Transaction Information
Nuwellis, Inc. (Nasdaq: NUWE) announced the closing of an underwritten public offering of units with gross proceeds of approximately $11.04 million, which includes the full exercise of the underwriter's over-allotment option to purchase additional shares and warrants, prior to deducting underwriting discounts and commissions and offering expenses payable by Nuwellis.
The offering was 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. 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 were issued separately.
Ladenburg Thalmann & Co. Inc. acted as sole book-running manager in connection with the offering.
The securities issued at closing included a total of 20,994,044 shares of common stock, 23,157,124 shares of Series I convertible preferred stock, and warrants to purchase up to 66,226,752 shares of common stock, including the full exercise of the over-allotment.
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.
A final prospectus relating to this offering was filed by Nuwellis with the SEC. 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 prospectus@ladenburg.com.
About Nuwellis, Inc.
Nuwellis, Inc. (Nasdaq: NUWE) is a medical device company dedicated to transforming the lives of patients suffering from fluid overload through science, collaboration, and innovation. The Company is focused on developing, manufacturing and commercializing the Aquadex SmartFlow® system for ultrafiltration therapy. Nuwellis is headquartered in Minneapolis, with a wholly-owned subsidiary in Ireland. For more information, please visit www.nuwellis.com.
The information and material presented is provided for informational purposes only and are not to be used or considered as an offer or the solicitation of an offer to sell or buy any securities mentioned herein.