Nuwellis reports Orca Capital 4.9% stake

Orca Capital reports a 4.9% beneficial stake in Nuwellis, Inc., with additional warrant shares blocked above a 4.99% ownership cap.

Available on EDGAR 09/18/2026 - 05:00 PM EDT Accepted by SEC EDGAR 09/18/2026 - 05:00 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Nuwellis, Inc. (NUWE) reports that Orca Capital has filed Amendment No. 1 to a Schedule 13G stating beneficial ownership of 180,913 shares of common stock, representing 4.9% of the class based on 3,647,264 shares outstanding as of August 7, 2026.

Orca Capital has sole voting and dispositive power over these 180,913 shares and no shared power. The ownership calculation excludes 216,052 shares issuable upon exercise of common warrants, which are subject to a 4.99% Beneficial Ownership Limitation (the “4.99% Blocker”) that restricts warrant exercises above that level.

Key Figures

Beneficially owned shares: 180,913 shares Percent of class owned: 4.9% Shares outstanding: 3,647,264 shares +4 more

7 metrics

Beneficially owned shares 180,913 shares Common stock of Nuwellis, Inc. beneficially owned by Orca Capital

Percent of class owned 4.9% Orca Capital’s beneficial ownership percentage of Nuwellis common stock

Shares outstanding 3,647,264 shares Common stock outstanding as of August 7, 2026, used for ownership calculation

Warrant shares excluded 216,052 shares Common stock issuable upon exercise of common warrants excluded due to 4.99% Blocker

Beneficial Ownership Limitation 4.99% Maximum ownership allowed after warrant exercise under the 4.99% Blocker

Sole voting power 180,913 shares Shares of Nuwellis common stock over which Orca Capital has sole voting power

Sole dispositive power 180,913 shares Shares of Nuwellis common stock over which Orca Capital has sole dispositive power

Key Terms

beneficially owned, Sole Voting Power, Sole Dispositive Power, 4.99% Blocker, +2 more

6 terms

beneficially owned financial

"All ownership percentages set forth in this are calculated based upon an aggregate"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Sole Voting Power financial

"Sole Voting Power 180,913.00 6 | Shared Voting Power 0.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

Sole Dispositive Power financial

"Sole Dispositive Power 180,913.00 8 | Shared Dispositive Power 0.00"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

4.99% Blocker financial

"subject to the 4.99% Blocker (defined below). Pursuant to the terms"

Final Prospectus regulatory

"as provided in the Issuer's Final Prospectus filed pursuant to Rule 424(b)(3)"

A final prospectus is the official, completed disclosure document that describes a securities offering, including the business, financial details, risks, how many shares are being sold and how proceeds will be used. Think of it like the full instruction manual and ingredient list for an investment: it gives potential buyers the facts they need to judge value and risk before committing money. Investors rely on it to compare offerings and make informed choices.

Rule 424(b)(3) regulatory

"Final Prospectus filed pursuant to Rule 424(b)(3) with the"

Rule 424(b)(3) is a U.S. Securities and Exchange Commission filing rule that governs how updated prospectus information about a securities offering is formally added to an existing registration statement. For investors, seeing a 424(b)(3) filing means the company has officially recorded new offering details – like the number of shares, pricing range or other terms – so it’s a reliable place to check the latest, legally required disclosures; think of it as the official addendum to a product manual that must be filed before the product is sold.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What percentage of Nuwellis, Inc. (NUWE) does Orca Capital report owning?

Orca Capital reports beneficial ownership of 4.9% of Nuwellis, Inc.’s common stock, based on 3,647,264 shares outstanding as of August 7, 2026, as disclosed in the filing.

How many NUWE shares does Orca Capital beneficially own according to this Schedule 13G/A?

Orca Capital beneficially owns 180,913 shares of Nuwellis, Inc. common stock. It holds sole voting and sole dispositive power over all of these shares, with no shared voting or dispositive power reported.

What share count and date were used to calculate Orca Capital’s 4.9% ownership in NUWE?

The 4.9% ownership is calculated using 3,647,264 shares of common stock outstanding as of August 7, 2026, as provided in Nuwellis’s Final Prospectus filed pursuant to Rule 424(b)(3).

What are the warrant-related limitations on Orca Capital’s NUWE holdings?

There are 216,052 shares of common stock issuable upon exercise of common warrants that are excluded from the ownership calculation due to a 4.99% Blocker, which prevents Orca Capital from exercising warrants to own more than 4.99% of outstanding common stock.

Does Orca Capital share voting or dispositive power over Nuwellis (NUWE) shares?

No. Orca Capital reports sole voting power over 180,913 shares and sole dispositive power over 180,913 shares, with zero shared voting or shared dispositive power in Nuwellis common stock.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

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)

09/17/2026

(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

Orca Capital AG

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

GERMANY

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 180,913.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 180,913.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

180,913.00

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)

4.9 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: All ownership percentages set forth in this Schedule 13G are calculated based upon an aggregate of 3,647,264 shares of common stock outstanding as of August 7, 2026, as provided in the Issuer's Final Prospectus filed pursuant to Rule 424(b)(3) with the Securities and Exchange Commission, dated as of August 26, 2026, and excludes 216,052 shares of common stock issuable upon the exercise of common warrants, subject to the 4.99% Blocker (defined below). Pursuant to the terms of the common warrants, the Reporting Person cannot exercise any of the warrants to the extent the Reporting Person would beneficially own, after any such exercise, more than 4.99% of the Issuer's outstanding common stock (the "4.99% Blocker").

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: Orca Capital AG
(b)	Address or principal business office or, if none, residence: Sperlring 2 85276 Hettenshausen Deutschland
(c)	Citizenship: Germany
(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: 180,913
(b)	Percent of class: 4.9%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 180,913
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 180,913
	(iv) Shared power to dispose or to direct the disposition of: 0
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.
	Not Applicable
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 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.

Orca Capital AG

Signature:	/s/ Thomas Konig
Name/Title:	Thomas Konig/Director
Date:	09/18/2026