Nuwellis (Nasdaq: NUWE) closed a registered public offering generating approximately $6.0 million in gross proceeds. The deal includes 1,903,338 common shares, 18,096,662 pre-funded warrants, and accompanying Series C (up to 60,000,000 shares) and Series D (up to 20,000,000 shares) warrants.
Common shares plus warrants were priced at $0.30; pre-funded warrants plus warrants at $0.2999. The SEC declared the related Form S-1 registration statements effective in early June 2026.
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Positive
Gross proceeds of approximately $6.0 million from the registered public offering
Potential for additional capital from exercise of up to 80,000,000 Series C and D warrants
Flexible zero-cash exercise option on Series D Warrants may facilitate warrant exercise
Negative
Issuance of 1,903,338 shares and 18,096,662 pre-funded warrants increases potential share count
Up to 80,000,000 additional shares from Series C and D warrants imply substantial future dilution if exercised
Series C Warrants include an exercise price reset feature linked to a reverse stock split
News Market Reaction – NUWE
+0.14%
11 alerts
+0.14%Session close to close
+11.6%Peak Tracked
-12.3%Trough Tracked
$448,221Market Cap
0.1xRel. Volume
In the Jun 9 session, NUWE gained 0.14%, reflecting a mild positive market reaction.
Argus tracked a peak move of +11.6% during that session.
Argus tracked a trough of -12.3% from its starting point during tracking.
Our momentum scanner triggered 11 alerts that day, indicating notable trading interest and price volatility.
This announcement confirms closing of a registered public offering raising about $6.0 million throug...
Analysis
This announcement confirms closing of a registered public offering raising about $6.0 million through common shares, pre-funded warrants, and sizable Series C and D warrant coverage. It follows a series of equity-linked financings that have historically pressured the stock, with an average -21.45% move after offering news. Investors may monitor execution of the new capital, future financing needs, and any additional warrant exercises or reverse stock split actions disclosed in upcoming filings.
Key Figures
Gross proceeds:$6.0 millionCommon shares offered:1,903,338 sharesPre-funded warrants:18,096,662 warrants+5 more
8 metrics
Gross proceeds$6.0 millionRegistered public offering
Common shares offered1,903,338 sharesPublic offering primary common stock
Pre-funded warrants18,096,662 warrantsPre-funded warrants to purchase common stock
Series C warrants60,000,000 warrantsSeries C common stock purchase warrants
Series D warrants20,000,000 warrantsSeries D common stock purchase warrants
Offering price (shares)$0.30Per common share and accompanying warrants
Offering price (pre-funded)$0.2999Per pre-funded warrant and accompanying warrants
Pre-funded exercise price$0.0001Exercise price per pre-funded warrant
Priced $916,000 registered direct offering with 5-year warrants at-the-market.
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Pattern Detected
Offering-related announcements have usually been followed by negative moves, with four of the last five similar capital raises seeing double-digit percentage declines and one notable positive outlier.
Recent Company History
Over multiple financing events since Aug 23, 2024, Nuwellis has repeatedly used equity and warrant structures to raise capital, including a $916,000 registered direct offering, warrant exercises generating $5.1 million, and underwritten offerings of $4.3 million and $5.0 million. The recent Jun 5, 2026 pricing of a $6 million public offering introduced large Series C and D warrant overhang. Today’s closing announcement fits this ongoing pattern of equity-linked financings to support operations.
Key Terms
pre-funded warrants, series c warrants, series d warrants, reverse stock split, +4 more
8 terms
pre-funded warrantsfinancial
"pre-funded warrants to purchase 18,096,662 shares of Common Stock"
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.
series c warrantsfinancial
"accompanying Series C Warrants to purchase up to 60,000,000 shares of Common Stock"
Series C warrants are tradable certificates issued alongside a later-stage financing round that give the holder the right to buy company shares at a fixed price within a set time window. They matter to investors because they can provide low-cost upside if the company’s share price rises, but they can also dilute existing shareholders when converted, similar to a coupon that lets someone buy concert tickets later at today’s price — good for the coupon holder, changing the crowd size and ticket value for everyone else.
series d warrantsfinancial
"Series D Warrants to purchase up to 20,000,000 shares of Common Stock"
Series D warrants are tradable rights issued with a company's Series D financing round that allow the holder to buy a set number of shares at a fixed price for a limited period. They matter to investors because they create potential extra upside if the company’s value rises, but can also dilute existing shareholders when converted—think of them as coupons you can redeem for stock if the price becomes favorable, affecting ownership and future per-share value.
reverse stock splitfinancial
"following the receipt of stockholder approval ... and the effective date of a reverse stock split"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
volume weighted average pricetechnical
"90% of the lowest daily volume weighted average price for the five trading days"
The volume weighted average price (VWAP) is a way to measure the average price of a security, such as a stock, over a specific period, taking into account how many units were traded at each price. It’s similar to calculating the average cost of items bought when some are more frequently purchased than others. Investors use VWAP to assess whether a security is being bought or sold at a fair price during trading.
