[8-K] Nuwellis, Inc. Reports Material Event
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Analyzing...
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): February 24, 2026
(Exact Name of Registrant as Specified in its Charter)
|
No.
|
||
|
(State or Other Jurisdiction of Incorporation or Organization)
|
(Commission File Number)
|
(I.R.S. Employer Identification No.)
|
|
|
||
|
(Address of Principal Executive Offices)
|
(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
|
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 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
|
Director Appointments
On February 24, 2026, the Board of Directors (the “Board”) of Nuwellis, Inc. (the “Company”) determined to increase the size of the Board from five (5) to seven (7) members (the “Board Expansion”) and appointed each
of Martin J. Emerson and David A. McDonald to the Board to fill the vacancies created by the Board Expansion.
Martin J. Emerson
Mr. Emerson has been designated as a Class I director, whose term will expire at the Company’s annual meeting of stockholders in 2026. The Board has
determined that Mr. Emerson is “independent” in accordance with the listing standards of the Nasdaq Stock Market, LLC, the Company’s internal policies, and the rules and regulations of the Securities and Exchange Commission (the “SEC”). Mr. Emerson is expected to serve as a member of each of the Audit Committee, Compensation Committee, and Nominating & Corporate Governance Committee of the Board. The Board has also
determined that Mr. Emerson qualifies as a “financial expert” pursuant to the SEC rules in connection with his appointment to the Audit Committee.
Mr. Emerson, age 62, is the President and Chief Executive Officer of Monteris Medical, a
privately held medical device company, a position he has held since July 2016. He previously served as the President and Chief Executive Officer of Galil Medical from April 2008 until June 2016, and in various roles at American Medical Systems, Inc,
which was a publicly held medical device company, including as President and Chief Executive Officer from 2005 until 2008, as President and Chief Operating Officer from 2004 until 2005, as EVP and Chief Operating Officer from 2003 to 2004, as EVP,
Global Sales and Marketing, and as Vice President, General Manager – International between 2000 and 2003. Mr. Emerson currently serves as the board chair of SubioMed since 2019, and as a member of the board of directors for Contraline since 2021.
He previously served on the boards of Osprey Medical from 2021 to 2023, Tepha Medical from 2015 to 2021, Wright Medical from 2006 to 2015, Vascular Solutions from 2010 to 2017 and AdvaMed from 2006 to 2008. He received his BS degree in Accounting
from Marquette University, and passed the CPA exam in 1986.
David A. McDonald
Mr. McDonald has been designated as a Class I director, whose term will expire at the Company’s annual meeting of stockholders in 2026. The Board has
determined that Mr. McDonald is “independent” in accordance with the listing standards of the Nasdaq Stock Market, LLC, the Company’s internal policies, and the rules and regulations of the Securities and Exchange Commission. Mr. McDonald is expected
to serve as a member of the Audit Committee and as a member of the Nominating and Corporate Governance Committee of the Board. The Board has also determined that Mr. McDonald qualifies as a “financial expert” pursuant to the SEC rules in connection
with his appointment to the Audit Committee.
Mr. McDonald, age 65, previously served as a member of the Board from November 2023 to January 2026. Mr. McDonald is the Vice Chairman Healthcare
Investment Banking at Lake Street Capital Markets. Immediately prior to joining Lake Street, Mr. McDonald worked in the oncology industry serving as a Senior Financial and Business Development Executive for SillaJen Biotherapeutics from June 2013 to
December 2015, Delcath Systems from September 2009 to May 2013 and AngioDynamics from July 2008 to September 2009. In addition, Mr. McDonald has over 35 years of capital markets experience, serving the needs of emerging growth companies as a
healthcare investment banker, equity research analyst, and investor with RBC Capital Markets from May 2000 to June 2005, Investment Advisors, Inc. from September 1994 to February 2000, Wessels, Arnold & Henderson (since acquired by RBC) from
January 1989 to September 1994, American Express from June 1986 to December 1989 and Adams, Harkness & Hill (since acquired by Canaccord Genuity) from September 1982 to May 1986. Mr. McDonald received his BA in Economics from St. Olaf College.
In connection with these appointments, each of Mr. Emerson and Mr. McDonald have entered into the Company’s standard form of indemnity agreement. The
indemnity agreement provides, among other things, that the Company will indemnify each director for certain expenses which he may be required to pay in connection with certain claims to which he may be made a party by reason of his position as a
director of the Company, and otherwise to the fullest extent permitted under Delaware law and the Company’s Third Amended and Restated Bylaws. The form of indemnity agreement was filed as Exhibit 10.1 on the Company’s Form 10 filed on September 30, 2011, and is incorporated herein by reference.
There are no family relationships between either Mr. Emerson or Mr. McDonald, respectively, and any director, executive officer, or any person nominated
or chosen by the Company to become a director or executive officer, and neither Mr. Emerson nor Mr. McDonald has any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Further, each of Mr. Emerson and Mr. McDonald are eligible to participate in the Company’s Non-Employee Director Compensation Program, which provides for annual compensation in the form of cash and equity-based awards.
|
Item 7.01
|
Regulation FD Disclosure.
|
On February 26, 2026, the Company issued a press release announcing the appointments of Mr. Emerson and Mr. McDonald as directors of the Company. A copy
of the press release is furnished as Exhibit 99.1 and is incorporated into this Item 7.01 by reference.
