Nuwellis Announces Pricing of $4.3 Million Underwritten Public Offering

Rhea-AI Summary

Nuwellis (NUWE) has priced a $4.3 million public offering consisting of 406,755 common shares and 14,085,998 pre-funded warrants, along with Series A and B Warrants. The offering is priced at $0.30 per share with accompanying warrants, while pre-funded warrants are priced at $0.2999. The Series A and B Warrants allow holders to purchase up to 43,478,259 and 14,492,753 shares respectively, with a $0.30 exercise price and 5-year term following stockholder approval. Series A Warrants include a one-time price reset provision tied to potential reverse stock splits, while Series B Warrants offer a zero-cash exercise option. Ladenburg Thalmann & Co. Inc. is serving as the sole book-runner, with closing expected around June 10, 2025. The company plans to use proceeds for working capital, general corporate purposes, and potential acquisitions.

Positive

• Proceeds will strengthen working capital and enable potential acquisition opportunities
• Pre-funded warrants provide immediate access to capital with minimal dilution risk
• 5-year warrant term provides long-term financing flexibility

Negative

• Significant potential dilution from large number of warrants (over 57.9 million shares)
• Low offering price of $0.30 per share indicates weak market position
• Series A Warrant reset provision could lead to additional dilution after reverse stock split
• Small size of offering ($4.3M) may not provide substantial runway

Insights

Financial Analyst

Nuwellis' $4.3M offering at significant discount signals cash needs but provides runway for operations.

Nuwellis has priced a $4.3 million public offering at $0.30 per share, representing a substantial discount to recent trading prices. The complex structure includes common shares, pre-funded warrants, and two series of warrants with a $0.30 exercise price valid for five years after stockholder approval.

The offering is heavily dilutive given the company's current market capitalization. The structure indicates serious liquidity concerns, with 406,755 common shares and 14,085,998 pre-funded warrants (essentially equivalent to shares) being issued. Additionally, the offering includes Series A warrants for up to 43,478,259 shares and Series B warrants for 14,492,753 shares, creating significant potential future dilution.

The Series A warrants contain a price reset feature tied to any future reverse stock split, protecting warrant holders against typical post-split price adjustments. This suggests management anticipates a possible reverse split to maintain Nasdaq listing requirements. The Series B warrants include a cashless exercise option, allowing holders to convert without additional capital investment.

This capital raise provides essential working capital but comes at a steep cost to existing shareholders through immediate and potential future dilution. The offering structure suggests difficult financing conditions for Nuwellis, though it secures near-term operational funding for their fluid overload treatment solutions.

MINNEAPOLIS, June 09, 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 pricing of a public offering of 406,755 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 43,478,259 shares of Common Stock and Series B Warrants to purchase up to 14,492,753 shares of Common Stock.

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. Nuwellis expects to use the net proceeds from the offering for working capital and general corporate purposes, including possible acquisition activity.

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 will 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 will 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. is acting as sole book-running manager in connection with the offering.

The offering is expected to close on or about June 10, 2025, subject to customary closing conditions.

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, when available, 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 will be filed by Nuwellis with the SEC.

About Nuwellis Nuwellis, Inc. (Nasdaq: NUWE) is a commercial-stage medical device company focused on transforming the lives of patients with fluid overload through science, collaboration, and innovation. The company is focused on commercializing the Aquadex SmartFlow^® system for ultrafiltration therapy. Nuwellis is headquartered in Minneapolis, with a wholly owned subsidiary in Ireland. For more information visit www.nuwellis.com or visit us on LinkedIn or 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 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, the expected closing date of 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) public offering in June 2025?

Nuwellis priced a $4.3 million public offering at $0.30 per share, consisting of 406,755 common shares and 14,085,998 pre-funded warrants, along with Series A and B Warrants.

How will Nuwellis (NUWE) use the proceeds from its June 2025 offering?

Nuwellis plans to use the net proceeds for working capital, general corporate purposes, and possible acquisition activity.

What are the terms of NUWE's Series A and B Warrants in the June 2025 offering?

Both warrant series have a $0.30 exercise price and 5-year term. Series A includes a price reset provision for reverse splits, while Series B offers zero-cash exercise option.

Who is the underwriter for Nuwellis (NUWE) June 2025 public offering?

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

When will the NUWE public offering close?

The offering is expected to close on or about June 10, 2025, subject to customary closing conditions.