Nuwellis (NASDAQ: NUWE) prices $3.4M direct stock and warrant deal
Rhea-AI Filing Summary
Nuwellis, Inc. completed a financing in which it sold 1,310,890 shares of common stock at $2.59 per share in a registered direct offering priced at-the-market under Nasdaq rules and issued matching warrants to purchase up to 1,310,890 shares at $2.59 in a concurrent private placement. These transactions, conducted under an effective Form S-3 shelf registration statement, closed on August 3, 2026 and are expected to generate approximately $3.4 million in gross proceeds before fees.
Ladenburg Thalmann acted as exclusive placement agent, earning a 9.0% cash fee on gross proceeds and receiving Placement Agent Warrants for 3.0% of the shares issued, with an exercise price of $4.2735 per share. Nuwellis agreed to limit additional equity issuances and new registration filings for five trading days after closing, to avoid Variable Rate Transactions for ninety days, and to file and maintain a resale registration statement for the warrant shares. The company also reported receiving $3.1 million from exercises of warrants issued in a June 2026 public offering.
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8-K Event Classification
4 items: 1.01, 3.02, 8.01, 9.01
4 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Registered direct shares: 1,310,890 shares
Offering price per share: $2.59 per share
Common Warrant Shares: 1,310,890 shares
+5 more
8 metrics
Registered direct shares
1,310,890 shares
Common stock sold in registered direct offering
Offering price per share
$2.59 per share
Purchase price for common stock in registered direct offering
Common Warrant Shares
1,310,890 shares
Maximum shares issuable upon exercise of Common Warrants
Gross proceeds from Offerings
approximately $3.4 million
Aggregate gross proceeds before fees from stock and warrant Offerings
Placement agent cash fee
9.0%
Percentage of aggregate gross proceeds payable to placement agent
Placement Agent Warrants coverage
3.0%
Percentage of shares issued represented by Placement Agent Warrants
Placement Agent Warrant exercise price
$4.2735 per share
Exercise price equal to 165% of public offering price
Additional warrant exercise proceeds
$3.1 Million
Cash received from exercise of previously issued June 2026 warrants
Key Terms
registered direct offering, shelf registration statement, Variable Rate Transaction, accredited investors, +1 more
5 terms
registered direct offering financial
"purchase and sale of 1,310,890 shares... in a registered direct offering"
A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.
shelf registration statement financial
"sold pursuant to the Company’s effective shelf registration statement on Form S-3"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
Variable Rate Transaction financial
"involving a Variable Rate Transaction (as defined in the Purchase Agreement)"
accredited investors financial
"entered into a securities purchase agreement with certain accredited investors"
Accredited investors are individuals or entities considered to have enough financial knowledge and resources to understand and handle more complex and risky investments. They are often allowed to participate in private investment opportunities that are not available to the general public, similar to how experienced players might access exclusive clubs or events. This status helps ensure that investors can manage potential risks and rewards appropriately.
Placement Agent Warrants financial
"agreed to issue to the Placement Agent warrants (the “Placement Agent Warrants”)"
Placement agent warrants are options given to the broker or intermediary who helps a company sell shares privately; they grant the holder the right to buy a set number of company shares at a fixed price in the future. For investors, these warrants matter because exercising them increases the total shares outstanding and can dilute existing ownership and earnings per share, similar to adding more slices to a pizza and reducing the size of each existing slice.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What financing did Nuwellis (NUWE) announce on July 31, 2026?
Nuwellis entered agreements to sell 1,310,890 common shares at $2.59 per share in a registered direct offering and issue matching warrants in a concurrent private placement, for expected gross proceeds of about $3.4 million before fees.
What are the key terms of the warrants issued by Nuwellis (NUWE)?
Nuwellis issued Common Warrants to purchase up to 1,310,890 shares at an exercise price of $2.59 per share. The warrants are immediately exercisable, have a five-year term from the related registration statement’s effectiveness, and the warrant shares will be registered for resale.
What compensation will Ladenburg Thalmann receive in the Nuwellis (NUWE) transaction?
Ladenburg Thalmann will receive a cash fee equal to 9.0% of aggregate gross proceeds and reimbursement of expenses. It will also receive Placement Agent Warrants for 3.0% of the shares issued, exercisable at $4.2735 per share (165% of the offering price).
What post-offering restrictions did Nuwellis (NUWE) agree to?
Nuwellis agreed for five trading days after closing not to issue or register additional equity, subject to exceptions, and for ninety days not to enter Variable Rate Transactions. It also committed to file a resale registration for the warrant shares within thirty days.
