Nuwellis, Inc. Files Amendment No. 5 to S-1 Registration Statement

TL;DR

<b>Nuwellis, Inc. has filed an amendment to its S-1 registration statement, indicating readiness for a public offering.</b>

AI Summary

Nuwellis, Inc. (NUWE) filed a Amended IPO Registration (S-1/A) with the SEC on April 17, 2024. Nuwellis, Inc. filed Amendment No. 5 to its Form S-1 Registration Statement on April 17, 2024. The filing is related to the Securities Act of 1933. The company's principal executive offices are located at 12988 Valley View Road, Eden Prairie, Minnesota 55344. The company's former names include CHF Solutions, Inc. and Sunshine Heart, Inc. The filing indicates the proposed sale of securities will commence as soon as practicable after the effective date.

Why It Matters

For investors and stakeholders tracking Nuwellis, Inc., this filing contains several important signals. This S-1/A filing signifies Nuwellis's progression towards a public offering, which could provide the company with capital for growth or operations. The amendment suggests that the company is addressing SEC comments or updating information required for the registration process, moving closer to potential equity financing.

Risk Assessment

Risk Level: low — Nuwellis, Inc. shows low risk based on this filing. The risk is low as this is a routine amendment to a registration statement, not indicating immediate financial distress or significant new risks.

Analyst Insight

Monitor for the effectiveness of the registration statement and subsequent details of the public offering, including the number of shares and pricing.

Key Numbers

• 333-276562 — SEC File Number (Registration Statement)
• 2024-04-17 — Filing Date (Amendment No. 5)
• 12988 Valley View Road — Principal Executive Offices Street (Eden Prairie, MN)
• 55344 — Principal Executive Offices Zip Code (Eden Prairie, MN)
• 952-345-4200 — Business Phone (Registrant)

Key Players & Entities

• Nuwellis, Inc. (company) — Registrant
• Nestor Jaramillo, Jr. (person) — Chief Executive Officer
• Phillip D. Torrence (person) — Copies to
• Honigman LLP (company) — Legal Counsel
• Neil P. Ayotte (person) — Senior Vice President, General Counsel, Secretary and Chief Compliance Officer
• Steven Skolnick (person) — Legal Counsel
• Lowenstein Sandler LLP (company) — Legal Counsel
• CHF Solutions, Inc. (company) — Former Company Name

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 offered to the public.

What Investors Should Do

1. Review the full S-1/A filing for details on the proposed securities offering.
2. Track future SEC filings for updates on the registration statement's effectiveness and offering details.
3. Analyze the company's business strategy and financial health in conjunction with the offering.

Key Dates

• 2024-04-17: Filing of Amendment No. 5 to Form S-1 — Indicates progress towards a public offering.

Year-Over-Year Comparison

This is Amendment No. 5 to the S-1 registration statement, indicating ongoing efforts to prepare for a public offering.

Key Financial Figures

• $0.0001 — 9,576 shares of common stock, par value $0.0001 per share ("common stock"), together wi
• $0.3682 — sumed combined public offering price of $0.3682 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

Filing Documents

• ny20023644x2_s1a.htm (S-1/A) — 1367KB
• ny20023644x2_ex4-16.htm (EX-4.16) — 145KB
• ny20023644x2_ex5-1.htm (EX-5.1) — 17KB
• ny20023644x2_ex10-70.htm (EX-10.70) — 271KB
• ny20023644x2_ex23-2.htm (EX-23.2) — 3KB
• ny20023644x2_ex107.htm (EX-FILING FEES) — 20KB
• logo_nuwellis2.jpg (GRAPHIC) — 49KB
• logo_nuwellis2x1.jpg (GRAPHIC) — 83KB
• ny20023644x2_ex5-1image01.jpg (GRAPHIC) — 17KB
• 0001140361-24-020212.txt (&nbsp;) — 2028KB

RISK FACTORS

RISK FACTORS 9 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 18

USE OF PROCEEDS

USE OF PROCEEDS 19 CAPITALIZATION 20

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 22

DESCRIPTION OF SECURITIES WE ARE OFFERING

DESCRIPTION OF SECURITIES WE ARE OFFERING 27 PLAN OF DISTRIBUTION 31 LEGAL MATTERS 37 EXPERTS 37 WHERE YOU CAN FIND ADDITIONAL INFORMATION 37 INFORMATION INCORPORATED BY REFERENCE 37 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 $0.3682 per share and accompanying common warrant, which is the closing price of our common stock on the Nasdaq Capital Market on April 15, 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 19 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 Capi

View Full Filing

View this S-1/A filing on SEC EDGAR