zero cash exercisefinancial
"The Series D Warrants include a zero cash exercise option allowing holders"
A zero cash exercise is a way for an option holder to convert stock options into actual shares without paying money up front, typically by surrendering some of the newly issued shares to cover the exercise cost and taxes. Think of it like trading part of a purchased item back to the seller to settle the bill; for investors it matters because it increases the number of shares outstanding, which can dilute existing ownership and affect metrics like earnings per share and potential selling pressure.
registration statement on form s-1regulatory
"pursuant to a registration statement on Form S-1 (File No. 333-296198)"
A registration statement on Form S-1 is a detailed filing a company submits to the U.S. securities regulator to register new shares for public sale; it includes a plain-language prospectus, financial statements, business description and risk factors. For investors it matters because it provides the official, comprehensive blueprint of the offering — like an owner’s manual — allowing buyers to assess risks, inspect financial health and compare valuation before deciding to invest.
rule 462(b)regulatory
"filed with the SEC on June 5, 2025 pursuant to Rule 462(b) of the Securities Act"
Rule 462(b) is an SEC provision that lets an issuer add more securities of the same class to an already-effective registration statement by filing a short post-effective amendment that becomes effective on filing, so the additional securities are immediately registered without redoing the full approval process. For investors this matters because it lets companies and underwriters expand an offering quickly—like adding extra seats to a sold-out show—changing supply and potential dilution that can affect the stock price.
MINNEAPOLIS , June 08, 2026 (GLOBE NEWSWIRE) -- Nuwellis, Inc. (Nasdaq: NUWE), a medical technology company committed to delivering solutions for patients with cardiorenal conditions, today announces the closing of a public offering of 1,903,338 shares of its common stock ("Common Stock"), pre-funded warrants to purchase 18,096,662 shares of Common Stock, in each case with accompanying Series C Warrants to purchase up to 60,000,000 shares of Common Stock and Series D Warrants to purchase up to 20,000,000 shares of Common Stock with gross proceeds of approximately $6.0 million.
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 C Warrants and Series D 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 and the effective date of a reverse stock split. The Series C 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) 90% of 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 D Warrants include a zero cash exercise option allowing holders of a Series D 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 D 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. 333-296198), that was declared effective by the U.S. Securities and Exchange Commission ("SEC"), on June 4, 2026, and a registration statement on Form S-1 (File No. 333-296518) filed with the SEC on June 5, 2025 pursuant to Rule 462(b) of the Securities Act of 1933, as amended. 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.
About Nuwellis
Nuwellis, Inc. (Nasdaq: NUWE) is a medical technology company committed to delivering solutions for patients with cardiorenal conditions. 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. For more information, visit www.nuwellis.com.
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 C Warrants and Series D Warrants, the satisfaction of customary closing conditions related to the Offering, the amount and expected use of the net proceeds from the Offering and 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, 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.
What did Nuwellis (NASDAQ: NUWE) announce about its $6.0 million public offering on June 8, 2026?
Nuwellis announced the closing of a registered public offering raising approximately $6.0 million in gross proceeds. According to Nuwellis, the deal combines common stock, pre-funded warrants, and Series C and Series D warrants, all registered on effective Form S-1 statements with the SEC.
How many shares and warrants are included in the June 2026 Nuwellis (NUWE) offering?
The offering includes 1,903,338 common shares and 18,096,662 pre-funded warrants. According to Nuwellis, investors also received accompanying Series C Warrants to purchase up to 60,000,000 shares and Series D Warrants to purchase up to 20,000,000 shares of common stock.
What are the pricing terms of the Nuwellis (NUWE) June 2026 registered public offering?
The public offering price is $0.30 per common share with accompanying warrants. According to Nuwellis, each pre-funded warrant with accompanying warrants is priced at $0.2999, and each pre-funded warrant has a nominal $0.0001 exercise price and is immediately exercisable until fully exercised.
What are the exercise terms of Nuwellis NUWE Series C and Series D warrants from the June 2026 offering?
Series C and D warrants have an exercise price of $0.30 per share and five-year terms. According to Nuwellis, exercisability starts after stockholder approval and a reverse stock split; Series C includes one reset feature, and Series D allows zero-cash exercise for equivalent share numbers.
How does the reverse stock split affect Nuwellis (NUWE) Series C warrants from the 2026 offering?
Series C Warrants become exercisable after stockholder approval and the effective date of a reverse stock split. According to Nuwellis, the exercise price resets once to the greater of 20% of the offering price or 90% of the lowest five-day post-split VWAP.
Under which SEC registration statements is the June 2026 Nuwellis (NUWE) offering registered?
The securities are registered under Form S-1 File No. 333-296198 and Form S-1 File No. 333-296518. According to Nuwellis, the primary Form S-1 was declared effective on June 4, 2026, with an additional filing made pursuant to Rule 462(b).