How much additional cash did Nuwellis (NUWE) receive from prior warrant exercises?
Nuwellis reported receiving $3.1 million from the exercise of previously issued warrants from its June 2026 public offering. This amount is separate from the approximately $3.4 million in gross proceeds expected from the new stock and warrant Offerings.
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): July 31, 2026
(Exact Name of Registrant as Specified in its Charter)
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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:
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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 1.01. |
Entry into a Material Definitive Agreement.
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Securities Purchase Agreement
On July 31, 2026, Nuwellis, Inc. (the “Company”) entered into a securities
purchase agreement (the “Purchase Agreement”) with certain accredited investors (the “Purchasers”), pursuant to which the Company agreed to issue and sell to such investor in a registered direct offering (the “Registered Offering”) an
aggregate of 1,310,890 shares (the “Shares”) of common stock, par value $0.0001 per share (the “Common
Stock”), of the Company, at a purchase price of $2.59 per share.
Pursuant to the Purchase Agreement, the Company also agreed to issue and sell to such Purchasers, in a concurrent private placement (the “Private Placement”), warrants (the “Common Warrants”) to purchase up to 1,310,890 shares of Common Stock (the “Common Warrant Shares”). The Common Warrants have an exercise price of $2.59 per share, are immediately exercisable and expire on the fifth anniversary on the
effective date of the registration statement to be filed for the purpose of registering the Common Warrant Shares.
The Shares in the Registered Offering were being sold pursuant to the Company’s effective shelf registration statement on Form S-3 (File No.
333-280647), including a base prospectus contained therein, which was originally filed with the Securities and Exchange Commission (the “SEC”) on July 1,
2024, and was declared effective by the SEC on July 9, 2024, and a related prospectus supplement, dated July 31, 2026.
The Registered Offering and Private Placement (collectively, the “Offerings”)
closed on August 3, 2026 (the “Closing Date”).
The gross proceeds to the Company from the Offerings are expected to be approximately $3.4 million, before deducting placement agent commissions and
other offering expenses.
The Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification
obligations of the Company, including for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), other obligations of
the parties, and termination provisions. The representations, warranties and covenants contained in the Purchase Agreement were made only for the purposes of such agreement and as of the specific dates, were solely for the benefit of the parties
to such agreement and may be subject to limitations agreed upon by the contracting parties.
In the Purchase Agreement, the Company agreed, subject to certain exceptions, not to issue, enter into any agreement to issue or announce the
issuance or proposed issuance of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock or file any registration statement or prospectus, or any amendment or supplement thereto for
five (5) trading days after the closing date of the Offering. In addition, the Company has agreed not to effect or enter into an agreement to effect any issuance of Common Stock or any securities convertible into or exercisable or exchangeable
for shares of Common Stock involving a Variable Rate Transaction (as defined in the Purchase Agreement) for ninety (90) days after the closing date of the Offering, subject to certain exceptions.
The Company has agreed to file a registration statement providing for the resale of the Common Warrant Shares within thirty (30) calendar days of the
Closing Date and to use commercially reasonable efforts to cause such registration statement to become effective within sixty (60) days (or ninety (90) days in the event of a “full review” by the SEC) and to keep such registration statement
effective at all times until the time that the investor no longer owns any Common Warrants, or Common Warrant Shares.
Placement Agency Agreement
In connection with the Offerings, the Company also entered into a placement agency agreement, dated July 31, 2026 (the “Placement Agency Agreement”), with Ladenburg Thalmann & Co. Inc. (the “Placement Agent”),
pursuant to which the Company agreed to pay the Placement Agent a cash fee equal to 9.0% of the aggregate gross proceeds of the Offerings, and reimburse the Placement Agent for certain expenses and legal fees. The Company also agreed to issue to
the Placement Agent warrants (the “Placement Agent Warrants”) to purchase shares of Common Stock (the “Placement Agent Warrant Shares”), equal to 3.0% of the aggregate number of shares of Common Stock issued in the Offerings. The Placement Agent Warrants have substantially the same terms as the
Common Warrants being offered in the Private Placement, except that the Placement Agent Warrants have an exercise price that is 165% of the public offering price per share ($4.2735 per share). The Placement Agency Agreement also includes
customary indemnification and contribution provisions in favor of the Placement Agent.
