Nuwellis Faces Nasdaq Delisting Warning

TL;DR

Nasdaq says NUWE stock price too low, needs to hit $1 by Nov 20 or get booted.

AI Summary

Nuwellis, Inc. announced on May 23, 2024, that it received a notice from Nasdaq indicating it is not in compliance with the minimum bid price requirement for continued listing. The company has 180 calendar days, until November 20, 2024, to regain compliance by achieving a closing bid price of $1.00 or more for at least 10 consecutive business days.

Why It Matters

Failure to meet Nasdaq's minimum bid price requirement could lead to the company's stock being delisted, significantly impacting its liquidity and investor confidence.

Risk Assessment

Risk Level: high — The company is at high risk of delisting from Nasdaq if it cannot meet the minimum bid price requirement within the specified timeframe.

Key Numbers

• 180 — calendar days (The period Nuwellis has to regain compliance with Nasdaq's minimum bid price rule.)
• $1.00 — minimum bid price (The target stock price Nuwellis must achieve for at least 10 consecutive business days to remain listed on Nasdaq.)

Key Players & Entities

• Nuwellis, Inc. (company) — The company filing the report.
• Nasdaq (company) — The stock exchange that issued the non-compliance notice.
• May 23, 2024 (date) — Date the notice was received.
• November 20, 2024 (date) — Deadline for Nuwellis to regain compliance.
• $1.00 (dollar_amount) — Minimum closing bid price required for compliance.

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share NUWE Nasdaq Capital Marke
• $885,000 — e the Company's stockholders' equity of $885,000, as reported in the Company's Quarterly
• $2.5 m — 2024, was below the required minimum of $2.5 million, and because, as of May 23, 2024,
• $35 million — he market value of listed securities of $35 million or net income from continuing operation
• $500,000 — et income from continuing operations of $500,000 in the most recently completed fiscal y
• $2.5 million — that we were not in compliance with the $2.5 million minimum stockholders' equity requiremen

Filing Documents

• ef20030226_8k.htm (8-K) — 34KB
• 0001140361-24-027914.txt ( ) — 168KB
• nuwe-20240523.xsd (EX-101.SCH) — 4KB
• nuwe-20240523_lab.xml (EX-101.LAB) — 21KB
• nuwe-20240523_pre.xml (EX-101.PRE) — 16KB
• ef20030226_8k_htm.xml (XML) — 4KB

01

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On May 23, 2024, Nuwellis, Inc. (the "Company" ) received a letter (the "Notice" ) from the Listing Qualifications Department (the "Staff" ) of the Nasdaq Stock Market ( "Nasdaq" ) informing the Company that it was not in compliance with the minimum stockholders' equity requirement for continued listing on The Nasdaq Capital Market, under Listing Rule 5550(b)(1), because the Company's stockholders' equity of $885,000, as reported in the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2024, was below the required minimum of $2.5 million, and because, as of May 23, 2024, the Company did not meet the alternative compliance standards, relating to the market value of listed securities of $35 million or net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the last three most recently completed fiscal years. The Notice has no immediate impact on the listing of the Company's common stock, which will continue to be listed and traded on The Nasdaq Capital Market, subject to the Company's compliance with the other continued listing requirements. The Company has 45 calendar days from May 23, 2024, or through Monday, July 8, 2024, to submit to Nasdaq a plan to regain compliance with Listing Rule 5550(b)(1). If Nasdaq accepts the Company's plan, Nasdaq may grant an extension of up to 180 calendar days from May 23, 2024, or through Tuesday, November 19, 2024, to regain compliance. If Nasdaq does not accept the Company's plan, the Company will have the right to appeal such decision to a Nasdaq hearings panel. The Company intends to submit to Nasdaq, within the requisite time period, a plan to regain compliance with Listing Rule 5550(b)(1). There can be no assurance that Nasdaq will accept the Company's plan or that the Company will be able to regain compliance with Listing Rule 5550(b)(1) or

01

Item 8.01 Other Events. The Company is including the below update to its risk factors, for the purpose of supplementing and updating the disclosure contained in its Annual Report on Form 10-K for the fiscal year ended December 31, 2023 ( "Form 10-K" ), filed with the Securities and Exchange Commission (the "SEC" ) on March 11, 2024 and its Quarterly Report on Form 10-Q for the period ended March 31, 2024 ( "Form 10-Q" ), filed with the SEC on May 8, 2024. Except as described below, no other changes have been made to the Form 10-K or Form 10-Q, as applicable, and this Report does not otherwise amend, update or change the financial statements or other disclosures in the Form 10-K or Form 10-Q, as applicable. This Report speaks as of the filing date of the Form 10-K and Form 10-Q, as applicable. Among other things, forward-looking statements made in the Form 10-K or Form 10-Q, as applicable, 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 or Form 10-Q, as applicable, and such statements should be read in conjunction with our filings with the SEC subsequent to the Form 10-K or Form 10-Q, as applicable. This Report should be read in conjunction with the Company's other filings with the SEC subsequent to March 11, 2024 and May 8, 2024, as applicable. Our failure to maintain compliance with the minimum stockholders' equity requirement of Nasdaq's continued listing requirements could result in the delisting of our common stock. Our common stock is currently listed for trading on The Nasdaq Capital Market. We must satisfy the continued listing requirements of The Nasdaq Stock Market LLC (or Nasdaq) to maintain the listing of our common stock on The Nasdaq Capital Market. On May 23, 2024, we received notice from the Listing Qualifications Staff (the "Staff") of Nasdaq indicating that we were not in compliance with the $2.5 million minimum stockholders' equity requirement for

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: May 29, 2024 NUWELLIS, INC. By: /s/ Nestor Jaramillo, Jr Name: Nestor Jaramillo, Jr. Title: President and Chief Executive Officer

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View this 8-K filing on SEC EDGAR