen: Pur |
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| October 4, 2023 |
As filed with the Securities and Exchange Commission on October 4, 2023 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on October 4, 2023 Registration No. |
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| September 29, 2023 |
Exhibit 10.68 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT (this “Warrant Agency Agreement”) dated as of [], 2023 (the “Issuance Date”) between Nuwellis, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), and Equiniti Trust Company, LLC, a New York limited liability company (“Equiniti”) (the “Warrant Agent”). WHEREAS, pursuant to the terms of that certain pl |
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| September 29, 2023 |
September 29, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, NE Washington, D.C. 20549 Attention: Jessica Ansart Re: Nuwellis, Inc. Registration Statement on Form S-1 File No. 333-274610 Acceleration Request Requested Date: September 29, 2023 Requested Time: 4:01 P.M. Eastern Time Ladies and Gentlemen: Pursuant to Rule 461 under the Securities |
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| September 29, 2023 |
Exhibit 1.1 PLACEMENT AGENCY AGREEMENT [], 2023 Nuwellis, Inc. 12988 Valley View Road Eden Prairie, Minnesota 55344 Attn: Nestor Jaramillo, Jr., Chief Executive Officer Dear Mr. Jaramillo: This letter agreement (the “Agreement”) constitutes the agreement between Lake Street Capital Markets, LLC and Maxim Group LLC, as placement agents (each a “Placement Agent” and, collectively, the “Placement Age |
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| September 29, 2023 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) NUWELLIS, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1)(2) Fee Rate Amount of Registration Fee Newly Registered Securities Equity Un |
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| September 29, 2023 |
September 29, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Jessica Ansart Re: Nuwellis, Inc. Registration Statement on Form S-1, as amended File No: 333-274610 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission (the “Commission”) u |
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| September 29, 2023 |
Exhibit 10.69 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of [], 2023, between Nuwellis, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth in |
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| September 29, 2023 |
Exhibit 3.13 CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES J CONVERTIBLE REDEEMABLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW The undersigned, Nestor Jaramillo, Jr., does hereby certify that: 1. He is the Chief Executive Officer of Nuwellis, Inc., a Delaware corporation (the “Corporation”). 2. The Corporation is authorized to issu |
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| September 29, 2023 |
FORM OF PREFERRED STOCK PURCHASE WARRANT NUWELLIS, INC. Exhibit 4.13 FORM OF PREFERRED STOCK PURCHASE WARRANT NUWELLIS, INC. Preferred Warrant Shares: Initial Exercise Date: [ ], 2023 Issuance Date: [ ], 2023 THIS PREFERRED STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value of $0.0001 received by the Company, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter |
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| September 29, 2023 |
As filed with the Securities and Exchange Commission on September 29, 2023 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on September 29, 2023 Registration No. |
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| September 21, 2023 |
As filed with the Securities and Exchange Commission on September 20, 2023 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on September 20, 2023 Registration No. |
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| September 21, 2023 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) NUWELLIS, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1)(2) Fee Rate Amount of Registration Fee Newly Registered Securities Equity Un |
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| August 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2023 Nuwellis, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35312 No. 68-0533453 (State or Other Jurisdiction of Incorporation or Organization) |
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| August 18, 2023 |
Exhibit 10.1 August 15, 2023 Robert Scott [email protected] Re: Promotion Terms Dear Robert: We are pleased to promote you to the position of Chief Financial Officer (CFO) effective September 2, 2023 (the “Effective Date”) with Nuwellis, Inc., a Delaware corporation (the “Company”, “Nuwellis”, “we”, “us” or “our”). The terms of your offer with the Company are as follows: Your annualized sa |
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| August 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2023 Nuwellis, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35312 No. 68-0533453 (State or Other Jurisdiction of Incorporation or Organization) ( |
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| August 8, 2023 |
NUWELLIS ANNOUNCES PLAN FOR CFO TRANSITION Exhibit 99.1 NUWELLIS ANNOUNCES PLAN FOR CFO TRANSITION Minneapolis, August 8, 2023 (GLOBE NEWSWIRE) Nuwellis, Inc. (Nasdaq: NUWE), a medical technology company dedicated to transforming the lives of people with fluid overload, announced today that Lynn Blake will be transitioning from her role as Chief Financial Officer to pursue broader career goals. To ensure a smooth transition, Ms. Blake has |
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| August 8, 2023 |
