Welcome to our dedicated page for Nuwellis SEC filings (Ticker: NUWE), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Nuwellis, Inc. filings document a Nasdaq-listed medical technology issuer focused on cardiorenal care and ultrafiltration therapy. Form 8-K reports cover operating results, material events, clinical or regulatory disclosures, board appointments and resignations, and resolved litigation matters, while proxy materials describe director elections, auditor ratification, board committee governance, executive compensation, and stockholder voting matters.
Nuwellis, Inc. plans a reasonable best efforts offering of up to 6,578,948 shares of common stock, or pre-funded warrants in lieu of shares, each bundled with Series C and Series D common warrants. The warrants cover up to 26,315,792 shares, with another 6,776,316 shares underlying pre-funded and placement agent warrants, for a total of up to 33,092,108 underlying shares.
At an assumed combined public offering price of $0.76, Nuwellis estimates net proceeds of about $4.4 million if all securities are sold, to be used mainly for working capital, general corporate purposes and potential acquisitions. Common shares outstanding would rise from 2,635,718 as of March 31, 2026 to 9,214,666, assuming all pre-funded warrants are exercised but none of the new common or placement agent warrants are exercised.
The offering has no minimum proceeds requirement, so investors could fund the company even if only a portion of the securities are sold. A concurrent private “warrant reprice” will reduce the exercise price on up to 3,284,788 existing warrants to the public offering price, contingent on stockholder approval. Risk factors highlight limited cash runway into the second quarter of 2026, dependence on a single product line (the Aquadex System), material weaknesses in internal controls, and ongoing operating losses.
Nuwellis, Inc. is seeking to raise capital through a primary offering of up to 6,578,948 shares of common stock or pre-funded warrants, together with Series C and Series D common warrants and related placement agent warrants. The securities are sold on a reasonable best efforts basis with no minimum offering amount or escrow, so proceeds may be significantly less than anticipated.
Assuming a combined public offering price of $0.76 per share and accompanying warrants, Nuwellis estimates net proceeds of about $4.4 million, intended mainly for working capital and general corporate purposes, including potential acquisitions. Common shares outstanding would rise from 2,635,718 as of March 31, 2026, to 9,214,666 if all pre-funded warrants are exercised and none of the common or placement agent warrants are exercised.
The company warns that it currently expects to have sufficient capital only through the end of the second quarter of 2026 and is raising funds to support operations through fiscal 2026. Nuwellis depends heavily on a single product, the Aquadex System, has an accumulated deficit of $316.3 million and reported a net loss of $17.5 million as of December 31, 2025. The filing highlights material weaknesses in internal control over financial reporting and concentration among a small number of customers, as well as extensive operational, regulatory, reimbursement and product liability risks.
Nuwellis, Inc. is registering up to 4,854,369 shares of common stock or pre-funded warrants, plus related common warrants and up to 14,708,738 shares of common stock issuable upon exercise of the pre-funded, Series C, Series D and placement agent warrants, in a reasonable best efforts offering.
The assumed combined public offering price is $1.03 per share and accompanying common warrants, implying estimated net proceeds of about $4.4 million if all securities are sold. Nuwellis plans to use the cash for working capital, general corporate purposes and potential acquisitions. There is no minimum offering amount or escrow, so investors could fund the company even if limited proceeds are raised.
Common stock outstanding was 2,635,718 shares as of March 31, 2026 and would rise to 7,490,087 shares if all primary shares and pre-funded warrants are issued and exercised, excluding any warrant exercises. The company reports net losses of $17.5 million in 2025 and an accumulated deficit of $316.3 million, relies on a single product (the Aquadex System), has capital only through the second quarter of 2026, and has identified material weaknesses in internal control, all highlighted as key risks.
Nuwellis, Inc. reported higher first-quarter 2026 revenue but continued sizable losses and tight liquidity. Net sales for the three months ended March 31, 2026 rose to $2.4 million from $1.9 million, driven by a large increase in console sales and higher circuit usage, lifting gross margin to 70.1%.
The company posted a net loss of $4.5 million, wider than $3.0 million a year earlier, as selling, general and administrative expense grew to $4.5 million and research and development expense rose to $1.7 million, partly due to the Rendiatech asset acquisition and related in‑process R&D.
Cash, cash equivalents and restricted cash were $2.2 million as of March 31, 2026. Management states existing capital will fund operations only into the second quarter of 2026, and the filing indicates substantial doubt about Nuwellis’ ability to continue as a going concern without additional financing. During the quarter, the company raised roughly $5.0 million gross through a January 2026 private placement and warrant inducement transaction and issued 150,000 shares as part of the Rendiatech acquisition, which adds automated kidney function monitoring technology to its cardiorenal platform.
Armistice Capital, LLC and Steven Boyd reported beneficial ownership of 1,055,496 shares of Nuwellis, Inc. common stock, representing 7.11% of the class as of 03/31/2026. The filing states shared voting and shared dispositive power over these shares. The ownership arises because Armistice Capital is investment manager to Armistice Capital Master Fund Ltd., the direct holder; the Master Fund disclaims beneficial ownership due to the Investment Management Agreement.
Nuwellis, Inc. reported first quarter 2026 results that show stronger sales but continued losses. Revenue for the quarter was $2.4 million, up from $1.9 million a year earlier, a 26% increase driven by growth across Pediatric, Adult Heart Failure, and Critical Care categories and higher Aquadex system placements and utilization.
Gross margin improved to 70.1%, reflecting better pricing, product mix, and use of contract manufacturing. Operating expenses rose to about $6.0 million from $4.1 million, mainly from higher sales headcount and compensation, leading to a net loss attributable to common shareholders of roughly $4.3 million.
As of March 31, 2026, Nuwellis reported no debt and cash, cash equivalents, and restricted cash of about $2.2 million. During the quarter, the company raised approximately $4.4 million net from an offering of common stock and warrants, while using about $3.1 million of cash in operating activities.
Nuwellis, Inc. reported that director Gregory D. Waller received a grant of 6,744 nonstatutory stock options for common stock. The options have an exercise price of $1.16 per share and expire on April 27, 2036.
According to the filing, these options vest in 12 approximately equal monthly installments starting one month after the grant date, becoming fully vested after one year. Following this award, Waller holds 6,744 derivative securities of this type directly, reflecting a routine compensation-related equity grant rather than an open-market purchase.
Nuwellis, Inc. director Emerson J. Martin received a grant of nonstatutory stock options as part of his equity compensation. The award covers 6,744 options to buy Nuwellis common stock at an exercise price of $1.16 per share.
The options vest in 12 approximately equal monthly installments starting one month after the grant date, so they are fully vested after one year. The options expire on April 27, 2036 if not exercised. After this grant, Martin holds 6,744 derivative securities related to Nuwellis common stock directly.
Nuwellis, Inc. director Archelle Georgiou Feldshon received a grant of nonstatutory stock options covering 6,744 shares of common stock. The options have an exercise price of $1.16 per share and expire on April 27, 2036.
The award vests in 12 approximately equal monthly installments starting one month after the grant date, so all 6,744 options will be fully vested on the one-year anniversary of the grant. This is a compensation-related equity grant, not an open-market share purchase or sale.