Nuwellis Inc SEC Filings

Nuwellis, Inc. (NUWE) filed an 8-K to report that it has regained compliance with Nasdaq’s $1.00 minimum bid-price rule. On 18 Jun 2025 the company received a deficiency notice because its shares closed below $1.00 for 30 straight trading days and, due to recent reverse splits, NUWE was ineligible for the standard 180-day cure period. Nasdaq therefore set a delisting hearing for 12 Aug 2025.

On 22 Jul 2025 Nasdaq’s Office of General Counsel informed the company that the bid-price deficiency has been cured; consequently, the hearing was cancelled and NUWE’s common stock will continue trading on the Nasdaq Capital Market. The filing eliminates an immediate delisting threat but highlights prior share-price weakness that triggered the notice.

Nuwellis, Inc. (NASDAQ: NUWE) has issued a Definitive Proxy Statement for a virtual special meeting on 4 Aug 2025. Shareholders of record on 9 Jun 2025 (130,154 shares outstanding, post-1-for-42 split) are asked to vote on four key items:

• Proposal 1 – Warrant Exercise Approval: Permit the issuance of up to 1,599,214 common shares upon exercise of Series A, Series B and underwriter warrants sold in the $5 million June 2025 financing. Warrants carry a $12.60 exercise price (cash) and a five-year term once shareholder approval is obtained; Series A warrants include a one-time price reset tied to any future reverse split, and Series B warrants allow cashless exercise.
• Proposal 2 – Authorized Share Increase: Double authorized common stock to 200 million shares to enhance capital-raising flexibility. No immediate issuance is planned, but the new shares would have rights identical to existing common stock.
• Proposal 3 – Reverse Stock Split Authority: Authorize the Board to implement, within 12 months, a split in the range of 1-for-5 to 1-for-70. The measure is intended to help the company maintain compliance with Nasdaq listing requirements should future bid-price weakness re-emerge. Fractional shares will be rounded down for cash.
• Proposal 4 – Adjournment Authority: Allow one or more adjournments if insufficient votes are received for Proposals 1-3.

Strategic Rationale

• Warrant exercise could provide up to $3.25 million of additional cash (assuming full cash exercise at current prices), supporting working-capital needs and clinical programs.
• Reverse split flexibility is positioned as a tool to protect Nasdaq listing status after previous bid-price deficiencies and repeated reverse splits (1-for-35 in Jun 2024 and 1-for-42 in Jul 2025).
• Increasing the authorized share pool preserves headroom for future financing, equity incentives, strategic transactions and potential anti-takeover defense.

Potential Investor Impact

• The full warrant exercise would expand the current share count by more than ten-fold, causing substantial dilution.
• Stockholders could face further dilution from any future issuances under the expanded authorization.
• Reverse splits do not change proportional ownership but often reduce liquidity and may signal financial distress.
• Failure to pass Proposal 1 obliges the company to call new meetings every 40 days, increasing cost and management distraction.

The Board unanimously recommends “FOR” on all four proposals.

Nuwellis has received a delisting notice from Nasdaq on June 18, 2025, due to non-compliance with the minimum bid price requirement of $1.00 for 30 consecutive trading days. The company is not eligible for the standard compliance period due to previous reverse stock splits.

Key developments:

• Company executed a reverse stock split on June 27, 2024
• Shareholders approved a new reverse split ratio of 1-for-5 to 1-for-70 at May 20, 2025 annual meeting
• Board intends to implement another reverse stock split to regain compliance
• Company plans to request a hearing with Nasdaq Hearings Panel

Stock will remain listed on Nasdaq Capital Market pending the hearing outcome. However, there is no guarantee of continued listing or successful compliance restoration. This situation presents significant risks for investors, including potential delisting and further share dilution through another reverse split.