Nuwellis Announces Closing of $5.0 Million Underwritten Public Offering Including Full Exercise of Overallotment Option

Rhea-AI Summary

Nuwellis (NUWE) has completed a $5.0 million public offering, including the full exercise of the overallotment option. The offering consisted of 2,580,667 common shares and 14,085,998 pre-funded warrants, along with accompanying Series A and Series B Warrants. The common stock and warrants were priced at $0.30 per share, while pre-funded warrants were offered at $0.2999. Series A and B Warrants have a $0.30 exercise price and a 5-year exercise period following stockholder approval. Series A Warrants include a one-time price reset provision tied to potential reverse stock splits, while Series B Warrants feature a zero-cash exercise option. Ladenburg Thalmann & Co. Inc. served as the sole book-running manager for the offering.

Positive

• Secured $5.0 million in gross proceeds through public offering
• Full exercise of underwriter's over-allotment option indicates strong demand
• Pre-funded warrants provide immediate exercisability with minimal exercise price of $0.0001

Negative

• Significant dilution potential from large number of warrants (66.6M total potential shares)
• Low offering price of $0.30 per share indicates weak market position
• Additional stockholder approval required before Series A and B Warrants can be exercised

Insights

Financial Analyst

Nuwellis raises $5M through dilutive offering with complex warrant structure at significant discount to support operations.

Nuwellis has closed a $5 million public offering through a complex structure that includes 2.58 million common shares and 14.09 million pre-funded warrants, along with 66.67 million additional warrants (Series A and B). The pricing at $0.30 per share represents a substantial dilution for existing shareholders, as the company issued instruments that could potentially convert into significantly more shares than currently outstanding.

The structure of this financing raises several concerns. The pre-funded warrants have a nominal exercise price of just $0.0001, meaning they're essentially equivalent to issuing shares. More worrisome are the Series A warrants, which contain a price reset provision that could further dilute shareholders following any reverse stock split - a common tactic for Nasdaq compliance when share prices fall below minimum thresholds.

The Series B warrants include a zero-cash exercise option, meaning holders can receive shares without providing additional capital to the company. This complex structure suggests Nuwellis faced challenges attracting investment without offering significant incentives.

Medical device companies in commercialization phases often require substantial capital to fund operations, clinical studies, and sales expansion. This relatively small raise, combined with the dilutive structure, indicates Nuwellis may be operating under financial constraints. The capital will likely extend their operational runway, but the substantial potential dilution could pressure share value as the market absorbs this development.

MINNEAPOLIS, June 10, 2025 (GLOBE NEWSWIRE) -- Nuwellis, Inc. (Nasdaq: NUWE) (“Nuwellis” or the “Company”), a commercial-stage medical device company dedicated to transforming care for fluid overload patients, today announced the closing of a public offering of 2,580,667 shares of its common stock (“Common Stock”), pre-funded warrants to purchase 14,085,998 shares of Common Stock, in each case with accompanying Series A Warrants to purchase up to 49,999,995 shares of Common Stock and Series B Warrants to purchase up to 16,666,665 shares of Common Stock with gross proceeds of approximately $5.0 million, which includes the full exercise of the underwriter’s over-allotment option to purchase additional shares and warrants.

The public offering price per share of Common Stock and accompanying warrants is $0.30 per share and accompanying warrants, and the public offering price per pre-funded warrant and accompanying warrants is $0.2999 per pre-funded warrant and accompanying warrants.

Each pre-funded warrant has an exercise price of $0.0001 per pre-funded warrant, and is immediately exercisable until such pre-funded warrant is exercised in full. Each of the Series A Warrants and Series B Warrants has an exercise price of $0.30, and will be exercisable for a period of five years following the receipt of stockholder approval, as required by the applicable rules and regulations of Nasdaq. The Series A Warrants contain a one-time reset of the exercise price in the event that the Company implements a reverse stock split to the greater of: (i) 20% of the combined public offering price per share of Common Stock and accompanying warrants in this offering and (ii) the lowest daily volume weighted average price for the five trading days immediately following the date of the implementation of a reverse stock split. The Series B Warrants include a zero cash exercise option allowing holders of a Series B Warrant the right to receive, without payment of any additional cash to the Company, an aggregate number of shares equal to the number of shares of Common Stock that would be issuable upon a cash exercise of such Series B Warrant.

Ladenburg Thalmann & Co. Inc. acted as sole book-running manager in connection with the offering.

The securities described above are being offered pursuant to a registration statement on Form S-1 (File No. 333-287663) that was declared effective by the U.S. Securities and Exchange Commission (“SEC”), on June 9, 2025. Electronic copies of the final prospectus supplement may be obtained on the SEC’s website at http://www.sec.gov or by contacting Ladenburg Thalmann & Co. Inc., Prospectus Department, 640 Fifth Avenue, 4th Floor, New York, New York 10019 or by email at prospectus@ladenburg.com.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. The offering is being made solely by means of a prospectus. A final prospectus relating to this offering was filed by Nuwellis with the SEC.

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 receipt of stockholder approval to permit the exercise of the Series A Warrants and Series B Warrants, the satisfaction of customary closing conditions related to the offering and the amount and expected use of the net proceeds from the offering. 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. Forward-looking statements are often identified by terms such as “believe,” “continue,” “intends to,” “expect,” “will,” “goal,” “aim to” and similar expressions. Such forward-looking statements include, among others, statements regarding the Company’s anticipated closing of the public offering. Many factors could cause actual future events to differ materially from the forward-looking statements in this release, including, without limitation, 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.

For further information, please contact:

INVESTORS:
Robert Scott
Chief Financial Officer, Nuwellis
ir@nuwellis.com

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

Source:
Nuwellis Inc.

FAQ

What is the size and price of Nuwellis (NUWE) latest public offering?

Nuwellis raised $5.0 million through an offering of 2,580,667 common shares and 14,085,998 pre-funded warrants at $0.30 per share and $0.2999 per pre-funded warrant respectively.

What types of warrants are included in NUWE's 2025 public offering?

The offering includes Series A Warrants for up to 49,999,995 shares and Series B Warrants for up to 16,666,665 shares, both with $0.30 exercise price and 5-year exercise period after stockholder approval.

How will a potential reverse stock split affect NUWE's Series A Warrants?

Series A Warrants include a one-time reset provision where the exercise price will adjust to the greater of 20% of the offering price or the lowest 5-day VWAP following a reverse split.

Who managed Nuwellis's June 2025 public offering?

Ladenburg Thalmann & Co. Inc. acted as the sole book-running manager for the offering.

What is the exercise period for NUWE's Series A and B Warrants?

Both Series A and B Warrants will be exercisable for five years, but only after receiving stockholder approval as required by Nasdaq rules.