Welcome to our dedicated page for Nuwellis SEC filings (Ticker: NUWE), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Nuwellis, Inc. filings document a Nasdaq-listed medical technology issuer focused on cardiorenal care and ultrafiltration therapy. Form 8-K reports cover operating results, material events, clinical or regulatory disclosures, board appointments and resignations, and resolved litigation matters, while proxy materials describe director elections, auditor ratification, board committee governance, executive compensation, and stockholder voting matters.
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.
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. held a special stockholder meeting via live webcast on July 24, 2026. Stockholders representing 1,490,999 shares, or 46.20% of common shares outstanding as of the record date, were present in person or by proxy.
Stockholders voted on issuing common shares upon exercise of warrants from a June 8, 2026 financing and related repriced warrants, on authorizing a discretionary reverse stock split at a ratio between 1-for-5 and 1-for-70 to support continued Nasdaq listing requirements, and on allowing potential adjournments to solicit additional proxies. Proposal 1 received 477,084 votes for and 216,196 against; Proposal 2 received 1,172,689 for and 310,588 against; Proposal 3 received 1,235,430 for and 255,223 against.
Nuwellis, Inc. is asking stockholders to approve the issuance of up to 2,396,709 shares of common stock upon the exercise of outstanding and repriced warrants. These warrants were part of a June 8, 2026 financing that raised approximately $6.0 million and included pre-funded, Series C, Series D and placement agent warrants at a $10.50 exercise price.
Stockholders are also being asked to authorize the board to implement, at its discretion within 12 months, a reverse stock split between 1-for-5 and 1-for-70 to help maintain compliance with Nasdaq listing requirements. As of June 5, 2026, Nuwellis had 92,201 common shares outstanding, with significant additional shares issuable from preferred stock, equity plans and 2,424,813 warrant-linked shares. A third proposal would allow adjournment of the special meeting to solicit more proxies if needed.
Nuwellis, Inc. director and officer Michael Kendrick McCormick filed an initial Form 3 as President and CEO. This filing establishes his status as a reporting person for the company but lists no buy, sell, or other reportable transactions or holdings at this time.
Nuwellis, Inc. is asking stockholders at a virtual Special Meeting on July 24, 2026 to approve three proposals: (1) permit issuance of up to 2,396,709 shares upon exercise of warrants issued or repriced in the June 2026 financing, (2) authorize a board‑discretion reverse split at a ratio between 1‑for‑5 and 1‑for‑70, and (3) allow adjournment to solicit additional proxies. The June financing closed on June 8, 2026 and generated approximately $6.0 million in gross proceeds. Shares outstanding were 92,201 as of June 5, 2026 (adjusted for a 1‑for‑35 reverse split effective June 25, 2026). Approval of Proposal 1 would permit warrant exercises that could dilute existing holders; approval of Proposal 2 would give the Board flexibility to implement a reverse split within the stated ratio range and within twelve months of approval.
Nuwellis, Inc. is implementing a 1-for-35 reverse stock split of its common stock. The company filed a Certificate of Amendment in Delaware to effect this change, following prior stockholder approval for a reverse split within a specified range.
The reverse split becomes effective at 5:00 p.m. Eastern Time on June 25, 2026, and NUWE shares will trade on a split-adjusted basis on the Nasdaq Capital Market starting June 26, 2026. Each block of 35 existing shares will convert into 1 share, while the par value remains unchanged.
Outstanding preferred stock, stock options, restricted stock units, warrants, and shares reserved under equity incentive plans will be adjusted proportionately. Fractional shares will be rounded down to the nearest whole share, with cash paid for the fractional remainder based on the Nasdaq closing price before effectiveness.
Nuwellis, Inc. announced a leadership change, with John L. Erb resigning as Chief Executive Officer effective June 30, 2026, while continuing as Chairman of the Board. The company states his resignation is not due to any dispute or disagreement over operations, policies, or practices.
Effective the same date, the board appointed Michael McCormick, age 65, as Chief Executive Officer, President, and director. He has consulted for Nuwellis since 2025 and previously served on its board. Under a new Employment Agreement, McCormick will receive a base salary of $431,100 and be eligible for annual incentive compensation targeted at 65% of base salary, plus a one-time equity grant to be determined.
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.
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.