Form 8-K

8-K — Nuwellis, Inc.

Accession: 0001140361-26-024740

Filed: 2026-06-10

Period: 2026-06-08

CIK: 0001506492

SIC: 3845 (ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ef20075871_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ef20075871_ex99-1.htm)

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8-K

8-K (Primary)

Filename: ef20075871_8k.htm · Sequence: 1

false0001506492NASDAQ00015064922026-06-082026-06-08

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): June 8, 2026

Nuwellis, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-35312

No. 68-0533453

(State or Other Jurisdiction of

Incorporation or Organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

12988 Valley View Road,

Eden Prairie, MN

(Address of Principal Executive Offices)

55344

(Zip Code)

(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:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which

registered

Common Stock, par value $0.0001 per share

NUWE

Nasdaq Capital Market

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 7.01

Regulation FD.

On June 8, 2026, Nuwellis, Inc. (the “Company”) issued a press release announcing the

closing of its registered public offering (the “Transaction”) and receipt of gross proceeds of approximately $6,000,000, prior to deducting placement agent fees and other offering

expenses. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. As of June 9, 2026, and as a result of the exercise of pre-funded warrants issued in the Transaction, we have 12,750,321 shares of common stock

issued and outstanding.

The information in this Item 7.01 to this Current Report, and in Exhibit 99.1 furnished herewith, shall not be deemed to be “filed” for purposes of

Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed

incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01

Financial Statements and Exhibits

Exhibit

No.

Description

99.1

Press Release, dated June 8, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

Date: June 10, 2026

NUWELLIS, INC.

By:

/s/ John L. Erb

Name:

John L. Erb

Title:

President and Chief Executive Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ef20075871_ex99-1.htm · Sequence: 2

Exhibit 99.1

FOR IMMEDIATE RELEASE

June 8, 2026

Nuwellis Announces Closing of $6.0 Million Registered Public Offering

MINNEAPOLIS – June 8, 2026 – Nuwellis,

Inc. (Nasdaq: NUWE), a medical technology company committed to delivering solutions for patients with cardiorenal conditions, today announces the closing of a public offering of 1,903,338 shares of its common stock ("Common Stock"), pre-funded

warrants to purchase 18,096,662 shares of Common Stock, in each case with accompanying Series C Warrants to purchase up to 60,000,000 shares of Common Stock and Series D Warrants to purchase up to 20,000,000 shares of Common Stock with gross

proceeds of approximately $6.0 million.

The public offering price per share of Common Stock and accompanying warrants is $0.30 per share and accompanying warrants, and the public offering price per

pre-funded warrant and accompanying warrants is $0.2999 per pre-funded warrant and accompanying warrants.

Each pre-funded warrant has an exercise price of $0.0001 per pre-funded warrant, and is immediately exercisable until such pre-funded warrant is exercised in

full. Each of the Series C Warrants and Series D Warrants has an exercise price of $0.30, and will be exercisable for a period of five years following the receipt of stockholder approval, as required by the applicable rules and regulations of

Nasdaq and the effective date of a reverse stock split. The Series C Warrants contain a one-time reset of the exercise price in the event that the Company implements a reverse stock split to the greater of: (i) 20% of the combined public offering

price per share of Common Stock and accompanying warrants in this offering and (ii) 90% of the lowest daily volume weighted average price for the five trading days immediately following the date of the implementation of a reverse stock split. The

Series D Warrants include a zero cash exercise option allowing holders of a Series D Warrant the right to receive, without payment of any additional cash to the Company, an aggregate number of shares equal to the number of shares of Common Stock

that would be issuable upon a cash exercise of such Series D Warrant.

Ladenburg Thalmann & Co. Inc. acted as sole book-running manager in connection with the offering.

The securities described above are being offered pursuant to a registration statement on Form S-1 (File No. 333-296198), that was declared effective by the U.S.

Securities and Exchange Commission ("SEC"), on June 4, 2026, and a registration statement on Form S-1 (File No. 333-296518) filed with the SEC on June 5, 2025 pursuant to Rule 462(b) of the Securities Act of 1933, as amended. Electronic copies of

the final prospectus supplement may be obtained 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.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will 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. The offering is being made solely by means of a prospectus. A final

prospectus relating to this offering was filed by Nuwellis with the SEC.

About Nuwellis

Nuwellis, Inc. (Nasdaq: NUWE) is a medical technology company

committed to delivering solutions for patients with cardiorenal conditions. The Company develops solutions designed to support patient care through monitoring, therapy, and data-informed clinical decision-making across acute and chronic care

settings. Nuwellis’ portfolio includes commercially available and development-stage technologies addressing complex cardiorenal conditions, with a focus on safety, precision, and scalability across patient populations. For more information, visit

www.nuwellis.com.

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, including without limitation, statements regarding the receipt of stockholder approval to permit the exercise of the Series C Warrants and Series D Warrants, the satisfaction of customary closing conditions related to the

Offering, the amount and expected use of the net proceeds from the Offering and the new market opportunities and anticipated growth in 2026 and beyond. 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, 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 due to new information, future events or otherwise.

For further information, please contact:

Investor Relations:

ir@nuwellis.com

Media Contact:

CORE PR

media@nuwellis.com

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