Nuwellis, Inc. Files S-1 for Potential Securities Offering

TL;DR

Nuwellis just filed an S-1, looks like they're prepping to sell some stock.

AI Summary

Nuwellis, Inc. filed an S-1 registration statement on August 14, 2024, to register an unspecified number of securities. The company, formerly known as CHF Solutions, Inc. and Sunshine Heart, Inc., is based in Eden Prairie, Minnesota, and operates in the electromedical and electrotherapeutic apparatus industry. The filing indicates a potential offering of securities, though specific details on the amount or terms are not yet disclosed.

Why It Matters

This S-1 filing signals Nuwellis's intention to raise capital through the sale of securities, which could impact its financial structure and future growth strategies.

Risk Assessment

Risk Level: medium — S-1 filings indicate a company is seeking to raise capital, which can involve inherent risks related to market conditions and the success of the offering.

Key Numbers

• 333-281563 — SEC File Number (Identifies this specific registration statement)
• 68-0533453 — IRS Employer Identification Number (Company's tax identification number)

Key Players & Entities

• Nuwellis, Inc. (company) — Registrant
• August 14, 2024 (date) — Filing Date
• Eden Prairie, Minnesota (location) — Principal Executive Offices
• 3845 (industry_code) — Standard Industrial Classification
• CHF Solutions, Inc. (company) — Former Company Name
• Sunshine Heart, Inc. (company) — Former Company Name
• Nestor Jaramillo, Jr. (person) — Chief Executive Officer

FAQ

Key Financial Figures

• $0.0001 — 0 shares of our common stock, par value $0.0001 per share (the "common stock") issuable
• $2.14 — price of our common stock on Nasdaq was $2.14 per share. We are a "smaller reporting
• $700 million — res held by non-affiliates is less than $700 million and our annual revenue was less than $1
• $100 million — on and our annual revenue was less than $100 million during the most recently completed fisc
• $250 million — res held by non-affiliates is less than $250 million or (ii) our annual revenue was less tha
• $515.75 — ng a weighted average exercise price of $515.75 per share; 3,476,254 shares of our Co
• $19.56 — th a weighted-average exercise price of $19.56 per share; 29,972 shares of our Commo
• $1.00 — id price for our common stock was below $1.00 for 30 consecutive trading days, we wer
• $885,000 — e the Company's stockholders' equity of $885,000, as reported in the Company's Quarterly
• $2.5 m — 2024, was below the required minimum of $2.5 million, and because, as of May 23, 2024,
• $35 million — he market value of listed securities of $35 million or net income from continuing operation
• $500,000 — et income from continuing operations of $500,000 in the most recently completed fiscal y
• $1.00 m — ompany falls out of compliance with the $1.00 minimum bid price after completing revers
• $5.00 — ty that has a market price of less than $5.00 per share, subject to specific exemptio

Filing Documents

• ny20033942x1_s1.htm (S-1) — 832KB
• ny20033942x1_ex5-1.htm (EX-5.1) — 15KB
• ny20033942x1_ex23-1.htm (EX-23.1) — 2KB
• ny20033942x1_ex107.htm (EX-FILING FEES) — 14KB
• logo_nuwellis2.jpg (GRAPHIC) — 71KB
• ny20033942x1_ex5-1image01.jpg (GRAPHIC) — 16KB
• 0001140361-24-037382.txt ( ) — 983KB