The foregoing description of the material terms of the Placement Agency Agreement, the Purchase Agreement, the Common Warrants, and Placement Agent
Warrants is not complete and is qualified in its entirety by reference to the full text of the forms of Placement Agency Agreement, Purchase Agreement, Common Warrant, and Placement Agent Warrant, copies of which are filed as Exhibits 10.1, 10.2,
4.1, and 4.2 respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
A copy of the legal opinion and consent of Honigman LLP relating to the Shares is attached hereto as Exhibit 5.1.
| Item 3.02. |
Unregistered Sales of Equity Securities.
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The information set forth in Item 1.01 of this Current Report on Form 8-K with respect to the Common Warrants, Common Warrant Shares, Placement Agent
Warrants, and Placement Agent Warrant Shares is incorporated herein by reference.
The Common Warrants and the Placement Agent Warrants were issued in a private placement pursuant to the exemption from the registration requirements
of the Securities Act, provided by Section 4(a)(2) thereof as transactions not involving a public offering and/or Rule 506 promulgated thereunder as sales to accredited investors. The Common Warrant Shares, and Placement Agent Warrant Shares have
not been registered under the Securities Act and will be issued, if at all, pursuant to the same exemption.
| Item 8.01 |
Other Events.
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On July 31, 2026, the Company issued a press release announcing the pricing of the Offerings. A copy of the press release is attached as Exhibit 99.1
to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01. |
Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit
Number
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Exhibit Description
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4.1
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Form of Common Warrant
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4.2
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Form of Placement Agent Warrant
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5.1
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Opinion of Honigman LLP
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10.1
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Placement Agency Agreement, dated July 31, 2026, between the Company and Ladenburg Thalmann & Co. Inc.
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10.2
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Form of Securities Purchase Agreement
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23.1
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Consent of Honigman LLP (included in Exhibit 5.1)
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99.1
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Press Release dated July 31, 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: August 3, 2026
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NUWELLIS, INC.
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By:
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/s/ Michael McCormick
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Name:
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Michael McCormick
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Title:
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President and Chief Executive Officer
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Exhibit 99.1
Nuwellis Announces Pricing of $3.4 Million Registered Direct Offering
Priced At-The-Market Under Nasdaq Rules
Nuwellis also received $3.1 Million from the Exercise of Previously Issued Warrants from the June 2026 Public Offering
MINNEAPOLIS, July 31, 2026 (GLOBE NEWSWIRE) -- Nuwellis, Inc. (Nasdaq: NUWE) (“Nuwellis” or the “Company”), a medical technology company committed
to delivering solutions for patients with cardiorenal conditions, today announced that it has entered into a definitive securities purchase agreement with certain institutional
investors for the purchase and sale of 1,310,890 shares of the Company’s common stock at a price of $2.59 per share of common stock in a registered direct offering priced at-the-market under Nasdaq rules.
In addition, in a concurrent private placement, the Company will issue to the investors warrants to purchase up to 1,310,890 shares of common stock. The
warrants have an exercise price of $2.59 per share, will be exercisable immediately following the date of issuance and will have a term of five years from the date of effectiveness of the registration statement for the purposes of registering the
shares of common stock underlying the warrants.
The closing of the registered direct offering and the concurrent private placement is expected to occur on or about August 3, 2026, subject to the satisfaction of customary closing conditions.
Ladenburg Thalmann & Co. Inc. is acting as exclusive placement agent for the offerings.
The securities described above (excluding the warrants and the shares of common stock underlying the warrants) are being offered pursuant to a
shelf registration statement on Form S-3 (File No. 333-280647), which was declared effective by the United States Securities and Exchange Commission (“SEC”) on July 9, 2024. The registered direct offering is being made only by means of a
prospectus, including a prospectus supplement, which is part of the effective registration statement, that will be filed with the SEC. Electronic copies of the final prospectus
supplement and accompanying prospectus may be obtained, when available, 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.
The warrants described above are being offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), and Regulation D promulgated thereunder and,
along with the shares of common stock underlying such warrants, have not been registered under the Act, or applicable state securities laws. Accordingly, the warrants and the underlying shares of common stock may not be offered or sold in the
United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Act and such applicable state securities laws.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described therein, nor shall 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.
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. Forward-looking statements in this
press release include, without limitation, statements with respect to the completion of the offerings, the satisfaction of customary closing conditions related to the offerings and the intended use of proceeds from the offerings. 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, uncertainties related to market conditions, the satisfaction of customary closing conditions related to the offerings, 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 as a result of new information, future events or otherwise.
For further information, please contact:
Investor Relations:
ir@nuwellis.com
Media Contact:
CORE PR
media@nuwellis.com
