Nuwellis closes $6.0M stock and warrant offering
Nuwellis, Inc. has closed a registered public offering generating gross proceeds of approximately $6.0 million before fees and expenses.
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Form Type
8-K
Rhea-AI Filing Summary
Nuwellis, Inc. has closed a registered public offering generating gross proceeds of approximately $6.0 million before fees and expenses. The deal includes 1,903,338 shares of common stock and pre-funded warrants to purchase 18,096,662 shares, each sold with accompanying Series C and Series D warrants. The Series C warrants cover up to 60,000,000 shares and the Series D warrants up to 20,000,000 shares, all with a $0.30 exercise price and subject to stockholder approval and a reverse stock split. Nuwellis reports 12,750,321 shares of common stock issued and outstanding as of June 9, 2026 following exercises of pre-funded warrants.
Insights
Nuwellis raises $6M via a highly structured stock and warrant financing.
Nuwellis closed a registered public offering raising $6.0 million in gross proceeds through a mix of common stock, pre-funded warrants, and long-dated Series C and Series D warrants. The securities were priced around $0.30 per share or pre-funded warrant with accompanying warrants.
The structure adds a large potential pool of future shares: up to 18,096,662 from pre-funded warrants, 60,000,000 from Series C warrants and 20,000,000 from Series D warrants. These warrants become exercisable after stockholder approval and a reverse stock split, so actual dilution will depend on future share price, approvals, and holder decisions.
As of June 9, 2026, Nuwellis reports 12,750,321 common shares outstanding, reflecting exercises of pre-funded warrants. Subsequent company filings may clarify how much of the warrant capacity is ultimately exercised and how the company deploys the $6.0 million raised.
8-K Event Classification
2 items: 7.01, 9.01
2 items
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Offering gross proceeds: $6.0 million
Common shares sold: 1,903,338 shares
Pre-funded warrant shares: 18,096,662 shares
+5 more
8 metrics
Offering gross proceeds
$6.0 million
Registered public offering gross proceeds before fees
Common shares sold
1,903,338 shares
Common stock included in June 2026 offering
Pre-funded warrant shares
18,096,662 shares
Shares underlying pre-funded warrants in offering
Series C warrant shares
60,000,000 shares
Maximum shares underlying Series C warrants
Series D warrant shares
20,000,000 shares
Maximum shares underlying Series D warrants
Offering price per share
$0.30 per share
Public offering price for common stock and accompanying warrants
Pre-funded warrant price
$0.2999 per pre-funded warrant
Public offering price per pre-funded warrant and accompanying warrants
Shares outstanding
12,750,321 shares
Common stock issued and outstanding as of June 9, 2026
Key Terms
pre-funded warrants, Series C Warrants, Series D Warrants, reverse stock split, +2 more
6 terms
pre-funded warrants financial
"pre-funded warrants to purchase 18,096,662 shares of Common Stock"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
Series C Warrants financial
"accompanying Series C Warrants to purchase up to 60,000,000 shares"
Series C warrants are tradable certificates issued alongside a later-stage financing round that give the holder the right to buy company shares at a fixed price within a set time window. They matter to investors because they can provide low-cost upside if the company’s share price rises, but they can also dilute existing shareholders when converted, similar to a coupon that lets someone buy concert tickets later at today’s price — good for the coupon holder, changing the crowd size and ticket value for everyone else.
Series D Warrants financial
"Series D Warrants to purchase up to 20,000,000 shares of Common Stock"
Series D warrants are tradable rights issued with a company's Series D financing round that allow the holder to buy a set number of shares at a fixed price for a limited period. They matter to investors because they create potential extra upside if the company’s value rises, but can also dilute existing shareholders when converted—think of them as coupons you can redeem for stock if the price becomes favorable, affecting ownership and future per-share value.
reverse stock split financial
"for a period of five years following the receipt of stockholder approval ... and the effective date of a reverse stock split"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
zero cash exercise option financial
"The Series D Warrants include a zero cash exercise option allowing holders ... without payment of any additional cash"
A zero cash exercise option lets a holder convert an option into shares without handing over money by surrendering a portion of the newly issued shares to cover the cost and any taxes, like getting an item by returning part of it instead of paying cash. For investors this matters because it changes how many new shares actually enter the market and whether a company needs cash to fulfill the grant, affecting ownership percentages and per-share metrics.
Rule 462(b) regulatory
"a registration statement on Form S-1 (File No. 333-296518) filed ... pursuant to Rule 462(b)"
Rule 462(b) is an SEC provision that lets an issuer add more securities of the same class to an already-effective registration statement by filing a short post-effective amendment that becomes effective on filing, so the additional securities are immediately registered without redoing the full approval process. For investors this matters because it lets companies and underwriters expand an offering quickly—like adding extra seats to a sold-out show—changing supply and potential dilution that can affect the stock price.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did Nuwellis (NUWE) announce in its latest 8-K filing?
