Nuwellis Stock Under Pressure as Second Reverse Split Looms to Save Nasdaq Listing

Rhea-AI Filing Summary

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.

Positive

• None.

Negative

• Received Nasdaq delisting notice due to stock price falling below $1.00 for 30 consecutive trading days
• Company not eligible for standard compliance period due to previous reverse stock split within past year
• Immediate delisting risk - must request hearing to maintain temporary listing status
• Previous reverse stock split in June 2024 failed to maintain required price levels, indicating deeper fundamental issues
• Company plans another reverse split (1-for-5 to 1-for-70 range) despite recent split, suggesting continued share price weakness

Insights

Stock Exchange Listing Specialist

Nuwellis faces potential Nasdaq delisting due to sub-$1 share price despite a 2024 reverse split; another split planned but compliance uncertain.

Nuwellis has received a Nasdaq delisting notice for failing to maintain the minimum $1 bid price requirement for 30 consecutive trading days. What makes this situation particularly concerning is that the company is ineligible for the standard compliance period because it already executed a reverse stock split on June 27, 2024 - less than a year ago.

The company has outlined a two-part strategy to maintain its listing: requesting a hearing with the Nasdaq Hearings Panel and implementing another reverse stock split. Shareholders have already approved a potential split ranging from 1-for-5 to 1-for-70 at their May 20, 2025 annual meeting, giving the board significant flexibility in determining the ratio.

While shares will continue trading on Nasdaq during the hearing process, the filing explicitly acknowledges uncertainty about the outcome, stating "there can be no assurance that the Panel will grant the Company's request for continued listing or that the Company will be able to regain compliance."

The need for a second reverse split within approximately one year represents a significant concern. The wide range of the approved split ratio (up to 1-for-70) indicates the board is preparing for potentially drastic action to lift the share price above compliance thresholds. If delisted, shareholders would face reduced liquidity, institutional ownership limitations, and decreased market visibility through over-the-counter trading.

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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 18, 2025

Nuwellis, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-35312	No. 68-0533453
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

12988 Valley View Road, Eden Prairie, MN (Address of Principal Executive Offices) 55344
(Zip Code)

(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)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	NUWE	Nasdaq Capital Market

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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

​

On June 18, 2025, Nuwellis, Inc. (the “Company”) received a letter (the “Deficiency Notice”) from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market (“Nasdaq”) informing the Company that because the closing bid price for the Company’s common stock listed on Nasdaq was below $1.00 for 30 consecutive trading days, the Company is not in compliance with the minimum bid price requirement for continued listing on the Nasdaq Capital Market, as set forth in Nasdaq Marketplace Rule 5550(a)(2) (the “Minimum Bid Price Requirement”).

 The Deficiency Notice also indicated that the Company is not eligible for any compliance period specified in Nasdaq Listing Rule 5810(c)(3)(A) because the Company effected a reverse stock split over the prior one-year period or has effected one or more reverse stock splits over the prior two-year period with a cumulative ratio of 250 shares or more to one; accordingly, the Company was informed that its securities were subject to delisting from Nasdaq unless the Company timely requested a hearing before the Nasdaq Hearings Panel (the “Panel”). As previously disclosed, the Company effected a reverse stock split of its Common Stock on June 27, 2024.

At its annual meeting held on May 20, 2025, the Company’s stockholders approved a proposal allowing the board of directors of the Company to effect a reverse split in the range of 1-for-5 to 1-for-70.  The Company’s board of directors intends to effect a reverse stock split in the near term in order to regain compliance with the Minimum Bid Price Requirement.

The Company intends to timely submit a request for a hearing and the Company’s securities will then remain listed and eligible for trading on the Nasdaq Capital Market at least pending the ultimate conclusion of any hearing process.  There can be no assurance that the Panel will grant the Company’s request for continued listing or that the Company will be able to regain compliance and thereafter maintain its listing on Nasdaq.

Cautionary Note Regarding Forward Looking Statements

This Current Report on Form 8-K contains certain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and Private Securities Litigation Reform Act, as amended, and as such are not historical facts. This includes, without limitation, statements regarding the Company’s plans to appeal the Company’s intent or ability to regain compliance with the Minimum Bid Price Requirement, the outcome of a Nasdaq hearing and appeal process, and the anticipated actions by the Nasdaq Staff and the Company’s responses and their anticipated outcome, and the ability for the Company’s securities to remain listed on Nasdaq. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this communication, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. When the Company discusses its strategies or plans, it is making projections, forecasts or forward-looking statements. Such statements are based on the beliefs of, as well as assumptions made by and information currently available to, the Company’s management. Such factors include those set forth in the Company’s filings with the U.S. Securities and Exchange Commission. Prospective investors are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this press release. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

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.

Date: June 23, 2025	NUWELLIS, INC.
	By:	/s/ John L. Erb

	Name:	John L. Erb
	Title:	Interim President and Chief Executive Officer

FAQ

Why did NUWE receive a Nasdaq delisting notice in June 2025?

NUWE received a delisting notice from Nasdaq on June 18, 2025, because its stock price closed below $1.00 for 30 consecutive trading days, violating Nasdaq's minimum bid price requirement (Rule 5550(a)(2)). The company is not eligible for a standard compliance period due to previous reverse stock splits.

What is NUWE's plan to maintain Nasdaq listing after the June 2025 deficiency notice?

NUWE plans to: 1) Request a hearing before the Nasdaq Hearings Panel to maintain temporary listing status, and 2) Implement a new reverse stock split, which was approved by stockholders on May 20, 2025, in a range of 1-for-5 to 1-for-70 to regain compliance with the minimum bid price requirement.

When did NUWE last perform a reverse stock split before the 2025 delisting notice?

NUWE previously executed a reverse stock split of its Common Stock on June 27, 2024, which affects their eligibility for a standard compliance period under Nasdaq listing rules.

Who is currently leading NUWE as CEO in 2025?

John L. Erb is serving as Interim President and Chief Executive Officer of Nuwellis, Inc., as evidenced by his signature on the June 23, 2025 filing.

Will NUWE stock continue trading on Nasdaq after receiving the deficiency notice?

NUWE's securities will remain listed and eligible for trading on the Nasdaq Capital Market at least until the conclusion of the hearing process. However, the company notes there is no assurance the Panel will grant continued listing or that NUWE will maintain its Nasdaq listing thereafter.