Orca Capital (NUWE) discloses 7.0% Nuwellis ownership and warrant blocker

Rhea-AI Filing Summary

Orca Capital reported beneficial ownership of common stock of Nuwellis, Inc.. Orca Capital beneficially owns 223,050 shares of Nuwellis common stock, representing 7.0% of the outstanding class. This ownership is based on 3,175,134 shares outstanding immediately after completion of Nuwellis’s registered offering described in its Rule 424(b)(5) final prospectus filed on August 3, 2026.

Orca Capital has sole voting and sole dispositive power over all 223,050 shares, with no shared power. The disclosure notes an additional 260,907 shares issuable upon exercise of common warrants that are excluded from the ownership calculation because of a 4.99% Beneficial Ownership Limitation that restricts exercising warrants if it would raise Orca Capital’s beneficial ownership above 4.99%.

Key Figures

Beneficially owned shares: 223,050 shares Ownership percentage: 7.0% Shares outstanding baseline: 3,175,134 shares +3 more

6 metrics

Beneficially owned shares 223,050 shares Common stock of Nuwellis, Inc. beneficially owned by Orca Capital

Ownership percentage 7.0% Percent of Nuwellis common stock class beneficially owned by Orca Capital

Shares outstanding baseline 3,175,134 shares Nuwellis common stock outstanding after completion of registered offering

Shares issuable on warrants 260,907 shares Common stock issuable upon exercise of common warrants, subject to 4.99% blocker

Beneficial ownership limitation 4.99% Blocker threshold limiting warrant exercises that would exceed this level

Filing signature date 08/07/2026 Date signed by Thomas Konig as Director for Orca Capital

Key Terms

beneficially owned, 4.99% Blocker, sole dispositive power, sole voting power, +1 more

5 terms

beneficially owned financial

"Amount beneficially owned: 223,050"

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.

4.99% Blocker regulatory

"subject to the 4.99% Blocker (defined below)"

sole dispositive power financial

"Sole Dispositive Power 223,050.00"

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.

sole voting power financial

"Sole Voting Power 223,050.00"

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.

common warrants financial

"shares of common stock issuable upon the exercise of common warrants"

A common warrant is a tradable instrument that gives its holder the right to buy a company’s common shares at a fixed price within a set time period, similar to a coupon that can be redeemed later to purchase stock. Investors care because exercising warrants can boost potential gains if the stock rises, but it can also dilute existing shareholders by increasing the number of shares outstanding, which can lower per-share value.

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

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Available on EDGAR 08/07/2026 - 05:00 PM Accepted by SEC EDGAR 08/07/2026 - 05:00 PM Learn about SEC filing dates

FAQ

How many Nuwellis (NUWE) shares does Orca Capital beneficially own?

Orca Capital beneficially owns 223,050 shares of Nuwellis common stock. This represents a disclosed 7.0% ownership stake, with Orca holding sole voting and sole dispositive power over all of these shares.

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

Orca Capital reports owning 7.0% of Nuwellis’s common stock. This percentage is calculated based on 3,175,134 shares outstanding immediately after Nuwellis completed a registered offering described in a Rule 424(b)(5) prospectus.

What is the Nuwellis (NUWE) share count used for Orca Capital’s 13G calculation?

The ownership calculation uses 3,175,134 shares of Nuwellis common stock outstanding. This figure reflects shares outstanding immediately after completion of Nuwellis’s registered offering detailed in its August 3, 2026 Rule 424(b)(5) final prospectus.

How much voting and dispositive power does Orca Capital have in Nuwellis (NUWE)?

Orca Capital has sole voting power over 223,050 shares and sole dispositive power over 223,050 shares. It reports no shared voting or shared dispositive power over Nuwellis common stock.

What are the Nuwellis (NUWE) warrants referenced in Orca Capital’s 13G filing?

The filing references 260,907 shares issuable upon exercise of Nuwellis common warrants. These are excluded from Orca Capital’s ownership percentage because of a 4.99% Beneficial Ownership Limitation that restricts warrant exercises above that level.

What is the 4.99% blocker mentioned in the Nuwellis (NUWE) 13G for Orca Capital?

The 4.99% Blocker limits Orca Capital’s ability to exercise Nuwellis common warrants. Orca cannot exercise warrants if, after exercise, it would beneficially own more than 4.99% of Nuwellis’s outstanding common stock.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Nuwellis, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

67113Y801

(CUSIP Number)

07/31/2026

(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 223,050.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 223,050.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

223,050.00

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)

7.0 %

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 3,175,134 shares of common stock outstanding immediately after giving effect to the completion of the Issuer's registered offering as provided in the Issuer's Final Prospectus filed pursuant to Rule 424(b)(5) with the Securities and Exchange Commission on August 3, 2026, and excludes 260,907 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 Number(s): 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: 223,050
(b)	Percent of class: 7.0 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 223,050
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 223,050
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
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:	08/07/2026