Nuwellis (NUWE) Announces 10.2M Share and Warrant Offering

Nuwellis (NASDAQ: NUWE) has filed the following:

We are offering on a reasonable best efforts basis up to 10,204,081 shares of common stock, par value $0.0001 per share (“common stock”), together with up to 10,204,081 common stock purchase warrants to purchase up to 10,204,081 shares of common stock (the “common warrants”), at an assumed combined public offering price of $0.49 per share and common warrant, which is the closing price of our common stock on the Nasdaq Capital Market on March 8, 2024. Each share of our common stock is being sold together with one common warrant to purchase one share of common stock. The common warrants will have an exercise price equal to 100% of the public offering price per share and accompanying common warrant, will be exercisable upon issuance and will expire five years from the date of issuance. This prospectus also relates to the offering of the shares of common stock issuable from time to time upon exercise of the common warrants.
We are also offering to certain purchasers, if any, whose purchase of common stock in this offering would otherwise result in such purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding common stock immediately following the consummation of this offering, the opportunity to purchase pre-funded warrants, each to purchase one share of common stock at an exercise price of $0.0001 (the “pre-funded warrants”). Each pre-funded will be exercisable upon issuance and will expire when exercised in full. Each pre-funded warrant is being sold together with one common warrant to purchase one share of common stock. The public offering price for each pre-funded warrant and accompanying common warrant is equal to the price per share of common stock and accompanying common warrant being sold to the public in this offering, minus $0.0001. This offering also relates to the shares of common stock issuable upon the exercise of the pre-funded warrants.
For each pre-funded warrant we sell, the number of shares of common stock we sell in this offering will be decreased on a one-for-one basis. The shares of common stock and/or pre-funded warrants and the common warrants can only be purchased together in this offering but will be issued separately and will be immediately separable upon issuance.
This offering will terminate on April 30, 2024 unless we decide to terminate the offering (which we may do at any time in our discretion) prior to that date. We will have one closing for all the securities purchased in this offering. The combined public offering price per share (or pre-funded warrant) and accompanying common warrant will be fixed for the duration of this offering.

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