Every 424B that Nuwellis Inc (NUWE) has filed with the SEC in the last 12 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 424B covers the supplement that carries the terms of a priced offering, so if you follow NUWE and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full NUWE filings page.
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. is conducting a primary offering of 1,310,890 shares of common stock at $2.59 per share under its shelf registration, for gross proceeds of $3,395,205. After a 9.0% placement fee, the company expects to receive approximately $3,089,637 before expenses. Shares outstanding will increase from 1,864,244 to 3,175,134, excluding warrant exercises.
In a concurrent private placement, purchasers will also receive warrants for up to 1,310,890 shares at an exercise price of $2.59, exercisable for five years after effectiveness of a resale registration statement; these warrants, and additional placement agent warrants, are unregistered and provide potential additional cash only if exercised. Net proceeds are intended for working capital and general corporate purposes.
The company reports preliminary year-over-year revenue growth of 14% for the second quarter of 2026 and 20% for the first half of 2026, while cautioning that these figures are unaudited and subject to change. Recent capital actions include a 1-for-35 reverse stock split and a June 2026 equity offering with associated warrants. Nuwellis remains a smaller reporting company and highlights risks related to Nasdaq listing standards, potential dilution from preferred stock and warrants, and the speculative nature of this investment.
Nuwellis, Inc. is conducting a primary offering of up to 1,903,338 shares of common stock on a reasonable best efforts basis, each sold together with common warrants.
The offering also includes pre-funded warrants to purchase up to 18,096,662 shares, Series C common warrants to purchase up to 60,000,000 shares, Series D common warrants to purchase up to 20,000,000 shares, and Placement Agent Warrants to purchase up to 600,000 shares. The public offering price is $0.30 per share and accompanying common warrants; the prospectus states estimated net proceeds of approximately $5.2 million if all securities are sold. The common warrants will be exercisable only after both the effective date of stockholder approval for the warrant shares (the Warrant Stockholder Approval) and an effective reverse stock split in an amount sufficient to permit full exercise (the Reverse Stock Split).
Shares outstanding after this offering are presented as 22,635,718 shares based on 2,635,718 shares outstanding as of March 31, 2026 and the assumed exercise treatment noted in the prospectus.
Nuwellis, Inc. is registering up to 4,279,325 shares of common stock for resale by existing security holders. These shares consist of stock issuable upon exercise of January 2026 pre-funded warrants, common stock purchase warrants, and placement agent warrants.
The company is not selling shares in this offering and will not receive proceeds from resale by the selling stockholders. Nuwellis will receive cash only if the related warrants are exercised for cash, which could total approximately $13.0 million if all warrants are fully exercised. Shares of common stock outstanding were 1,873,892 as of January 31, 2026, and would rise to 6,863,894 if all registered warrants are exercised.
The warrants generally have a strike price of $2.84 per share for investor warrants and $5.0985 per share for placement agent warrants, with holder beneficial ownership limited to 4.99%, or 9.99% upon notice. The filing highlights that substantial resales could pressure the stock price and that warrants may not be exercised if market prices stay below the exercise prices.