Nuwellis, Inc. Files 8-K for Security Holder Rights and Bylaw Changes

TL;DR

Nuwellis (NUWE) filed an 8-K detailing changes to security holder rights and bylaws.

AI Summary

Nuwellis, Inc. filed an 8-K on June 26, 2024, reporting material modifications to the rights of security holders and amendments to its articles of incorporation or bylaws. The filing also includes Regulation FD disclosures and financial statements/exhibits. Nuwellis, Inc. was formerly known as CHF Solutions, Inc. and Sunshine Heart, Inc.

Why It Matters

This filing indicates significant corporate actions by Nuwellis, Inc. that could impact the rights and structure for its security holders.

Risk Assessment

Risk Level: medium — Changes to articles of incorporation or bylaws can significantly alter shareholder rights and corporate governance, requiring careful review.

Key Players & Entities

• Nuwellis, Inc. (company) — Registrant
• CHF Solutions, Inc. (company) — Former Company Name
• Sunshine Heart, Inc. (company) — Former Company Name
• June 26, 2024 (date) — Date of Report

FAQ

Key Financial Figures

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

Filing Documents

• ef20031638_8k.htm (8-K) — 35KB
• ef20031638_ex3-1.htm (EX-3.1) — 10KB
• ef20031638_ex99-1.htm (EX-99.1) — 6KB
• 0001140361-24-031389.txt ( ) — 194KB
• nuwe-20240626.xsd (EX-101.SCH) — 4KB
• nuwe-20240626_lab.xml (EX-101.LAB) — 22KB
• nuwe-20240626_pre.xml (EX-101.PRE) — 16KB
• ef20031638_8k_htm.xml (XML) — 4KB

03

Item 3.03 Material Modification to Rights of Security Holders. To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

03

Item 5.03 Amendment to Articles of Incorporation or Bylaws, Change in Fiscal Year. On June 6, 2024, Nuwellis, Inc. (the "Company" ) held its annual meeting of stockholders (the "Annual Meeting" ). At the Annual Meeting, the stockholders approved a proposal to amend the Company's Fourth Amended and Restated Certificate of Incorporation, as amended (the "Certificate of Incorporation" ), to effect a reverse stock split of its outstanding common stock at a ratio in the range of one-for-five to one-for-seventy, to be determined at the discretion of the Board of Directors of the Company (the "Board" ). On June 18, 2024, the Board approved a one-for-thirty-five reverse stock split of the Company's issued and outstanding shares of common stock (the "Reverse Stock Split" ). On June 26, 2024, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Certificate of Incorporation (the "Certificate of Amendment" ) to effect the Reverse Stock Split. The Reverse Stock Split will become effective as of 5:00 p.m. Eastern Time on June 27, 2024, and the Company's common stock will begin trading on a split-adjusted basis when the market opens on June 28, 2024. When the Reverse Stock Split becomes effective, every thirty-five shares of the Company's issued and outstanding common stock (and such shares held in treasury) will automatically be converted into one share of common stock, without any change in the par value per share. In addition, a proportionate adjustment will be made to the per share exercise price and the number of shares issuable upon the conversion of the Company's outstanding shares of preferred stock and exercise of all outstanding stock options, restricted stock units and warrants to purchase shares of common stock and the number of shares reserved for issuance pursuant to the Company's equity incentive compensation plans. Any fraction of a share of common stock that would be created as a result of the Reverse Stock

01

Item 7.01. Regulation FD Disclosure. On June 26, 2024, the Company issued a press release announcing the Reverse Stock Split. The press release is furnished as Exhibit 99.1 and incorporated by reference herein. The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished, shall not be deemed "filed" for any purpose, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such a filing.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 3.1 Certificate of Amendment to Fourth Amended and Restated Certificate of Incorporation, as amended, of Nuwellis, Inc. 99.1 Press Release dated June 26, 2024 announcing the Reverse Stock Split 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: June 26, 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