Nuwellis announced the closing of a registered public offering raising about $6.0 million in gross proceeds. The financing used common stock, pre-funded warrants, and Series C and D warrants, expanding potential future share issuance if these warrants are exercised.
How much capital did Nuwellis (NUWE) raise in the June 2026 offering?
Nuwellis raised approximately $6.0 million in gross proceeds from the registered public offering. This amount is before deducting placement agent fees and other offering expenses and provides additional funding to support the company’s medical technology business for cardiorenal conditions.
What securities were included in Nuwellis’ $6.0 million offering?
The offering included 1,903,338 shares of common stock and pre-funded warrants to purchase 18,096,662 shares, each with accompanying Series C and Series D warrants. The Series C warrants cover up to 60,000,000 shares and Series D warrants up to 20,000,000 shares of common stock.
What are the exercise prices and terms of Nuwellis’ Series C and D warrants?
Each Series C and Series D warrant has a $0.30 exercise price and becomes exercisable for five years after stockholder approval and a reverse stock split. Series C warrants also include a one-time exercise price reset tied to pricing after any reverse stock split implementation.
Who managed Nuwellis’ June 2026 stock and warrant offering?
Ladenburg Thalmann & Co. Inc. acted as sole book-running manager for the Nuwellis offering. The securities were issued under an effective Form S-1 registration statement, with a final prospectus filed and available through the SEC’s EDGAR system or from Ladenburg Thalmann.
AI-generated analysis. How Rhea-AI works. Not financial advice.
Accepted by SEC EDGAR
Learn about SEC filing dates
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 8, 2026
(Exact Name of Registrant as Specified in its Charter)
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No.
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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(Address of Principal Executive Offices)
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(Zip Code)
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(952 ) 345-4200
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new
or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 7.01 |
Regulation FD.
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On June 8, 2026, Nuwellis, Inc. (the “Company”) issued a press release announcing the
closing of its registered public offering (the “Transaction”) and receipt of gross proceeds of approximately $6,000,000, prior to deducting placement agent fees and other offering
expenses. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. As of June 9, 2026, and as a result of the exercise of pre-funded warrants issued in the Transaction, we have 12,750,321 shares of common stock
issued and outstanding.
The information in this Item 7.01 to this Current Report, and in Exhibit 99.1 furnished herewith, shall not be deemed to be “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed
incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
| Item 9.01 |
Financial Statements and Exhibits
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Exhibit
No.
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Description
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99.1
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Press Release, dated June 8, 2026
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Date: June 10, 2026
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NUWELLIS, INC.
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By:
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/s/ John L. Erb
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| Name: | John L. Erb | ||
| Title: | President and Chief Executive Officer | ||
Exhibit 99.1
FOR IMMEDIATE RELEASE
June 8, 2026
Nuwellis Announces Closing of $6.0 Million Registered Public Offering
MINNEAPOLIS – June 8, 2026 – Nuwellis,
Inc. (Nasdaq: NUWE), a medical technology company committed to delivering solutions for patients with cardiorenal conditions, today announces the closing of a public offering of 1,903,338 shares of its common stock ("Common Stock"), pre-funded
warrants to purchase 18,096,662 shares of Common Stock, in each case with accompanying Series C Warrants to purchase up to 60,000,000 shares of Common Stock and Series D Warrants to purchase up to 20,000,000 shares of Common Stock with gross
proceeds of approximately $6.0 million.
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.
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 C Warrants and Series D 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 and the effective date of a reverse stock split. The Series C Warrants 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) 90% of 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 D Warrants include a zero cash exercise option allowing holders of a Series D 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 D Warrant.
Ladenburg Thalmann & Co. Inc. acted as sole book-running manager in connection with the offering.
The securities described above are being offered pursuant to a registration statement on Form S-1 (File No. 333-296198), that was declared effective by the U.S.
Securities and Exchange Commission ("SEC"), on June 4, 2026, and a registration statement on Form S-1 (File No. 333-296518) filed with the SEC on June 5, 2025 pursuant to Rule 462(b) of the Securities Act of 1933, as amended. Electronic copies of
the final prospectus supplement may be obtained 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 was filed by Nuwellis with the SEC.
About Nuwellis
Nuwellis, Inc. (Nasdaq: NUWE) is a medical technology company
committed to delivering solutions for patients with cardiorenal conditions. The Company develops solutions designed to support patient care through monitoring, therapy, and data-informed clinical decision-making across acute and chronic care
settings. Nuwellis’ portfolio includes commercially available and development-stage technologies addressing complex cardiorenal conditions, with a focus on safety, precision, and scalability across patient populations. For more information, visit
www.nuwellis.com.
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 C Warrants and Series D Warrants, the satisfaction of customary closing conditions related to the
Offering, the amount and expected use of the net proceeds from the Offering and the new market opportunities and anticipated growth in 2026 and beyond. 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. 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:
Investor Relations:
ir@nuwellis.com
Media Contact:
CORE PR
media@nuwellis.com