RISK FACTORS

RISK FACTORS 4 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 7

USE OF PROCEEDS

USE OF PROCEEDS 10 SELLING SECURITYHOLDERS 11

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 14 PLAN OF DISTRIBUTION 15 DESCRIPTION OF OUR CAPITAL STOCK 17 LEGAL MATTERS 24 EXPERTS 24 WHERE YOU CAN FIND MORE INFORMATION 25 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 26 i 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 (the "SEC") using the "shelf" registration process. Under this shelf registration process, the Selling Securityholders named in this prospectus may, from time to time, sell or otherwise distribute the shares of common stock offered by them as described in the section titled "Plan of Distribution" beginning on page 15 of this prospectus. We will not receive any of the proceeds from the sale of shares of our common stock by the Selling Securityholders; however, we will receive proceeds from the exercise of any July Warrants for cash. You should read this prospectus together with the more detailed information regarding the Company, our common stock, and our financial statements and notes to those statements that appear elsewhere in this prospectus and any applicable prospectus supplement together with the additional information that we incorporate in this prospectus by reference, which we describe under the heading "Where You Can Find More Information." Neither we nor the Selling Securityholders have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus or any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to which we have referred you. Neither we nor the Selling Securityholders take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. The Selling Securityholders are offering to sell, and seeking offers to buy, shares of their common stock only in

Use of proceeds

Use of proceeds We will not receive any proceeds from the sale of shares of common stock by the Selling Securityholders. We expect to use the net proceeds from the exercise of any July Warrants for working capital and general corporate purposes.

Risk Factors

Risk Factors See "Risk Factors" and other information appearing elsewhere in this prospectus for a discussion of risk factors you should carefully consider before deciding whether to invest in our shares of common stock. Market and trading symbol Our common stock is listed on the Nasdaq Capital Market under the symbol "NUWE." 2 TABLE OF CONTENTS Except as otherwise indicated, all information in this prospectus is based on 1,121,251 shares of Common Stock outstanding as of July 31, 2024 and excludes the following: 3,915 shares of our Common Stock issuable upon the exercise of outstanding stock options, having a weighted average exercise price of $515.75 per share; 3,476,254 shares of our Common Stock issuable upon the exercise of outstanding warrants with a weighted-average exercise price of $19.56 per share; 29,972 shares of our Common Stock issuable upon the conversion of the 127 outstanding shares of our Series F Convertible Redeemable Preferred Stock, par value $0.0001 per share (the "Series F Convertible Preferred Stock"); 62 shares of our Common Stock issuable upon the conversion of the 88 outstanding shares of our Series J Convertible Redeemable Preferred Stock, par value $0.0001 per share (the "Series J Convertible Preferred Stock"); 23,762 shares of our Common Stock issuable upon the exercise of 1,920 warrants issued in October 2023 in a best efforts registered public offering; and 42,129 shares of our Common Stock reserved for future issuance under our equity incentive plans. To the extent that additional shares of Common Stock are issued upon the exercise of outstanding options or warrants, or the conversion of our outstanding Series F Convertible Preferred Stock, Series J Convertible Preferred Stock, or the vesting of restricted stock units or additional grants are made pursuant to our equity incentive plans, there may be dilution to new investors. All share and per share amounts for all periods presented in this prospectus and the r

RISK FACTORS

RISK FACTORS An investment in our shares of common stock involves a high degree of risk. Before you invest you should carefully consider the risks and uncertainties described below, the "Risk Factors" section of our most recent Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q for the periods ended March 31, 2024 and June 30, 2024 , each of which is incorporated by reference herein, and the other information in or incorporated by reference into this prospectus. Any of the risks and uncertainties set forth herein and therein could materially and adversely affect our business, financial condition, results of operations and prospects, which in turn could materially and adversely affect the trading price or value of our shares of common stock. Additional risks not currently known to us or which we consider immaterial based on information currently available to us may also materially adversely affect us. As a result, you could lose all or part of your investment. Sales of substantial amounts of our common stock by a Selling Securityholder or an existing securityholder, or the perception that these sales could occur, could adversely affect the price of our common stock. The sale by the Selling Securityholders or an existing securityholder of a significant number of shares of common stock could have a material adverse effect on the market price of our common stock. In addition, the perception in the public markets that the Selling Securityholders or an existing securityholder may sell all or a portion of their shares of our common stock as a result of the registration of such shares for resale pursuant to this prospectus could also have a material adverse effect on the market price of our common stock. We cannot predict the effect, if any, that market sales of those shares of our common stock or the availability of those shares of common stock for sale will have on the market price of our common stock. To the extent that shares are sold into the market p

View Full Filing

View this S-1 filing on SEC EDGAR