Nuwellis Announces $5 Million Private Placement and Warrant Inducement Transaction, Priced At-The-Market

Rhea-AI Summary

Nuwellis (Nasdaq: NUWE) announced a priced-at-the-market private placement and warrant inducement expected to raise approximately $5.0 million in gross proceeds prior to fees. The transaction includes 994,537 shares (or pre-funded warrants) plus 1,989,074 private placement warrants at a combined price of $3.09.

The company agreed to a warrant inducement: certain existing warrants will be exercised to buy 623,585 shares at an amended exercise price of $3.09, and Nuwellis will issue 1,247,170 new warrants exercisable at $2.84 for five years after resale registration effectiveness. Closing is expected on or about January 30, 2026. Ladenburg Thalmann served as placement agent.

Positive

• Gross proceeds of approximately $5.0M before fees
• Immediate cash from exercise of 623,585 existing warrants
• Private Placement priced at-the-market at a combined price of $3.09

Negative

• Potential future dilution of 3,236,244 shares from warrants
• New and placement warrants exercisable at $2.84 for five years
• Existing warrants amended to a reduced exercise price of $3.09

News Market Reaction – NUWE

-10.02%

22 alerts

-10.02% Session close to close

+32.4% Peak Tracked

-24.2% Trough Tracked

$7.12M Market Cap

0.3x Rel. Volume

In the Jan 30 session, NUWE declined 10.02%, reflecting a significant negative market reaction. Argus tracked a peak move of +32.4% during that session. Argus tracked a trough of -24.2% from its starting point during tracking. Our momentum scanner triggered 22 alerts that day, indicating elevated trading interest and price volatility.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock dropped -10.0% in the session following this news. A negative reaction despite the cash in...

Analysis

The stock dropped -10.0% in the session following this news. A negative reaction despite the cash inflow would fit a pattern where dilutive financings weigh on a thinly capitalized stock that already traded about 94% below its 52‑week high pre‑announcement. The structure combines new shares, inducement exercises, and additional warrants at $2.84–$3.09, increasing potential supply. Past news often saw aligned moves, so any sharp selloff could reflect concern over ongoing funding needs and warrant overhang rather than operational updates.

Key Figures

Shares in Private Placement: 994,537 shares Private Placement Warrants: 1,989,074 warrants Combined offering price: $3.09 +5 more

8 metrics

Shares in Private Placement 994,537 shares Common stock (or pre-funded warrants) sold in private placement

Private Placement Warrants 1,989,074 warrants Warrants to purchase common stock issued with the placement

Combined offering price $3.09 Per share (or pre-funded warrant) plus accompanying warrant

Warrant exercise price $2.84 Exercise price for Private Placement Warrants and New Warrants

Existing Warrants exercised 623,585 shares Shares underlying Existing Warrants to be exercised

New Warrants issued 1,247,170 warrants Unregistered New Warrants granted as inducement

Gross proceeds $5.0 million Expected from Private Placement and Warrant Inducement before fees

Warrant term 5 years Expiration after effective resale registration statement

Historical Context

5 past events · Latest: 2026-01-23 (Neutral)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
2026-01-23	Board changes	Neutral	-3.1%	Multiple director resignations and appointments with stated non-disagreement.
2026-01-06	Patent issuance	Positive	+4.6%	New U.S. patent covering safety mechanisms for pediatric extracorporeal therapy.
2025-12-09	Clinical data update	Positive	-1.3%	Lenox Hill real-world Aquadex data across critical-care settings with stable hemodynamics.
2025-12-04	Commercial adoption	Positive	+9.8%	Leading Northeast children’s hospital launched Aquadex ultrafiltration program.
2025-11-12	Earnings report	Negative	-4.0%	Q3 2025 revenue decline, operating loss, and capital raise via ATM program.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Historically, NUWE’s price often tracks the tone of news, with mostly aligned reactions but at least one instance where positive clinical data saw a negative move.

