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

TL;DR

Nuwellis (NUWE) filed an 8-K detailing a material definitive agreement and unregistered equity sales.

AI Summary

Nuwellis, Inc. announced on August 23, 2024, that it entered into a material definitive agreement. The company also disclosed unregistered sales of equity securities and provided a Regulation FD disclosure. This filing also includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions by Nuwellis, Inc., including a new material agreement and equity transactions, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, 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
• August 23, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• 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 — ich registered Common Stock, par value $0.0001 per share NUWE Nasdaq Capital Marke
• $1.8450 — Common Stock "), at a purchase price of $1.8450 per Share and accompanying Common Warra
• $1.72 — mmon Warrants have an exercise price of $1.72 per share, are immediately exercisable
• $892,000 — s defined below), will be approximately $892,000. The Company intends to use the net pro
• $3.04425 — Warrants will have an exercise price of $3.04425 per share and will expire August 23, 20
• $50,000 — oth Capital Partners, LLC a cash fee of $50,000 for advisory services. The foregoing d

Filing Documents

• ny20034687x2_8k.htm (8-K) — 41KB
• ny20034687x2_ex4-1.htm (EX-4.1) — 133KB
• ny20034687x2_ex4-2.htm (EX-4.2) — 134KB
• ny20034687x2_ex5-1.htm (EX-5.1) — 16KB
• ny20034687x2_ex10-1.htm (EX-10.1) — 112KB
• ny20034687x2_ex10-2.htm (EX-10.2) — 236KB
• ny20034687x2_ex99-1.htm (EX-99.1) — 19KB
• ny20034687x2_ex5-1img001.jpg (GRAPHIC) — 462KB
• ny20034687x2_ex99-1img001.jpg (GRAPHIC) — 22KB
• ny20034687x2_ex99-1img002.jpg (GRAPHIC) — 9KB
• 0001140361-24-038578.txt ( ) — 1647KB
• nuwe-20240823.xsd (EX-101.SCH) — 4KB
• nuwe-20240823_lab.xml (EX-101.LAB) — 21KB
• nuwe-20240823_pre.xml (EX-101.PRE) — 16KB
• ny20034687x2_8k_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement. On August 23, 2024, Nuwellis, Inc. (the " Company ") entered into a placement agency agreement (the " Placement Agency Agreement ") with Ladenburg Thalmann & Co. Inc. (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 483,351 shares (the " Shares " ) of the Company's common stock, $0.0001 par value per share (the " Common Stock "), at a purchase price of $1.8450 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 August 23, 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 483,351 shares of Common Stock (the " Common Warrant Shares "). The Common Warrants have an exercise price of $1.72 per share, are immediately exercisable and expire on the fifth anniversary on the effective date of the registration statement to be filed for the purpose of registering the Common Warrant Shares. The gross proceeds of the Offering, before 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 or Placement Agent Warrants (as defined below), will be approxima

02

Item 3.02. Unregistered Sales of Equity Securities. The Company has agreed to issue the Common Warrants and Placement Agent 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 and Placement Agent Warrants under Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. The form of Common Warrant and Placement Agent 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 August 23, 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 4.2 Form of Placement Agent Warrant 5.1 Opinion of Honigman LLP 10.1 Placement Agency Agreement, dated August 23, 2024, between the Company and Ladenburg Thalmann & Co. Inc. 10.2 Form of Securities Purchase Agreement 23.1 Consent of Honigman LLP (included in Exhibit 5.1) 99.1 Press Release dated August 23, 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: August 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