Nuwellis, Inc. Files Amendment No. 4 to S-1 Registration Statement

TL;DR

<b>Nuwellis, Inc. has filed an amendment to its S-1 registration statement, indicating ongoing efforts related to securities offerings.</b>

AI Summary

Nuwellis, Inc. (NUWE) filed a Amended IPO Registration (S-1/A) with the SEC on March 13, 2024. Nuwellis, Inc. filed an amendment (No. 4) to its Form S-1 Registration Statement on March 13, 2024. The filing pertains to the Securities Act of 1933. The company's principal executive offices are located at 12988 Valley View Road, Eden Prairie, Minnesota 55344. Nestor Jaramillo, Jr. is the Chief Executive Officer. The company was formerly known as CHF Solutions, Inc. and Sunshine Heart, Inc.

Why It Matters

For investors and stakeholders tracking Nuwellis, Inc., this filing contains several important signals. This amendment suggests Nuwellis is actively working towards a public offering or other securities-related transactions, which could impact its capital structure and shareholder base. The filing provides updated information on the company's structure, leadership, and legal/administrative details relevant to potential investors and regulatory oversight.

Risk Assessment

Risk Level: low — Nuwellis, Inc. shows low risk based on this filing. The filing is an amendment to a registration statement, which is a standard procedural step for companies engaging in securities offerings and does not inherently indicate significant positive or negative developments.

Analyst Insight

Monitor future filings for details on the proposed securities offering, including the number of shares, pricing, and use of proceeds.

Key Numbers

• 333-276562 — SEC File Number (Registration Number)
• 2024-03-13 — Filing Date (Amendment No. 4 filing date)
• 1231 — Fiscal Year End (Company fiscal year end)
• DE — State of Incorporation (Registrant's state of incorporation)

Key Players & Entities

• Nuwellis, Inc. (company) — Registrant
• Nestor Jaramillo, Jr. (person) — Chief Executive Officer
• CHF Solutions, Inc. (company) — Former company name
• Sunshine Heart, Inc. (company) — Former company name
• Securities and Exchange Commission (regulator) — Filing recipient
• Phillip D. Torrence (person) — Copies to legal counsel
• Neil P. Ayotte (person) — Senior Vice President, General Counsel, Secretary and Chief Compliance Officer
• Steven Skolnick (person) — Legal counsel

FAQ

Industry Context

Nuwellis, Inc. operates in the electromedical and electrotherapeutic apparatus industry, focusing on medical devices.

Regulatory Implications

The filing is made under the Securities Act of 1933, which governs the registration of securities offerings in the United States.

What Investors Should Do

1. Review the full S-1/A filing for details on the proposed securities offering.
2. Track subsequent amendments or prospectuses for updated financial information and offering terms.
3. Analyze the company's business strategy and market position in relation to the offering.

Key Dates

• 2024-03-13: Amendment No. 4 Filing — Update to the S-1 Registration Statement
• 2017-05-23: Name Change — Formerly CHF Solutions, Inc.
• 2010-11-24: Name Change — Formerly Sunshine Heart, Inc.

Year-Over-Year Comparison

This is an amendment to a previous filing, indicating ongoing activity related to the company's securities registration.

Key Financial Figures

• $0.0001 — 4,081 shares of common stock, par value $0.0001 per share ("common stock"), together wi
• $0.49 — sumed combined public offering price of $0.49 per share and common warrant, which is
• $1.7 million — the United States. Funded in part by a $1.7 million grant from the National Institute of He
• $1.00 — common stock listed on Nasdaq was below $1.00 for 30 consecutive trading days, we wer
• $250 million — g as our public float remains less than $250 million as of the last business day of our most
• $75 million — long as our public float remains below $75 million as of the last business day of our most
• $4.3 m — in this offering will be approximately $4.3 million, after deducting the placement ag
• $26.24 — ng a weighted average exercise price of $26.24 per share; 2,138,117 shares of our co
• $31.99 — th a weighted-average exercise price of $31.99 per share; 259,207 shares of our comm

Filing Documents

• ny20023644x1_s1a.htm (S-1/A) — 1381KB
• ny20023644x1_ex1-1.htm (EX-1.1) — 89KB
• ny20023644x1_ex4-16.htm (EX-4.16) — 140KB
• ny20023644x1_ex4-17.htm (EX-4.17) — 87KB
• ny20023644x1_ex4-18.htm (EX-4.18) — 105KB
• ny20023644x1_ex5-1.htm (EX-5.1) — 18KB
• ny20023644x1_ex10-70.htm (EX-10.70) — 197KB
• ny20023644x1_ex23-2.htm (EX-23.2) — 2KB
• ny20023644x1_ex107.htm (EX-FILING FEES) — 19KB
• logo_nuwellis2.jpg (GRAPHIC) — 49KB
• logo_nuwellis2x1.jpg (GRAPHIC) — 83KB
• ny20023644x1_ex5-1img01.jpg (GRAPHIC) — 357KB
• 0001140361-24-012922.txt (&nbsp;) — 2711KB

