Nuwellis, Inc. (NASDAQ: NUWE) has closed a registered public offering of common stock and pre-funded warrants, generating gross proceeds of approximately $6.0 million. The offering included 1,903,338 shares of common stock and pre-funded warrants to purchase 18,096,662 shares of common stock. Each share and pre-funded warrant was accompanied by 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.

The public offering price per share of common stock and accompanying warrants was $0.30. The public offering price per pre-funded warrant and accompanying warrants was $0.2999. Each pre-funded warrant has an exercise price of $0.0001 and is immediately exercisable until fully exercised. The Series C and Series D Warrants have an exercise price of $0.30 and are exercisable for five years following stockholder approval and the effective date of a reverse stock split.

Offering Details

The Series C Warrants include a one-time reset of the exercise price if the company implements a reverse stock split. The reset price will be the greater of 20% of the combined public offering price or 90% of the lowest daily volume weighted average price for the five trading days following the reverse stock split. The Series D Warrants include a zero cash exercise option, allowing holders to receive shares without additional payment.

Ladenburg Thalmann & Co. Inc. acted as the sole book-running manager for the offering. The securities were offered pursuant to a registration statement on Form S-1 (File No. 333-296198), 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 on June 5, 2025.

Nuwellis, Inc. is a medical technology company focused on delivering solutions for patients with cardiorenal conditions. The company develops technologies for monitoring, therapy, and clinical decision-making in acute and chronic care settings.