Nuwellis, Inc. Files 8-K for Material Agreement

TL;DR

Nuwellis (NUWE) filed an 8-K on April 26th, looks like a big deal.

AI Summary

Nuwellis, Inc. filed an 8-K on May 1, 2024, reporting on events that occurred on April 26, 2024. The filing indicates a material definitive agreement was entered into, along with other events and financial statements/exhibits. Nuwellis, Inc. was formerly known as CHF Solutions, Inc. and Sunshine Heart, Inc.

Why It Matters

This 8-K filing signals a significant development for Nuwellis, Inc., potentially impacting its business operations and financial standing.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that are not yet fully understood.

Key Players & Entities

• Nuwellis, Inc. (company) — Registrant
• CHF Solutions, Inc. (company) — Former Company Name
• Sunshine Heart, Inc. (company) — Former Company Name
• April 26, 2024 (date) — Date of earliest event reported
• May 1, 2024 (date) — Filing Date

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share NUWE Nasdaq Capital Marke
• $0 — are and accompanying Common Warrant was $0.24, and the public offering price for e
• $0.2399 — ant and accompanying Common Warrant was $0.2399. The Common Warrants have an exercise p
• $0.40 — mmon Warrants have an exercise price of $0.40 per share, are exercisable immediately
• $0.06 — be reduced below a floor price equal to $0.06. The adjustment provisions described
• $2.7 m — fering are expected to be approximately $2.7 million, assuming no exercise of the Comm

Filing Documents

• ny20023644x11_8k.htm (8-K) — 41KB
• ny20023644x11_ex1-1.htm (EX-1.1) — 129KB
• ny20023644x11_ex4-1.htm (EX-4.1) — 130KB
• ny20023644x11_ex4-2.htm (EX-4.2) — 97KB
• ny20023644x11_ex4-3.htm (EX-4.3) — 155KB
• ny20023644x11_ex10-1.htm (EX-10.1) — 275KB
• ny20023644x11_ex99-1.htm (EX-99.1) — 12KB
• ny20023644x11_ex99-2.htm (EX-99.2) — 13KB
• ny20023644x11_ex99-1img001.jpg (GRAPHIC) — 4KB
• ny20023644x11_ex99-1img002.jpg (GRAPHIC) — 2KB
• ny20023644x11_ex99-2img002.jpg (GRAPHIC) — 2KB
• 0001140361-24-023484.txt ( ) — 1187KB
• nuwe-20240426.xsd (EX-101.SCH) — 4KB
• nuwe-20240426_lab.xml (EX-101.LAB) — 21KB
• nuwe-20240426_pre.xml (EX-101.PRE) — 16KB
• ny20023644x11_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement. On April 26, 2024, Nuwellis, Inc. (the " Company ") entered into a Placement Agency Agreement (the " Placement Agency Agreement ") with Roth Capital Partners, LLC (the " Placement Agent "), pursuant to which the Company issued and sold, in a best efforts registered public offering by the Company (the " Offering "), 8,419,996 shares (the " Shares ") of the Company's common stock, par value $0.0001 per share (the " Common Stock ") , pre-funded warrants (the " Pre-Funded Warrants ") to purchase up to an aggregate of 2,830,004 shares of common stock and common warrants (the " Common Warrants ) to purchase up to an aggregate of 16,875,000 shares of its common stock. Each Share or Pre-Funded Warrant was sold together with one warrant to purchase one and a half shares of Common Stock. The public offering price for each Share and accompanying Common Warrant was $0.24, and the public offering price for each Pre-Funded Warrant and accompanying Common Warrant was $0.2399. The Common Warrants have an exercise price of $0.40 per share, are exercisable immediately upon issuance, and will expire five years following the date of issuance . The Pre-Funded Warrants have an exercise price of $0.0001 per share, are exercisable immediately and will expire when exercised in full. A final prospectus relating to the Offering was filed with the SEC on April 30, 2024. The closing of the Offering contemplated by the Placement Agency Agreement occurred on April 30, 2024 (the " Closing Date "). The Placement Agency Agreement contains customary representations, warranties and covenants by the Company, customary conditions to closing, indemnification obligations of the Company and the Placement Agent, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Placement Agency Agreement were made only f

01

Item 8.01 Other Events. On April 26, 2024, the Company issued a press release announcing the pricing of the Offering. On April 30, 2024, the Company issued a press release announcing the closing of the Offering. Copies of each of these press releases are attached hereto as Exhibits 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference. This Current Report on Form 8-K and Exhibits 99.1 and 99.2 hereto contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations and assumptions and are not guarantees of future performance. Further, the forward-looking statements are subject to the limitations listed in Exhibits 99.1 and 99.2 and in the other reports of the Company filed with the Securities and Exchange Commission, including that actual events or results may differ materially from those in the forward-looking statements. Forward-looking statements speak only as of the date when made. The Company does not assume any obligation to publicly update or revise any forward-looking statements, whether due to new information, future events or otherwise.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit Number Exhibit Description 1.1 Placement Agency Agreement dated as of April 26, 2024, by and between Nuwellis, Inc. and Roth Capital Partners, LLC. 4.1 Form of Warrant to purchase shares of common stock. 4.2 Form of Pre-Funded Warrant to purchase shares of common stock. 4.3 Form of Warrant Agency Agreement. 10.1 Form of Securities Purchase Agreement, dated as of April 26, 2024, by and among Nuwellis, Inc. and the purchasers identified on the signature pages thereto. 99.1 Company Press Release dated April 26, 2024. 99.2 Company Press Release dated April 30, 2024. 104 Cover Page Interactive Data File (embedded within 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: April 30, 2024 NUWELLIS, INC. By: /s/ Nestor Jaramillo, Jr Name: Nestor Jaramillo, Jr. Title: President and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR