Nuwellis, Inc. Files 8-K: Material Agreement & Equity Sales

TL;DR

Nuwellis filed an 8-K detailing a material agreement and equity sales. Watch for details.

AI Summary

Nuwellis, Inc. announced on July 24, 2024, that it entered into a Material Definitive Agreement. The company also disclosed unregistered sales of equity securities and provided a Regulation FD disclosure. The filing includes financial statements and exhibits, with the report being filed as of July 25, 2024.

Why It Matters

This 8-K filing indicates significant corporate activity for Nuwellis, Inc., including a material definitive agreement and unregistered equity sales, which could impact its financial structure and stock performance.

Risk Assessment

Risk Level: medium — The filing involves unregistered sales of equity securities and a material definitive agreement, which can introduce financial and operational risks.

Key Numbers

• 001-35312 — SEC File Number (Identifies the company's filing history with the SEC.)
• 68-0533453 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Nuwellis, Inc. (company) — Registrant
• July 24, 2024 (date) — Date of earliest event reported
• July 25, 2024 (date) — Filing date
• 12988 Valley View Road, Eden Prairie, MN 55344 (address) — Principal Executive Offices
• CHF Solutions, Inc. (company) — Former company name
• Sunshine Heart, Inc. (company) — Former company name

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share NUWE Nasdaq Capital Marke
• $4.24 — Common Stock "), at a purchase price of $4.24 per Share and accompanying Common Warra
• $3.99 — mmon Warrants have an exercise price of $3.99 per share, are immediately exercisable
• $1.6 million — Common Warrants, will be approximately $1.6 million. The Company intends to use the net pro

Filing Documents

• ef20032962_8k.htm (8-K) — 43KB
• ef20032962_ex4-1.htm (EX-4.1) — 86KB
• ef20032962_ex5-1.htm (EX-5.1) — 15KB
• ef20032962_ex10-1.htm (EX-10.1) — 90KB
• ef20032962_ex10-2.htm (EX-10.2) — 295KB
• ef20032962_ex99-1.htm (EX-99.1) — 14KB
• image0.jpg (GRAPHIC) — 38KB
• image1.jpg (GRAPHIC) — 13KB
• logo1.jpg (GRAPHIC) — 4KB
• 0001140361-24-034104.txt ( ) — 882KB
• nuwe-20240724.xsd (EX-101.SCH) — 4KB
• nuwe-20240724_lab.xml (EX-101.LAB) — 21KB
• nuwe-20240724_pre.xml (EX-101.PRE) — 16KB
• ef20032962_8k_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement. On July 24, 2024, Nuwellis, Inc. (the " Company ") entered into a placement agency agreement (the " Placement Agency Agreement ") with Roth Capital Partners, LLC (the " Placement Agent ") and a securities purchase agreement (the " Purchase Agreement ") with certain purchasers (the " Purchasers ") pursuant to which the Company agreed to sell, in a registered direct offering (the " Registered Offering "), an aggregate of 469,340 shares (the " Shares " ) of the Company's common stock, $0.0001 par value per share (the " Common Stock "), at a purchase price of $4.24 per Share and accompanying Common Warrant (as defined below). The Shares are being sold pursuant to the Company's effective shelf registration statement on Form S-3 (File No. 333-280647), including a base prospectus contained therein, which was originally filed with the Securities and Exchange Commission (the " SEC ") on July 1, 2024, and was declared effective by the SEC on July 9, 2024, and a related prospectus supplement, dated July 24, 2024, related to the Registered Offering. Pursuant to the Purchase Agreement, in a concurrent private placement (the " Private Placement " and together with the Registered Offering, the " Offering "), the Company also agreed to sell and issue to the Purchasers warrants (the " Common Warrants ") to purchase up to 938,680 shares of Common Stock (the " Common Warrant Shares "). The Common Warrants have an exercise price of $3.99 per share, are immediately exercisable and expire five years from the date of issuance. The net proceeds of the Offering, after deducting the Placement Agent's fees and expenses and other offering expenses payable by the Company and excluding the net proceeds, if any, from the exercise of the Common Warrants, will be approximately $1.6 million. The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes. The Offering is expected to close

02

Item 3.02. Unregistered Sales of Equity Securities. The Company has agreed to issue the Common Warrants pursuant to the exemption from the registration requirements of the Securities Act, available under Section 4(a)(2) and/or Rule 506(b) of Regulation D promulgated thereunder and intends to issue the Common Warrant Shares pursuant to the same exemption. The description of the Common Warrants under Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. The form of Common Warrant has been filed as an exhibit to this Current Report on Form 8-K and is incorporated by reference herein.

01

Item 7.01. Regulation FD Disclosure. On July 24, 2024, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit Number Exhibit Description 4.1 Form of Common Warrant 5.1 Opinion of Honigman LLP 10.1 Placement Agency Agreement, dated July 24, 2024, between the Company and Roth Capital Partners, LLC 10.2 Form of Securities Purchase Agreement 23.1 Consent of Honigman LLP (included in Exhibit 5.1) 99.1 Press Release dated July 24, 2024, announcing the pricing of the Offering 104 Cover Page Interactive Data File (embedded within the 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: July 25, 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