RISK FACTORS

RISK FACTORS 9 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 19

DILUTION

DILUTION 21 CAPITALIZATION 23

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 25

DESCRIPTION OF SECURITIES WE ARE OFFERING

DESCRIPTION OF SECURITIES WE ARE OFFERING 30 PLAN OF DISTRIBUTION 33 LEGAL MATTERS 39 EXPERTS 39 WHERE YOU CAN FIND ADDITIONAL INFORMATION 39 INFORMATION INCORPORATED BY REFERENCE 39 TABLE OF CONTENTS ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-1 that we filed with the Securities and Exchange Commission ("SEC"). It omits some of the information contained in the registration statement and reference is made to the registration statement for further information with regard to us and the securities being offered hereby. You should review the information and exhibits in the registration statement for further information about us and the securities being offered hereby. Statements in this prospectus concerning any document we filed as an exhibit to the registration statement or that we otherwise filed with the SEC are not intended to be comprehensive and are qualified by reference to the filings. You should review the complete document to evaluate these statements. We have not, and the placement agent and its affiliates have not, authorized anyone to provide you with any information or to make any representation not contained or incorporated by reference in this prospectus or any related free writing prospectus. We do not, and the placement agent and its affiliates do not, take any responsibility for, and can provide no assurance as to the reliability of, any information that others may provide to you. This prospectus is not an offer to sell or an offer to buy securities in any jurisdiction where offers and sales are not permitted. The information in this prospectus is accurate only as of its date, regardless of the time of delivery of this prospectus or any sale of securities. You should also read and consider the information in the documents to which we have referred you under the caption "Where You Can Find More Information" in the prospectus. You should read this prospectus, any documents that we incorpora

Use of Proceeds

Use of Proceeds Assuming the maximum number of shares of common stock and common warrants are sold in this offering at an assumed public offering price of $0.49 per share and accompanying common warrant, which is the closing price of our common stock on the Nasdaq Capital Market on March 8, 2024, and assuming no issuance of pre-funded warrants in connection with this offering, we estimate that the net proceeds from our 4 TABLE OF CONTENTS sale of securities in this offering will be approximately $4.3 million, after deducting the placement agent fees and estimated offering expenses payable by us. However, this is a reasonable best efforts offering with no minimum number of securities or amount of proceeds as a condition to closing, and we may not sell all or any of these securities offered pursuant to this prospectus; as a result, we may receive significantly less in net proceeds. We intend to use the net proceeds of this offering for working capital and for general corporate purposes, including for continued investments in our commercialization efforts. For additional information please refer to the section entitled "Use of Proceeds" on page 20 of this prospectus.

Risk Factors

Risk Factors Investing in our securities involves a high degree of risk and purchasers of our securities may lose their entire investment. See the information under the captions "Summary of Risk Factors" and "Risk Factors" beginning on page 7 and 9 , respectively, of this prospectus and the other information included elsewhere and incorporated by reference in this prospectus for a discussion of factors you should consider before deciding to invest in our securities. Listing of Common Stock Our common stock is listed on the Nasdaq Capital Market under the ticker symbol "NUWE." There is no established trading market for the common warrants or the pre-funded warrants, and we do not expect a trading market to develop. We do not intend to list the common warrants or the pre-funded warrants on any securities exchange or other trading market. Without a trading market, the liquidity of the common warrants and the pre-funded warrants will be extremely limited. Reasonable Best Efforts Offering We have agreed to offer and sell the securities offered hereby to the purchasers through the placement agent. The placement agent is not required to buy or sell any specific number or dollar amount of the securities offered hereby, but they will use their reasonable best efforts to solicit offers to purchase the securities offered by this prospectus. See "Plan of Distribution" beginning on page 33 of this prospectus. Except as otherwise indicated, all information in this prospectus is based on 6,801,443 shares of common stock outstanding as of March 1, 2024 and excludes the following: 151,935 shares of our common stock issuable upon the exercise of outstanding stock options, having a weighted average exercise price of $26.24 per share; 2,138,117 shares of our common stock issuable upon the exercise of outstanding warrants (other than the warrants offered hereby) with a weighted-average exercise price of $31.99 per share; 259,207 shares of our common stock issuable upon the c

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View this S-1/A filing on SEC EDGAR