Exhibit 10.1 TRANSITION AGREEMENT THIS TRANSITION AGREEMENT (this “Agreement”) is made by and between NUWELLIS, INC., a Delaware corporation (the “Company”), and Lynn Blake (“Employee”). The parties agree as follows: ARTICLE 1 EMPLOYMENT TERMINATION AND PAYMENTS 1.1 SEPARATION OF EMPLOYMENT. Employee’s employment with the Company will end on September 1, 2023 unless terminated early by either part |
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| August 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2023 Nuwellis, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35312 No. 68-0533453 (State or Other Jurisdiction of Incorporation or Organization) ( |
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| August 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35312 NUWELLIS, INC. (Exact |
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| August 8, 2023 |
Nuwellis, Inc. Announces Second Quarter 2023 Financial Results Exhibit 99.1 Nuwellis, Inc. Announces Second Quarter 2023 Financial Results Minneapolis, MN, August 8, 2023 (GLOBE NEWSWIRE) - Nuwellis, Inc. (Nasdaq: NUWE), a medical technology company dedicated to transforming the lives of people with fluid overload, today reported financial results for the second quarter ended June 30, 2023. • Revenue of $2.1 million for the second quarter 2023, representing a |
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| August 8, 2023 |
Exhibit 10.2 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (this “Agreement”) is entered into on August 4, 2023, but will be effective as of September 4, 2023 (the “Effective Date”), between Nuwellis, Inc., a Delaware corporation, having a principal place of business at 12988 Valley View Road, Eden Prairie, Minnesota 55344 (the “Company”), and LL Blake Consulting, LLC, a Minnesota Limited Liabili |
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| June 21, 2023 |
SUPPLY AND COLLABORATION AGREEMENT Exhibit 10.1 Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed. Double asterisks denote omissions. SUPPLY AND COLLABORATION AGREEMENT This Supply and Collaboration Agreement (the “Agreement”) is effective as of June 19, 2023 (the “Effective Date”), by and between D |
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| June 21, 2023 |
Exhibit 99.1 NUWELLIS INC. ANNOUNCES PILOT AGREEMENT WITH DAVITA INC. Supply Agreement to Pilot Ultrafiltration Therapy Services Offering in Select Markets MINNEAPOLIS, June 20, 2023 (GLOBE NEWSWIRE) - Nuwellis, Inc. (Nasdaq: NUWE), a medical technology company focused on transforming the lives of people with fluid overload, today announced it has entered into a Supply and Collaboration Agreement |
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| June 21, 2023 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN NUWELLIS, INC. and DAVITA, INC. Dated as of June 19, 2023 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of the 19th day of June, 2023, by and between Nuwellis, Inc., a Delaware corporation (the “Company” or “Nuwellis”) and DaVita, Inc., a Delaware corporation (the “Investor”). Nuwellis and t |
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| June 21, 2023 |
NUWELLIS, INC. COMMON STOCK WARRANT AGREEMENT Exhibit 4.1 Certain identified information has been excluded from the exhibit because it is both not material and is of the type that the Company treats as private or confidential. Double asterisks denote omissions. NEITHER THIS WARRANT NOR THE SECURITIES THAT MAY BE ISSUED UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE S |
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| June 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 19, 2023 Nuwellis, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35312 No. 68-0533453 (State or Other Jurisdiction of Incorporation or Organization) (C |
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| June 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 30, 2023 Nuwellis, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35312 No. 68-0533453 (State or Other Jurisdiction of Incorporation or Organization) (Co |
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| June 5, 2023 |
Nuwellis Announces the Appointment of Mike McCormick to its Board of Directors Exhibit 99.1 Nuwellis Announces the Appointment of Mike McCormick to its Board of Directors MINNEAPOLIS, June 5, 2023 (GLOBE NEWSWIRE) - Nuwellis, Inc. (Nasdaq: NUWE), a medical technology company focused on transforming the lives of patients suffering from fluid overload, today announced that Mike McCormick has been appointed to the company’s Board of Directors. Mr. McCormick’s vast experience in |
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| May 25, 2023 |
Exhibit 1.01 NUWELLIS, INC. Conflict Minerals Report For the reporting period from January 1, 2022 to December 31, 2022 Background This Conflict Minerals Report (the “Report”) of Nuwellis, Inc. (“we”, “us” or the “Company”) has been prepared pursuant to Rule 13p-1 and Form SD (the “Rule”) promulgated under the Securities Exchange Act of 1934, as amended, for the reporting period January 1, 2022 to |
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| May 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report NUWELLIS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35312 No. 68-0533453 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification Number) 12988 Valley View Road, Eden Prairie, MN 55344 (Address of principal execu |
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| May 22, 2023 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 19, 2023 Nuwellis, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35312 No. 68-0533453 (State or Other Jurisdiction of Incorporation or Organization) (Co |
