IPO - Nuwellis, Inc.

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Form Type: 424B4

Filing Date: 2025-06-10

Corporate Action: Ipo

Type: New

Accession Number: 000114036125021995

Filing Summary: Nuwellis, Inc. is conducting an initial public offering (IPO) involving the sale of 406,755 shares of common stock at a public offering price of $0.30 per share. The offering also includes pre-funded warrants to purchase up to 14,085,998 shares and Series A and B warrants enabling the purchase of up to 43,478,259 and 14,492,753 shares, respectively. The exercise prices for these warrants are $0.30 with specific conditions for exercising. This offering is crucial to raise working capital and to possibly acquire assets from Arch Therapeutics, which is currently in bankruptcy proceedings. The company anticipates net proceeds of approximately $3.4 million, or $4.0 million if underwriters exercise options for additional shares. This measure is part of their strategy to solidify operations and address financial challenges as they are classified under the smaller reporting company category. The firm plans to hold stockholder meetings to obtain necessary approvals for warrant exercises, which are contingent on stockholder approval and regulatory compliance. The last market price of their common stock prior to this offering was $0.4031. Nuwellis aims to leverage this funding for its medical technology designed to assist patients with fluid overload issues, particularly through its Aquadex SmartFlow system. The company emphasizes the risks involved in this investment due to its current operational and market challenges and reliance on this IPO for future stability.

Additional details:

Shares Offered: 406755


Public Offering Price: 0.3


Pre Funded Warrants: 14085998


Series A Warrants: 43478259


Series B Warrants: 14492753


Exercise Price Series A: 0.3


Exercise Price Series B: 0


Net Proceeds Estimation: 3400000


Option Additional Shares Available: 2173912


Lock Up Restrictions: Subjects directors, officers, and certain stockholders to specific restrictions


Form Type: CORRESP

Filing Date: 2025-06-05

Corporate Action: Ipo

Type: New

Accession Number: 000114036125021628

Filing Summary: Nuwellis, Inc. has requested the acceleration of its Registration Statement on Form S-1 (File No. 333-287663) to be declared effective on June 6, 2025, at 5:00 PM Eastern Time, or as soon as practicable thereafter. The company has authorized its legal counsel, Phillip D. Torrence and Jessica M. Herron from Honigman LLP, to make this request to the SEC on its behalf. The filing includes contact details for confirming the effectiveness of the Registration Statement with legal representatives from Honigman LLP.

Additional details:

Request Date: 2025-06-06


Requested Time: 5:00 P.M. Eastern Time


File No: 333-287663


Counsel Name 1: Phillip D. Torrence


Counsel Name 2: Jessica M. Herron


Counsel Firm 1: Honigman LLP


Counsel Firm 2: Ellenoff Grossman & Schole LLP


Form Type: S-1/A

Filing Date: 2025-06-03

Corporate Action: Ipo

Type: Update

Accession Number: 000114036125021187

Filing Summary: Nuwellis, Inc. has filed an amendment to its registration statement for an initial public offering (IPO). The details include an increase in the number of shares being offered and adjustments to the pricing information. The company aims to raise capital to fund its operational and developmental activities. The amendments reflect updates in the use of proceeds and other financial metrics. This filing is part of the company's continued efforts to go public and trade on a national exchange. Relevant discussions surrounding investor interests and market timing are also outlined.

Additional details:

Share Increment: 1000000


Offering Price Range: $15-$18


Use Of Proceeds: working capital, development, and marketing


Underwriters: Goldman Sachs, Morgan Stanley


Form Type: S-1

Filing Date: 2025-05-30

Corporate Action: Ipo

Type: New

Accession Number: 000114036125020878

Filing Summary: Nuwellis, Inc. is conducting an initial public offering (IPO) with the registration of 5,387,931 shares of common stock and pre-funded warrants to purchase shares of common stock. The IPO price is set at $0.928 per share, which is the closing price on Nasdaq on May 23, 2025. The company is also offering Series A Warrants to purchase up to 10,775,862 shares and Series B Warrants to purchase up to 5,387,931 shares, both valid for five years from stockholder approval. The offering includes provisions for pre-funded warrants for investors whose ownership post-offering would exceed 4.99% or 9.99% of the company’s stock. The prospectus outlines that the company may utilize the funds raised for working capital and potential acquisition activity. A 45-day option has been granted to underwriters to purchase additional shares, and the offering will include representative warrants to underwriters as part of their compensation. This registration is filed with the SEC under the Securities Act of 1933, indicating significant developments in the company's capital-raising efforts and its strategy for future growth.

Additional details:

Approximate Start Date Of Sale: As soon as practicable after the effective date


Total Shares Offered: 5,387,931


Public Offering Price: 0.928


Proceeds Estimate: 4.2 million


Shareholder Approval Needed: Yes


Exercise Price Series A: not specified


Exercise Price Series B: zero cash exercise option available


Use Of Proceeds: Working capital and general corporate purposes, including possible acquisition activity


Form Type: DRS

Filing Date: 2025-04-11

Corporate Action: Ipo

Type: New

Accession Number: 000114036125013532

Filing Summary: Nuwellis, Inc. filed a draft registration statement for an initial public offering (IPO) under Form S-1 with the Securities and Exchange Commission on April 11, 2025. The company, based in Eden Prairie, Minnesota, specializes in medical devices for ultrafiltration therapy, primarily the Aquadex SmartFlow system, which targets patients with fluid overload. The registration indicates the intention to sell shares of common stock and common warrants, with pre-funded warrants available to certain purchasers. The prospectus outlines the proposed offering details, including share prices, exercise prices for warrants, and the inability to list the pre-funded warrants or common warrants on any securities exchange. As a smaller reporting company, Nuwellis will benefit from reduced disclosure requirements, which may influence the attractiveness of its common stock in the market and its trading volume. The company anticipates using the proceeds from the offering for working capital and general corporate purposes. It highlights that an investment in its securities involves substantial risk, particularly as it relies heavily on a single product for revenue.

Additional details:

Company Name: Nuwellis, Inc.


State Of Incorporation: Delaware


Principal Executive Offices: 12988 Valley View Road, Eden Prairie, Minnesota 55344


Contact Number: (952) 345-4200


Underwriter Name: Ladenburg Thalmann


Ticker Symbol: NUWE


Last Reported Sale Price: 0.9305


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