Nuwellis closes $6.0 million public offering priced at $0.30 a share

Nuwellis, Inc. (Nasdaq: NUWE) announced on June 8, 2026, that it had closed a public offering with gross proceeds of approximately $6.0 million. The company filed the release with a Form 8-K. The offering comprised 1,903,338 shares of common stock and pre-funded warrants to purchase 18,096,662 shares of common stock, in each case with accompanying warrants. The public offering price was $0.30 per share and accompanying warrants. The price per pre-funded warrant and accompanying warrants was $0.2999.

The terms

Each pre-funded warrant has an exercise price of $0.0001 and is exercisable immediately until it is exercised in full. The offering also included 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. Both series have an exercise price of $0.30. They become exercisable for five years after the receipt of stockholder approval, as required by Nasdaq rules, and after the effective date of a reverse stock split.

The Series C Warrants contain a one-time reset of the exercise price if the company implements a reverse stock split. The reset sets the price at the greater of two amounts. The first is 20% of the combined public offering price per share and accompanying warrants in the offering. The second is 90% of the lowest daily volume weighted average price for the five trading days immediately after the reverse split is implemented. The Series D Warrants include a zero cash exercise option, which lets holders receive shares without paying any additional cash to the company.

Who is involved

Ladenburg Thalmann & Co. Inc. acted as sole book-running manager for the offering. The release gives the agent's Prospectus Department address as 640 Fifth Avenue, 4th Floor, New York, New York 10019, and an email address for prospectus requests. The release names no legal counsel to the company or to the underwriter.

The securities were offered under a registration statement on Form S-1, File No. 333-296198, which the Securities and Exchange Commission declared effective on June 4, 2026. A second Form S-1, File No. 333-296518, was filed under Rule 462(b) of the Securities Act of 1933. The release says the offering was made only by means of a prospectus, and that a final prospectus was filed with the SEC.

Recent financial results

The company's annual figures, from its Form 10-K filed on March 11, 2026, show revenue of $8.3 million for the fiscal year ended December 31, 2025, compared with $8.7 million for 2024. Research and development expense was $2.7 million in 2025, compared with $3.2 million in 2024. The net loss was $17.5 million in 2025, compared with $11.2 million in 2024. Cash used in operations was $10.8 million in 2025, compared with $9.6 million in 2024. Cash and cash equivalents were $5.1 million at the end of 2024.

What comes next

This is a heavily dilutive deal. At $0.30 the company sold 1,903,338 shares and pre-funded warrants for 18,096,662 more. The accompanying Series C Warrants cover up to 60,000,000 shares and the Series D Warrants up to 20,000,000, far more than the shares and pre-funded warrants sold. The Series C price can reset after a reverse split, with a floor of 20% of the offering price, and the Series D zero cash exercise option lets holders take shares without paying the company anything more. Both series wait on stockholder approval and a reverse split, for which the release gives no date. The $6.0 million raised compares with a 2025 net loss of $17.5 million and cash used in operations of $10.8 million. The release describes the use of proceeds only in general terms.

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