Nuwellis (NUWE) Prices Upsized $9.6M Offering at $0.25/sh

Nuwellis, Inc. (Nasdaq: NUWE) today announced the pricing of an underwritten public offering of units for gross proceeds of approximately $9.6 million prior to deducting underwriting discounts and commissions and offering expenses payable by Nuwellis.

The offering is comprised of (1) 15,235,196 Class A Units, priced at a public offering price of $0.25 per Class A Unit, with each Class A Unit consisting of one share of common stock and 1.5 warrants to purchase one share of common stock at an exercise price of $0.25 per share, and (2) 23,157,124 Class B Units, priced at a public offering price of $0.25 per Class B Unit, with each Class B Unit consisting of one share of Series I convertible preferred stock, convertible into one share of common stock, and 1.5 warrants to purchase one share of common stock with an exercise price of $0.25 per share. The warrants will be exercisable beginning on the effective date of a reverse stock split in an amount sufficient to permit the exercise in full of the warrants, contingent upon stockholder approval of such reverse stock split and of the exercisability of the warrants under Nasdaq rules and will expire on the sixth anniversary of the initial exercise date. The stockholder meetings will be held on or before December 9, 2022.

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

The conversion price of the preferred stock issued in the transaction is fixed and does not contain any variable pricing feature or any price-based anti-dilutive feature. The preferred stock issued in this transaction includes a beneficial ownership blocker but has no dividend rights (except to the extent that dividends are also paid on the common stock) or liquidation preference, and, subject to limited exceptions, has no voting rights.

The securities comprising the units are immediately separable and will be issued separately. The closing of the offering is expected to take place on or about October 18, 2022, subject to the satisfaction of customary closing conditions.

A total of 15,235,196 shares of common stock, 23,157,124 shares of Series I convertible preferred stock, and warrants to purchase up to 57,588,480 shares of common stock will be issued in the offering. In addition, the Company has granted the underwriters a 45-day option to purchase up to 5,758,848 additional shares of common stock and additional warrants to purchase up to 8,638,272 shares of common stock, solely to cover over-allotments, if any, at the public offering price per share and per warrant, less the underwriting discounts and commissions.

The securities were offered pursuant to a registration statement on Form S-1, as amended (File No. 333-267368), which was declared effective by the United States Securities and Exchange Commission (“SEC”) on October 13, 2022 and an additional registration statement on Form S-1 filed pursuant to Rule 462(b), which was filed on October 13, 2022 and became effective upon filing.

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 will be filed by Nuwellis with the SEC. When available, copies of the final prospectus can be obtained at the SEC’s website at www.sec.gov or from Ladenburg Thalmann & Co. Inc., Prospectus Department, 640 Fifth Avenue, 4th Floor, New York, New York 10019 or by email at [email protected].

You May Also Be Interested In

• Veea Inc. announces 1-for-20 reverse stock split effective Aug. 28
• BranchOut Food launches public stock offering on Nasdaq
• Globus Medical acquires AI health firm Higgs Boson Health