Recent Company History

Over the last few months, NUWE has reported board changes, new intellectual property, clinical data, commercial adoption gains, and Q3 2025 results. Positive news such as a new U.S. patent on Jan 6, 2026 and pediatric program expansion on Dec 4, 2025 coincided with gains of 4.62% and 9.83%. However, encouraging Lenox Hill real‑world data on Dec 9, 2025 was followed by a -1.29% move, showing that not all positive updates translated into upside.

Key Terms

private placement, warrants, pre-funded warrants, at-the-market, +4 more

8 terms

private placement financial

"shares of Common Stock in a private placement priced at-the-market under Nasdaq rules"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

warrants financial

"together with warrants (the “Private Placement Warrants”) to purchase 1,989,074 shares"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

View in glossary

pre-funded warrants financial

"Common Stock, $0.0001 par value (the “Common Stock”) or (pre-funded warrants in-lieu thereof)"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

at-the-market financial

"in a private placement priced at-the-market under Nasdaq rules (the “Private Placement”)"

"At-the-market" is a method for companies to sell new shares of stock directly into the open market over time, rather than all at once. It allows companies to raise money gradually, similar to selling slices of a pie instead of the entire pie at once, which can help manage the sale's impact on the stock price. This approach gives investors a steady supply of shares while providing companies with flexible funding options.

Section 4(a)(2) regulatory

"under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act")"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

Regulation D regulatory

"and/or Regulation D promulgated thereunder, and the securities have not been registered"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

Securities Act regulatory

"under the Securities Act or applicable state securities laws"

A securities act is a law that governs the offering, sale and disclosure of stocks, bonds and other investment products to the public. It requires companies to provide clear, truthful information—like a product label for an investment—so buyers can understand risks and value before they invest. For investors, these rules reduce fraud, promote transparency, and help ensure fair access to market information.

registration statement regulatory

"file a registration statement with the Securities and Exchange Commission registering the resale"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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MINNEAPOLIS, Jan. 29, 2026 (GLOBE NEWSWIRE) -- Nuwellis, Inc. (Nasdaq: NUWE) (“Nuwellis” or the “Company”), a medical technology company focused on advancing precision cardiorenal care in critical care settings, today announced that it has entered into a securities purchase agreement with an institutional and accredited investor (the “Investor”) for the purchase and sale of 994,537 shares (the “Shares”) of the Company’s common stock, $0.0001 par value (the “Common Stock”) or (pre-funded warrants in-lieu thereof) together with warrants (the “Private Placement Warrants”) to purchase 1,989,074 shares of Common Stock in a private placement priced at-the-market under Nasdaq rules (the “Private Placement”). The combined effective offering price for each Share (or pre-funded warrant in-lieu thereof) and Private Placement Warrant is $3.09. The Private Placement Warrants will have an exercise price of $2.84 per share, will be exercisable immediately upon issuance, and will expire on the five-year anniversary of the date that a resale registration statement related to the Shares and Private Placement Warrants becomes effective.

The Company also announced today that it has entered into a warrant inducement agreement with the Investor for the immediate exercise of certain outstanding warrants that the Company issued on November 6, 2024 and June 10, 2025 (the “Existing Warrants”), in a transaction priced at-the-market under Nasdaq rules (the “Warrant Inducement”). Pursuant to the warrant inducement agreement, the Investor has agreed to a reduced exercise price of the outstanding Existing Warrants to an amended exercise price of $3.09, and to exercise the outstanding Existing Warrants to purchase an aggregate of 623,585 shares of the Company’s common stock. In consideration for the immediate exercise of the Existing Warrants, the Company also agreed to issue the Investor unregistered warrants to purchase an aggregate of 1,247,170 shares of the Common Stock (the “New Warrants”). The New Warrants will have an exercise price of $2.84 per share, will be exercisable immediately upon issuance, and will expire on the five-year anniversary of the date that a resale registration statement related to the New Warrants becomes effective.

The gross proceeds from the Private Placement and the Warrant Inducement are expected to be approximately $5.0 million, prior to deducting placement agent fees and estimated offering expenses. The Private Placement and the Warrant Inducement are expected to close on or about January 30, 2026, subject to the satisfaction of customary closing conditions.

Ladenburg Thalmann & Co. Inc. acted as the sole placement agent for the Private Placement and the Warrant Inducement.