The information in this Current Report on Form 8-K and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “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 it 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 filing.
|
Item 8.01
|
Other Events.
|
E.F. Hutton Suit
On February 11, 2026, E.F. Hutton & Co. (“Hutton”) filed a complaint against the Company
with the Supreme Court of the State of New York. The complaint alleges, among other things, that the Company breached its engagement letter with Hutton to act as its exclusive placement agent for the Company’s registered securities offerings.
The complaint seeks compensatory damages, punitive damages, interest, costs and attorneys’ fees. The Company intends to vigorously defend itself in this matter; however, in light of, among other things, the preliminary stage of the litigation, the
Company is unable to provide any assurances as to the ultimate outcome of the lawsuit and is unable to make a meaningful estimate of the amount or range of loss, if any, that could result from an unfavorable outcome. The Company has not yet filed an
answer to the complaint.
|
Item 9.01
|
Financial Statements and Exhibits.
|
|
(d)
|
Exhibits:
|
|
Exhibit No.
|
|
Description
|
|
99.1
|
|
Press Release dated February 26, 2026
|
|
104
|
|
Cover Page Interactive Data File (Embedded within the Inline XBRL Document).
|
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: February 26, 2026
|
NUWELLIS, INC.
|
||
|
By:
|
/s/ John L. Erb
|
||
|
Name:
|
John L. Erb
|
||
|
Title:
|
President and Chief Executive Officer
|
||
Exhibit 99.1
FOR IMMEDIATE RELEASE
Minneapolis, MN – February 26, 2026
Nuwellis Appoints David A. McDonald and Martin J. Emerson to
Board of Directors
MINNEAPOLIS – February 26, 2026 – Nuwellis, Inc. (Nasdaq: NUWE), a medical technology company committed to delivering solutions for patients with cardiorenal conditions, today announced the appointment of David A. McDonald and Martin J. Emerson to its Board of Directors,
effective February 24, 2026.
The appointments strengthen the Company’s board with complementary expertise in public company leadership, capital markets, and medical device
commercialization.
“These appointments reflect our continued focus on operational discipline and long-term value creation,” said John Erb, President and CEO of
Nuwellis. “Marty has led multiple medical device organizations through scaling, strategic transformation, and successful exits. Dave returns to the Board after a brief hiatus having originally joined the Board in November of 2023, bringing deep
capital markets experience and perspective across emerging growth healthcare companies. Their combined experience will be instrumental as we execute on our strategic priorities.”
Martin J. Emerson
Mr. Emerson currently serves as President and Chief Executive Officer of Monteris Medical. He previously served as President and Chief Executive
Officer of Galil Medical, where he led the company to a successful acquisition by BTG plc. Prior to Galil, he served as President and Chief Executive Officer of American Medical Systems, a global urology and gynecology device company with over $500
million in annual revenue. Earlier in his career, he held senior management roles at Boston Scientific Corporation and Baxter International.
Mr. Emerson currently serves on the boards of Contraline and SubioMed and has previously served on several public and private company boards,
including Wright Medical, Vascular Solutions, Tepha Medical and AdvaMed. He holds a Bachelor of Science in Accounting from Marquette University.
David A. McDonald
Mr. McDonald serves as Vice Chairman Healthcare Investment Banking at Lake Street Capital Markets and brings more than 25 years of experience in
healthcare capital markets and corporate development. He has held senior financial and business development leadership roles at SillaJen Biotherapeutics, Delcath Systems and AngioDynamics, where he raised nearly $200 million in capital and executed
global partnerships and transactions.
Earlier in his career, Mr. McDonald served as a Healthcare Investment Banker, Equity Research Analyst and Investor with RBC Capital Markets,
Craig-Hallum, Canaccord Genuity and American Express. He holds a Bachelor of Arts in Economics from St. Olaf College.
For more information, visit www.nuwellis.com.
About Nuwellis Nuwellis, Inc. (Nasdaq: NUWE) is a medical technology company advancing precision fluid management technologies across the cardiorenal continuum. 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.
About the Aquadex SmartFlow® System The Aquadex SmartFlow system delivers clinically proven therapy using a simple, flexible and smart method of removing excess fluid from patients suffering from
hypervolemia (fluid overload). The Aquadex SmartFlow system is indicated for temporary (up to 8 hours) or extended (longer than 8 hours in patients who require hospitalization) use in adult and pediatric patients weighing 20 kg or more whose fluid
overload is unresponsive to medical management, including diuretics. All treatments must be administered by a health care provider, within an outpatient or inpatient clinical setting, under physician prescription, both having received training in
extracorporeal therapies.
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 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:
Leah McMullen
Director of Communications
Leah.mcmullen@nuwellis.com
Filing Exhibits & Attachments
4 documents
Nuwellis Inc
NASDAQ:NUWE
NUWE Rankings
NUWE Latest News
NUWE Latest SEC Filings
Feb 10, 2026
[EFFECT] Nuwellis, Inc. SEC Filing
NUWE Stock Data
1.44M
1.87M
Medical Devices
Electromedical & Electrotherapeutic Apparatus
United States
EDEN PRAIRIE