Nuwellis Sells Aquadex Business for $10M+

TL;DR

Nuwellis selling Aquadex biz for $10M cash + earnout. Focus shift incoming.

AI Summary

Nuwellis, Inc. announced on March 26, 2024, that it has entered into a definitive agreement to sell its Aquadex Smart Continuous Ultrafiltration System business to an affiliate of Audere Capital Management, LLC. The transaction is expected to close in the second quarter of 2024 and will result in Nuwellis receiving $10 million in cash at closing, with potential for an additional $5 million based on future performance milestones.

Why It Matters

This divestiture signifies a strategic shift for Nuwellis, allowing it to focus on its core business and potentially improve its financial standing through the sale proceeds.

Risk Assessment

Risk Level: medium — The sale involves contingent payments and a strategic pivot, introducing execution and market risks for the company's future focus.

Key Numbers

• $10.0M — Cash Proceeds (Received at closing for the Aquadex business sale.)
• $5.0M — Potential Earnout (Additional payment contingent on future performance milestones.)

Key Players & Entities

• Nuwellis, Inc. (company) — Seller
• Aquadex Smart Continuous Ultrafiltration System (product) — Divested Business
• Audere Capital Management, LLC (company) — Buyer Affiliate
• $10 million (dollar_amount) — Cash at closing
• $5 million (dollar_amount) — Potential earnout
• March 26, 2024 (date) — Announcement Date
• second quarter of 2024 (date) — Expected Closing

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share NUWE Nasdaq Capital Marke
• $24,000 — e for 8 days at a cost of approximately $24,000, as to which reimbursement does not cov
• $3,975 — is demonstrated a total cost savings of $3,975per patient when using ultrafiltration a
• $60.2 billion — States, costing the nation an estimated $60.2 billion each year, with hospital costs accounti
• $1 billion — . heart failure market is approximately $1 billion 52 and that roughly 30% of its revenue
• $900 million — al care failure market is approximately $900 million. 62 In 2023, the Company derived approx
• $130 million — ket for fluid overload is approximately $130 million. 66 In 2023, the Company derived approx

Filing Documents

• ef20025124_8k.htm (8-K) — 216KB
• 0001140361-24-015313.txt ( ) — 392KB
• nuwe-20240326.xsd (EX-101.SCH) — 4KB
• nuwe-20240326_lab.xml (EX-101.LAB) — 21KB
• nuwe-20240326_pre.xml (EX-101.PRE) — 16KB
• ef20025124_8k_htm.xml (XML) — 4KB

01

Item 8.01 Other Events. On March 11, 2024, Nuwellis, Inc. (the "Company") filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the "Form 10-K") with the U.S. Securities and Exchange Commission ("SEC"). This Current Report on Form 8-K (this "Report") is being filed solely to replace Part I, Item 1: Business of our Form 10-K, with the Business section as set forth below. Except as described below, no other changes have been made to the Form 10-K, and this Report does not otherwise amend, update or change the financial statements or other disclosures in the Form 10-K. This Report speaks as of the filing date of the Form 10-K and does not (i) reflect events, results or developments that occurred or facts that became known after the filing date of the Form 10-K or (ii) modify or update those disclosures affected by subsequent events, results, developments or facts. Among other things, forward-looking statements made in the Form 10-K have not been revised to reflect events, results or developments that occurred or facts that became known to us after the date of the Form 10-K, and such statements should be read in conjunction with our filings with the SEC subsequent to the Form 10-K. This Report should be read in conjunction with the Company's other filings with the SEC subsequent to March 11, 2024. Item 1.

Business

Business Overview We are a medical technology company dedicated to transforming the lives of patients suffering from fluid overload through science, collaboration, and innovative technology. The company is focused on developing, manufacturing, and commercializing medical devices used in ultrafiltration therapy, including the Aquadex FlexFlow and the Aquadex SmartFlow systems (collectively the "Aquadex System"). The Aquadex SmartFlow system is indicated for temporary (up to eight hours) or extended (longer than 8 hours in patients who require hospitalization) use in adult and pediatric patients weighing 20 kg or more whose fluid overload is unresponsive to medical management, including diuretics. Please note that selected authors in the citations below are either current consultants to the Company or were previously compensated consultants. Each author typically is required to disclose any actual or potential conflicts of interests at the time they submitted their written manuscript to the potential publication. Dr. Sean Pinney for example, is the principle investigator under the Company's current REVERSE heart failure clinical study. Additionally, Dr. Maria Rosa Costanzo, joined the Company's Board of Directors in September, 2019, though many of her cited publications preceded her membership on the Board of Directors. Since joining the Company's Board, Dr. Costanzo has declined any equity ownership in the Company, although she has accepted cash remuneration for her Board and Committee participation. Fluid Overload Fluid overload, also known as hypervolemia, is a condition in which there is too much fluid in the blood, vital organs, and interstitial space, and generally refers to the expansion of the extracellular fluid volume. Although the body does need some amount of fluid to remain healthy, too much can cause an imbalance and damage to an individual's health. 1 The signs and symptoms of fluid overload are not always the same in each patient and may vary.

View Full Filing

View this 8-K filing on SEC EDGAR