The offer and sale of the foregoing securities are being made in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and/or Regulation D promulgated thereunder, and the securities have not been registered under the Securities Act or applicable state securities laws. Accordingly, the securities may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. The Company has agreed to file a registration statement with the Securities and Exchange Commission registering the resale of the securities issued in the Private Placement and Warrant Inducement.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state. Any offering of the securities under the resale registration statement will only be made by means of a prospectus.

About Nuwellis

Nuwellis, Inc. (Nasdaq: NUWE) is a medical technology company advancing precision fluid management technologies across the cardiorenal continuum. The Company develops solutions designed to support patient care through monitoring, therapy, and data-informed clinical decision-making across acute and chronic care settings. Nuwellis’ portfolio includes commercially available and development-stage technologies addressing complex cardiorenal conditions, with a focus on safety, precision, and scalability across patient populations.

Nuwellis is headquartered in Minneapolis, Minnesota. For more information, visit www.nuwellis.com or follow the Company on LinkedIn and X.

About the Aquadex SmartFlow^® System

The Aquadex SmartFlow system delivers clinically proven therapy using a simple, flexible and smart method of removing excess fluid from patients suffering from hypervolemia (fluid overload). The Aquadex SmartFlow system is indicated for temporary (up to 8 hours) or extended (longer than 8 hours in patients who require hospitalization) use in adult and pediatric patients weighing 20 kg or more whose fluid overload is unresponsive to medical management, including diuretics. All treatments must be administered by a health care provider, within an outpatient or inpatient clinical setting, under physician prescription, both having received training in extracorporeal therapies.

Forward-Looking Statements

Certain statements in this release may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including without limitation, statements regarding the new market opportunities and anticipated growth in 2026 and beyond. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this release, including, without limitation, the anticipated closing of the Private Placement and Warrant Inducement and the anticipated use of proceeds therefrom, those risks associated with our ability to execute on our commercialization strategy, the possibility that we may be unable to raise sufficient funds necessary for our anticipated operations, our post-market clinical data collection activities, benefits of our products to patients, our expectations with respect to product development and commercialization efforts, our ability to increase market and physician acceptance of our products, potentially competitive product offerings, intellectual property protection, our ability to integrate acquired businesses, our expectations regarding anticipated synergies with and benefits from acquired businesses, and other risks and uncertainties described in our filings with the SEC. Forward-looking statements speak only as of the date when made. Nuwellis does not assume any obligation to publicly update or revise any forward-looking statements, whether due to new information, future events or otherwise.

CONTACTS

INVESTORS:
Investor Relations
ir@nuwellis.com

MEDIA:
Leah McMullen
Director of Communications
Leah.mcmullen@nuwellis.com

FAQ

What securities did Nuwellis (NUWE) sell in the January 29, 2026 private placement?

Nuwellis sold 994,537 shares (or pre-funded warrants) plus private placement warrants. According to the company, the transaction includes 1,989,074 private placement warrants issued at a combined price of $3.09 per share-plus-warrant unit.

How much gross proceeds will Nuwellis (NUWE) receive from the private placement and warrant inducement?

The combined transactions are expected to generate about $5.0 million in gross proceeds. According to the company, that amount is before deducting placement agent fees and estimated offering expenses.

What are the exercise terms of the new warrants issued to the investor in the NUWE transaction?

The New Warrants have an exercise price of $2.84 and are immediately exercisable. According to the company, they expire five years after the resale registration statement related to those warrants becomes effective.

What did the warrant inducement for Nuwellis (NUWE) change about existing warrants?

The investor agreed to exercise certain existing warrants at a reduced exercise price of $3.09. According to the company, this inducement results in issuance of 623,585 shares from exercised warrants and 1,247,170 new warrants.

When is the Nuwellis (NUWE) private placement and warrant inducement expected to close?

The Company expects the transactions to close on or about January 30, 2026. According to the company, closing is subject to satisfaction of customary closing conditions.

Will Nuwellis (NUWE) register the resale of securities issued in the private placement?

Yes, Nuwellis has agreed to file a resale registration statement with the SEC. According to the company, resale of the issued securities requires an effective registration statement or an applicable exemption.