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Armistice Capital, LLC and Steven Boyd report amended ownership of Nuwellis, Inc. common stock. They beneficially own 73,367 shares, representing 4.99% of the outstanding common stock. All voting and dispositive power over these shares is shared, with no sole voting or dispositive power reported.
The shares are held directly by Armistice Capital Master Fund Ltd., for which Armistice Capital acts as investment manager under an Investment Management Agreement. Steven Boyd, as managing member of Armistice Capital, may also be deemed to beneficially own these securities.
Key Figures
Shares beneficially owned:73,367 sharesPercent of class:4.99%Shared voting power:73,367 shares+1 more
4 metrics
Shares beneficially owned73,367 sharesCommon stock of Nuwellis, Inc. reported by Armistice Capital and Steven Boyd
Percent of class4.99%Percentage of Nuwellis common stock beneficially owned
Shared voting power73,367 sharesShares over which the reporting persons share voting power
Shared dispositive power73,367 sharesShares over which the reporting persons share dispositive power
"may be deemed to beneficially own the securities of the Issuer"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
Investment Management Agreementfinancial
"pursuant to an Investment Management Agreement, Armistice Capital exercises voting"
An investment management agreement is a written contract that hires a professional to make buying, selling and strategy decisions for an investment account or fund, and sets out their duties, fees, risk limits, performance measures and reporting requirements. It matters to investors because the agreement determines who controls the money, how much the service costs, what risks are allowed, and how success or failure is measured—think of it as the service contract that defines expectations and remedies for a hired portfolio manager.
dispositive powerfinancial
"Shared Dispositive Power 73,367.00"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
Cayman Islands exempted companyfinancial
"The Master Fund, a Cayman Islands exempted company that is an investment advisory client"
A Cayman Islands exempted company is a legal entity incorporated under Cayman Islands law that is set up to do business mainly outside the islands; it offers flexible rules, limited local reporting and tax neutrality. For investors, it matters because the company’s legal protections, shareholder rights, disclosure requirements and tax treatment follow Cayman law rather than the investor’s home jurisdiction, which can affect governance, transparency and how easy it is to enforce claims—think of it like a car registered in another state for legal and tax reasons.
joint filing statementregulatory
"JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k)"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What percentage of Nuwellis (NUWE) shares does Armistice Capital report owning?
Armistice Capital and Steven Boyd report beneficial ownership of 4.99% of Nuwellis, Inc. common stock. This stake corresponds to 73,367 shares with shared voting and dispositive power over all reported shares.
How many Nuwellis (NUWE) shares does Armistice Capital beneficially own?
Armistice Capital and Steven Boyd beneficially own 73,367 shares of Nuwellis common stock. All of these shares are subject to shared voting and shared dispositive power, with no sole authority reported by either party.
Who directly holds the reported Nuwellis (NUWE) shares for Armistice Capital?
The Armistice Capital Master Fund Ltd. directly holds the Nuwellis shares. Armistice Capital, as investment manager under an Investment Management Agreement, exercises voting and investment power and may be deemed to beneficially own these securities.
What role does Steven Boyd have in relation to Nuwellis (NUWE) share ownership?
Steven Boyd is the managing member of Armistice Capital and may be deemed to beneficially own the Nuwellis shares held by the Master Fund. He shares voting and dispositive power over 73,367 shares, equaling 4.99% of the class.
Does Armistice Capital have sole or shared voting power over Nuwellis (NUWE) shares?
Armistice Capital and Steven Boyd report 0 shares with sole voting power and 73,367 shares with shared voting power. They also report no sole dispositive power and shared dispositive power over the same share amount.
Who is entitled to dividends and sale proceeds for the Nuwellis (NUWE) shares?
The Armistice Capital Master Fund Ltd., a Cayman Islands exempted company and client of Armistice Capital, has the right to receive dividends and sale proceeds from the reported Nuwellis securities.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Nuwellis, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
67113Y801
(CUSIP Number)
06/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
67113Y801
1
Names of Reporting Persons
Armistice Capital, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
73,367.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
73,367.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
73,367.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.99 %
12
Type of Reporting Person (See Instructions)
IA, OO
SCHEDULE 13G
CUSIP Number(s):
67113Y801
1
Names of Reporting Persons
Steven Boyd
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
73,367.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
73,367.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
73,367.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.99 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Nuwellis, Inc.
(b)
Address of issuer's principal executive offices:
12988 Valley View Road, Eden Prairie, MN 55344
Item 2.
(a)
Name of person filing:
Armistice Capital, LLC
Steven Boyd
Collectively, the "Reporting Persons"
(b)
Address or principal business office or, if none, residence:
Armistice Capital, LLC
510 Madison Avenue, 7th Floor
New York, New York 10022
United States of America
Steven Boyd
c/o Armistice Capital, LLC
510 Madison Avenue, 7th Floor
New York, New York 10022
United States of America
(c)
Citizenship:
Armistice Capital, LLC - Delaware; Steven Boyd - United States of America
(d)
Title of class of securities:
Common Stock, par value $0.0001 per share
(e)
CUSIP No.:
67113Y801
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
73,367
(b)
Percent of class:
4.99%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
73,367
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
73,367
Armistice Capital, LLC ("Armistice Capital") is the investment manager of Armistice Capital Master Fund Ltd. (the "Master Fund"), the direct holder of the Shares, and pursuant to an Investment Management Agreement, Armistice Capital exercises voting and investment power over the securities of the Issuer held by the Master Fund and thus may be deemed to beneficially own the securities of the Issuer held by the Master Fund. Mr. Boyd, as the managing member of Armistice Capital, may be deemed to beneficially own the securities of the Issuer held by the Master Fund. The Master Fund specifically disclaims beneficial ownership of the securities of the Issuer directly held by it by virtue of its inability to vote or dispose of such securities as a result of its Investment Management Agreement with Armistice Capital.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The Master Fund, a Cayman Islands exempted company that is an investment advisory client of Armistice Capital, has the right to receive dividends from, or the proceeds from the sale of, the reported securities.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Armistice Capital, LLC
Signature:
/s/ Steven Boyd
Name/Title:
Steven Boyd - Managing Member
Date:
08/14/2026
Steven Boyd
Signature:
/s/ Steven Boyd
Name/Title:
Steven Boyd
Date:
08/14/2026
Exhibit Information
JOINT FILING STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
Dated: August 14, 2026
Armistice Capital, LLC
By: /s/ Steven Boyd
Steven Boyd - Managing Member
Steven Boyd
By: /s/ Steven Boyd
