Nuwellis, Inc. (NUWE) SEC Filings

Nuwellis, Inc. (NUWE) is registering up to 1,350,217 shares of common stock for resale by existing holders under a shelf registration. The shares consist of 1,310,890 shares issuable upon exercise of August Warrants at $2.59 per share and 39,327 shares issuable upon exercise of PA Warrants at $4.2735 per share.

The company is not selling shares in this offering and will receive no proceeds from resales, but would receive an estimated $3.6 million if all warrants are exercised for cash, which it intends to use for working capital and general corporate purposes. Common shares outstanding were 3,647,264 as of August 7, 2026, and would be 4,997,481 assuming full warrant exercise.

Nuwellis is a commercial-stage medical technology company focused on its Aquadex System for ultrafiltration therapy and qualifies as a smaller reporting company, allowing reduced disclosure. The company highlights risks including the possibility the warrants may never be exercised for cash and that substantial resale activity by selling stockholders could adversely affect the trading price or volatility of NUWE shares.

Nuwellis, Inc. (NUWE) furnished an updated investor presentation outlining its Aquadex ultrafiltration platform and growth strategy. The company targets a U.S. clinical addressable market exceeding $4.2 billion across critical care, heart failure, pediatrics and fluid monitoring, with pediatrics representing about 50% of current revenues.

For the first half of 2026, Nuwellis reports 20% year‑over‑year revenue growth and second‑quarter 2026 gross margin of 76% versus 56% a year earlier, and states it has cash runway through 2Q27. Growth is broad‑based, with H1 revenue in pediatrics, critical care and heart failure up 29%, 28% and 27%, respectively. The company is pursuing pediatric expansion of Aquadex to patients ≥5 kg with an FDA submission anticipated by Q4 2026, and is developing new products including the ClarityPRIME smart fluid monitoring system, targeted for commercial launch in 2H 2027, and the Vivian pediatric renal support platform with an IDE submission expected in 2Q 2028.

Nuwellis, Inc. (NUWE) has filed a Form S-3 shelf registration to allow certain selling stockholders to resell up to 1,350,217 shares of common stock. These shares consist of 1,310,890 shares issuable upon exercise of August 3, 2026 private-placement warrants at $2.59 per share and 39,327 shares issuable upon placement agent warrants at $4.2735 per share.

Nuwellis will not sell any shares in this offering and will not receive proceeds from stockholder resales, but estimates it could receive about $3.6 million in gross proceeds if all warrants are exercised for cash, to be used for working capital and general corporate purposes. Common stock outstanding was 3,647,264 shares as of August 7, 2026 and would be 4,997,481 shares if all registered warrants are exercised.

Nuwellis is a commercial-stage medical technology company focused on its Aquadex ultrafiltration system for fluid overload in adult and pediatric patients. The company qualifies as a smaller reporting company, which allows reduced disclosure requirements. Key risks highlighted include the possibility that the stock price remains below the warrant exercise prices, resulting in little or no cash proceeds, and potential stock price pressure if selling stockholders dispose of substantial registered shares.

Armistice Capital, LLC and Steven Boyd report amended ownership of Nuwellis, Inc. common stock. They beneficially own 73,367 shares, representing 4.99% of the outstanding common stock. All voting and dispositive power over these shares is shared, with no sole voting or dispositive power reported.

The shares are held directly by Armistice Capital Master Fund Ltd., for which Armistice Capital acts as investment manager under an Investment Management Agreement. Steven Boyd, as managing member of Armistice Capital, may also be deemed to beneficially own these securities.

Nuwellis, Inc. reported second quarter 2026 revenue of $2.0 million, up 14% from the prior-year quarter, driven by higher U.S. circuit and console sales and nine consoles sold versus three a year ago. Gross margin improved to 76% from 56%, reflecting prior pricing actions, favorable product mix, and the transition to contract manufacturing.

Operating expenses rose to $4.7 million, leading to a net loss of $4.8 million, a substantial improvement from a $12.6 million loss in the prior-year quarter, helped by a favorable $4.4 million change in warrant liabilities. For the first half, net loss was $9.4 million and net cash used in operations was $6.3 million. Cash and cash equivalents were $3.9 million at June 30, 2026; including recent financings and warrant exercises, the company raised $12.7 million in gross proceeds and states its cash runway extends through the second quarter of 2027. Total stockholders’ equity shifted to a deficit of $2.1 million as warrant liabilities increased to $7.0 million.

Nuwellis, Inc. reported higher revenue but continued losses for the quarter and six months ended June 30, 2026. Net sales were $1.97 million for the quarter and $4.37 million for the first half, up 14.1% and 20.5% year over year, driven by strong console and circuit growth.

Gross profit rose to $3.18 million for the first half, with gross margin improving to 72.8% from 55.8%, mainly from contract manufacturing. However, the company posted a six‑month net loss of $9.37 million, with operating expenses increasing, particularly in selling, general and administrative and research and development.

Cash, cash equivalents and restricted cash totaled $4.03 million at June 30, 2026. Operations used $6.29 million of cash in the first half, offset by $9.42 million of financing inflows, including a June 2026 equity and warrant offering. Management states existing capital is expected to fund operations into the second quarter of 2027, yet recurring losses, an accumulated deficit of $325.7 million, and the need for additional capital raise substantial doubt about the company’s ability to continue as a going concern.

The company executed a 1‑for‑35 reverse stock split, issued new Series C and D warrants classified as liabilities, and later reclassified them to equity on a pro forma basis, resulting in pro forma stockholders’ equity of $4.39 million and ongoing compliance with Nasdaq’s minimum equity requirement. Two material weaknesses in internal control over financial reporting remain unresolved.

Orca Capital reported beneficial ownership of common stock of Nuwellis, Inc.. Orca Capital beneficially owns 223,050 shares of Nuwellis common stock, representing 7.0% of the outstanding class. This ownership is based on 3,175,134 shares outstanding immediately after completion of Nuwellis’s registered offering described in its Rule 424(b)(5) final prospectus filed on August 3, 2026.

Orca Capital has sole voting and sole dispositive power over all 223,050 shares, with no shared power. The disclosure notes an additional 260,907 shares issuable upon exercise of common warrants that are excluded from the ownership calculation because of a 4.99% Beneficial Ownership Limitation that restricts exercising warrants if it would raise Orca Capital’s beneficial ownership above 4.99%.

Nuwellis, Inc. is the issuer of common stock, par value $0.0001 per share, held by a group consisting of Mitchell P. Kopin, Daniel B. Asher, and Intracoastal Capital LLC. The group reports beneficial ownership of 155,536 shares of common stock, representing 4.7% of the class.

This position is entirely tied to warrants, including 154,440 shares underlying a warrant issued under a Securities Purchase Agreement dated July 31, 2026, plus several smaller legacy warrants. Multiple warrants contain a 4.99% beneficial ownership blocker, limiting exercisability so the group does not exceed that ownership threshold. All voting and dispositive power over the 155,536 shares is shared, with no sole power reported.

Nuwellis, Inc. received a beneficial ownership report from Lind Global Fund III LP, Lind Global Partners III LLC, and Jeff Easton. Each reporting person reports beneficial ownership of 193,050 shares of common stock, representing 6.2% of the outstanding common stock.

The position consists of 193,050 shares and 193,050 warrants to purchase common stock. A warrant provision limits conversions that would cause ownership above 4.99%, so beneficial ownership is capped at an aggregate 193,050 shares. Each reporting person has sole voting and dispositive power over these reported shares.