Nuwellis, Inc. Files 8-K for Material Agreement
Ticker: NUWE · Form: 8-K · Filed: Sep 3, 2025 · CIK: 1506492
| Field | Detail |
|---|---|
| Company | Nuwellis, Inc. (NUWE) |
| Form Type | 8-K |
| Filed Date | Sep 3, 2025 |
| Risk Level | medium |
| Pages | 3 |
| Reading Time | 4 min |
| Key Dollar Amounts | $0.0001, $4,650,000, $50,000 |
| Sentiment | neutral |
Sentiment: neutral
Topics: material-agreement, filing, corporate-history
TL;DR
Nuwellis signed a big deal, filing an 8-K. Details to follow.
AI Summary
Nuwellis, Inc. filed an 8-K on September 3, 2025, reporting an entry into a material definitive agreement and financial statements. The company, formerly known as CHF Solutions, Inc. and Sunshine Heart, Inc., is based in Eden Prairie, MN.
Why It Matters
This filing indicates Nuwellis has entered into a significant agreement, which could impact its business operations and financial standing.
Risk Assessment
Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that may affect the company's future performance.
Key Players & Entities
- Nuwellis, Inc. (company) — Registrant
- September 3, 2025 (date) — Date of Report
- Eden Prairie, MN (location) — Principal Executive Offices
- CHF Solutions, Inc. (company) — Former Company Name
- Sunshine Heart, Inc. (company) — Former Company Name
FAQ
What is the nature of the material definitive agreement Nuwellis, Inc. entered into?
The filing states an 'Entry into a Material Definitive Agreement' as an item information, but the specific details of the agreement are not provided in this excerpt.
When was this 8-K filing submitted?
The filing was submitted on September 3, 2025.
What are Nuwellis, Inc.'s principal executive offices?
Nuwellis, Inc.'s principal executive offices are located at 12988 Valley View Road, Eden Prairie, MN 55344.
What were Nuwellis, Inc.'s previous names?
Nuwellis, Inc. was formerly known as CHF Solutions, Inc. and Sunshine Heart, Inc.
What is Nuwellis, Inc.'s SIC code?
Nuwellis, Inc.'s Standard Industrial Classification (SIC) code is 3845, which corresponds to ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS.
Filing Stats: 946 words · 4 min read · ~3 pages · Grade level 11.5 · Accepted 2025-09-03 08:55:10
Key Financial Figures
- $0.0001 — ich registered Common Stock, par value $0.0001 per share NUWE Nasdaq Capital Marke
- $4,650,000 — ng an aggregate offering price of up to $4,650,000. Ladenburg will use its commercially re
- $50,000 — ts and expense reimbursements for up to $50,000 of expenses in addition to ongoing dili
Filing Documents
- ny20054911x2_8k.htm (8-K) — 34KB
- ny20054911x2_ex1-1.htm (EX-1.1) — 179KB
- ny20054911x2_ex5-1.htm (EX-5.1) — 12KB
- ny20054911x2_ex5-1logo.jpg (GRAPHIC) — 19KB
- 0001140361-25-033738.txt ( ) — 429KB
- nuwe-20250903.xsd (EX-101.SCH) — 4KB
- nuwe-20250903_lab.xml (EX-101.LAB) — 21KB
- nuwe-20250903_pre.xml (EX-101.PRE) — 16KB
- ny20054911x2_8k_htm.xml (XML) — 4KB
01 Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement. On September 3, 2025, the Company entered into an At The Market Offering Agreement (the " Sales Agreement ") with Ladenburg Thalmann & Co. Inc. (" Ladenburg ") pursuant to which the Company may sell shares of the Company's common stock, par value $0.0001 (the " Common Stock "), from time to time, at its option, through or to Ladenburg, as sales agent or principal. Sales of the Company's Common Stock made pursuant to the Sales Agreement, if any, will be made under the Company's Registration Statement on Form S-3 (File No. 333-280647) and the prospectus supplement filed on September 3, 2025 with the Securities and Exchange Commission, in sales deemed to be "at the market offerings" as defined in Rule 415 promulgated under the Securities Act, initially having an aggregate offering price of up to $4,650,000. Ladenburg will use its commercially reasonable efforts to sell the Common Stock from time to time, based upon the Company's instructions (including any price, time, or size limits or other customary parameters or conditions the Company may impose). The Company is not obligated to make any sales of Common Stock under the Sales Agreement, and the Company cannot provide any assurances that it will issue any shares pursuant to the Sales Agreement. The offering of Common Stock pursuant to the Sales Agreement will terminate upon the termination of the Sales Agreement as permitted therein. The Company is obligated to pay Ladenburg an aggregate sales agent commission of up to 3.0% of the gross proceeds of the sale price for Common Stock sold under the Sales Agreement. The Company has also provided Ladenburg with customary indemnification rights and expense reimbursements for up to $50,000 of expenses in addition to ongoing diligence expenses. The representations, warranties and covenants contained in the Sales Agreement were made only for purposes of the Sales Agreement as of specific dates indicated therein, were sol
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits (d) Exhibits: Exhibit No. Description 1.1 At The Market Offering Agreement, dated as of September 3, 2025, by and between the Company and Ladenburg Thalmann & Co. Inc. 5.1 Opinion of Honigman LLP 23.1 Consent of Honigman LLP (included in Exhibit 5.1) 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: September 3, 2025 NUWELLIS, INC. By: /s/ John L. Erb Name: John L. Erb Title: President and Chief Executive Officer