Nuwellis Amends 8-K to Clarify Filing Obligations

Ticker: NUWE · Form: 8-K/A · Filed: Jan 9, 2024 · CIK: 1506492

Nuwellis, Inc. 8-K/A Filing Summary
FieldDetail
CompanyNuwellis, Inc. (NUWE)
Form Type8-K/A
Filed DateJan 9, 2024
Risk Levelmedium
Pages2
Reading Time3 min
Key Dollar Amounts$0.0001
Sentimentneutral

Complexity: simple

Sentiment: neutral

Topics: regulatory-filing, amendment, corporate-action

TL;DR

**Nuwellis (NUWE) just clarified its 8-K, hinting at a big corporate move.**

AI Summary

Nuwellis, Inc. (NUWE) filed an 8-K/A on January 9, 2024, to amend a previous filing. This amendment clarifies that the filing simultaneously satisfies obligations under Rule 425 of the Securities Act, Rule 14a-12, Rule 14d-2(b), and Rule 13e-4(c) of the Exchange Act. This matters to investors because it indicates the company is engaged in activities that require specific communications and solicitations, potentially related to a corporate transaction or offering, which could impact the stock's future value.

Why It Matters

This amendment signals that Nuwellis is likely involved in a significant corporate event, such as a merger, acquisition, or offering, which requires specific regulatory disclosures and communications to shareholders.

Risk Assessment

Risk Level: medium — The amendment itself is low risk, but the underlying corporate event it relates to could carry medium to high risk depending on its nature.

Analyst Insight

Investors should monitor Nuwellis's subsequent filings for details on the corporate event that necessitated these specific regulatory disclosures, as it could significantly impact the stock. This amendment itself doesn't provide enough information for a direct action.

Key Numbers

  • $0.0001 — par value per share (This is the nominal value of each share of Nuwellis Common Stock.)

Key Players & Entities

  • Nuwellis, Inc. (company) — the registrant filing the 8-K/A
  • January 9, 2024 (date) — date of the earliest event reported and filing date
  • 001-35312 (number) — Commission File Number for Nuwellis, Inc.
  • 12988 Valley View Road, Eden Prairie, MN 55344 (address) — principal executive offices of Nuwellis, Inc.
  • 952-345-4200 (number) — telephone number for Nuwellis, Inc.
  • $0.0001 (dollar_amount) — par value per share of Common Stock
  • NASDAQ Capital Market (company) — exchange where Nuwellis Common Stock is registered

Forward-Looking Statements

  • Nuwellis, Inc. will announce details of a corporate transaction or offering. (Nuwellis, Inc.) — medium confidence, target: Q1 2024

FAQ

What is the purpose of this 8-K/A filing by Nuwellis, Inc.?

The 8-K/A (Amendment No. 1) filed by Nuwellis, Inc. on January 9, 2024, is to amend a previous Current Report to indicate that the filing simultaneously satisfies the filing obligations under Rule 425, Rule 14a-12, Rule 14d-2(b), and Rule 13e-4(c).

What specific rules under the Securities Act and Exchange Act are being satisfied by this amended filing?

The filing is intended to simultaneously satisfy obligations under Rule 425 under the Securities Act (17 CFR 230.425), Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12), Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)), and Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

What is the trading symbol and exchange for Nuwellis, Inc.'s Common Stock?

Nuwellis, Inc.'s Common Stock has the trading symbol NUWE and is registered on the Nasdaq Capital Market.

What is the par value of Nuwellis, Inc.'s Common Stock?

The par value of Nuwellis, Inc.'s Common Stock is $0.0001 per share.

When was the earliest event reported for this 8-K/A filing?

The date of the earliest event reported for this 8-K/A filing was January 9, 2024.

Filing Stats: 734 words · 3 min read · ~2 pages · Grade level 10.9 · Accepted 2024-01-09 17:30:52

Key Financial Figures

  • $0.0001 — ch registered Common Stock, par value $0.0001 per share NUWE Nasdaq Capital Marke

Filing Documents

01

Item 7.01 Regulation FD Disclosure. On January 9, 2024, Nuwellis, Inc. (the "Company" ) posted an updated corporate presentation to its website at ir.nuwellis.com, which the Company may use from time to time in communications or conferences. A copy of the corporate presentation is attached as Exhibit 99.1 to this Current Report on Form 8-K (this "Report" ). The information in this Report, including Exhibit 99.1 hereto, is furnished pursuant to Item 7.01 and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act" ), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing. The Company's submission of this Report shall not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD. Exhibit 99.1 hereto contains forward-looking statements within the meaning of the federal securities laws. These forward-looking Securities and Exchange Commission, including that actual events or results may differ materially from those in the forward-looking statements.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Number Description 99.1 Corporate Presentation, dated January 9, 2024 104 Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: January 9, 2024 NUWELLIS, INC. By: /s/ Nestor Jaramillo, Jr. Name: Nestor Jaramillo, Jr. Title: President and Chief Executive Officer

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