Nuwellis Faces Delisting Concerns

TL;DR

Nuwellis might get delisted, major red flag for investors.

AI Summary

Nuwellis, Inc. filed an 8-K on June 10, 2024, reporting a notice of delisting or failure to satisfy a continued listing rule or standard. The company also submitted matters to a vote of security holders on June 5, 2024. Nuwellis, formerly known as CHF Solutions, Inc., is based in Eden Prairie, MN.

Why It Matters

This filing indicates potential issues with Nuwellis's continued listing on an exchange, which could significantly impact its stock value and liquidity.

Risk Assessment

Risk Level: high — The filing explicitly mentions a notice of delisting or failure to meet continued listing standards, which is a severe risk for shareholders.

Key Players & Entities

• Nuwellis, Inc. (company) — Registrant
• June 5, 2024 (date) — Date of earliest event reported
• June 10, 2024 (date) — Date of Report
• Eden Prairie, MN (location) — Principal Executive Offices
• CHF Solutions, Inc. (company) — Former Company Name

FAQ

Key Financial Figures

• $0.0001 — ich registered Common Stock, par value $0.0001 per share NUWE NASDAQ Check the a
• $1.00 — ice for its common stock had been below $1.00 per share for 30 consecutive trading da
• $5,000,000 m — sly reported failure to comply with the $5,000,000 minimum stockholders' equity requirement
• $2.5 million — Company that it did not comply with the $2.5 million minimum stockholders' equity requiremen

Filing Documents

• ef20030740_8k.htm (8-K) — 57KB
• 0001140361-24-029567.txt ( ) — 192KB
• nuwe-20240605.xsd (EX-101.SCH) — 4KB
• nuwe-20240605_lab.xml (EX-101.LAB) — 21KB
• nuwe-20240605_pre.xml (EX-101.PRE) — 16KB
• ef20030740_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 June 5, 2024, Nuwellis, Inc. (the " Company ") received a letter (the "Notice" ) from the Listing Qualifications Department (the "Staff" ) of the Nasdaq Stock Market ( "Nasdaq" ) indicating the Company's continued non-compliance with Nasdaq Marketplace Rule 5550(a)(2) (the "Minimum Bid Price Requirement" ). The Notice further informed the Company that the Company's common stock would be delisted from The Nasdaq Capital Market unless the Company appeals the Staff's delisting determination by requesting a hearing before the Nasdaq Hearings Panel (the " Panel" ). The Company's request for a hearing will stay any further delisting action by the Staff pending the ultimate outcome of the hearing. The Company's common stock will remain listed and eligible for trading on Nasdaq at least pending the ultimate conclusion of the hearing process. As previously reported, on December 13, 2023, the Company received a letter (the " Bid Price Deficiency Notice ") from Nasdaq notifying the Company that, because the closing bid price for its common stock had been below $1.00 per share for 30 consecutive trading days, it was not compliant with the Minimum Bid Price Requirement. In accordance with Nasdaq Marketplace Rule 5810(c)(3)(A), the Company had a period of 180 calendar days from December 7, 2023, or until June 4, 2024, to regain compliance with the Minimum Bid Price Requirement. If at any time before June 4, 2024, the closing bid price of the Company's common stock closed at or above $1.00 per share for a minimum of 10 consecutive trading days (which number days may be extended by Nasdaq), Nasdaq would provide written notification that the Company had achieved compliance with the Minimum Bid Price Requirement, and the matter would be resolved. The Notice from the Staff informed the Company that the Staff had determined that the Company has not regained complianc

07

Item 5.07. Submission of Matters to a Vote of Security Holders. (a) At the annual meeting of stockholders (the " Annual Meeting ") of the Company held on June 6, 2024, stockholders (i) elected two Class II director nominees to the Company's board of directors to serve three-year terms; (ii) approved an amendment to our Fourth Amended and Restated Certificate of Incorporation, as amended, to effect a reverse split of our outstanding common stock at a ratio in the range of 1-for-5 to 1-for-70, to be determined at the discretion of our Board of Directors, whereby each outstanding 5 to 70 shares of common stock would be combined, converted and changed into 1 share of our common stock, to enable the Company to comply with the Nasdaq Stock Market's continued listing requirements (iii) approved, on an advisory basis, the compensation of the Company's named executive officers as disclosed in the Annual Meeting proxy statement; (iv) approved, on an advisory basis, every three years for the advisory vote on the compensation of our named executive officers; (v) ratified the appointment of Baker Tilly US, LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024; (vi) approved, for the purpose of complying with the applicable provisions of Nasdaq, the anti-dilution provisions set forth in our common warrants issued to institutional investors in connection with our offering that closed on April 30, 2024; and (vii) authorized one or more adjournments of the Annual Meeting to solicit additional proxies in the event there were insufficient votes to approve Proposal 2 and Proposal 6. For Proposal 1, the two nominees receiving the highest number of "FOR" votes at the Annual Meeting were elected as Class II directors. Proposal 2 required the affirmative vote of the majority of the votes cast at the Annual Meeting. Proposals 3, 4, 5, 6, and 7 required the affirmative vote of holders of a majority of shares entitled to vote and present

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: June 10, 2024 NUWELLIS, INC. By: /S/ Nestor Jaramillo Name: Nestor Jaramillo Title: President and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR