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Nuwellis to effect one-for-thirty-five reverse stock split on June 25

Tickers NUWE

The split takes effect at 5:00 p.m. Eastern Time on June 25, 2026, and NUWE shares trade split-adjusted from June 26.

Key facts

Company
Nuwellis, Inc. (NASDAQ: NUWE)
News type
Listings
Primary source
Nuwellis, Inc. 8-K (2026-06-24)
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Nuwellis, Inc. (Nasdaq: NUWE) will carry out a one-for-thirty-five reverse stock split of its common stock, according to a Form 8-K the company filed on June 24, 2026. The filing is dated June 23, 2026, and it was signed by John L. Erb, who signed as President and Chief Executive Officer. The split becomes effective at 5:00 p.m. Eastern Time on June 25, 2026. The common stock will begin trading on a split-adjusted basis when the market opens on June 26, 2026.

The terms

When the split becomes effective, every 35 shares of the company's issued and outstanding common stock, including shares held in treasury, will automatically convert into one share of common stock. The par value per share will not change. The filing says there will also be a proportionate adjustment to the exercise price and number of shares for outstanding stock options, restricted stock units and warrants, to the number of shares issuable on conversion of the outstanding preferred stock, and to the number of shares reserved under the company's equity incentive compensation plans.

Fractions will be rounded down to the next whole share. Each stockholder who would otherwise hold a fraction will receive cash equal to the market value of that fraction. The market value is based on the closing sales price of the common stock on Nasdaq on the last trading day before the split becomes effective. The common stock will continue to trade on the Nasdaq Capital Market under the symbol NUWE. The new CUSIP number will be 67113Y801. Equiniti Trust Company, LLC, the company's transfer agent, will act as the exchange agent.

How the board reached the ratio

The split follows a special meeting of stockholders held on August 4, 2025. At that meeting, stockholders approved an amendment to the certificate of incorporation that would allow a reverse split at a ratio in the range of one-for-five to one-for-seventy, with the exact ratio to be set by the board of directors. The board approved the one-for-thirty-five ratio on June 16, 2026. On June 23, 2026, the company filed the Certificate of Amendment with the Secretary of State of the State of Delaware. The Certificate of Amendment is attached to the 8-K as Exhibit 3.1.

The filing refers to the company's definitive proxy statement on Schedule 14A, which was filed with the Securities and Exchange Commission and mailed to stockholders on or about July 14, 2025. The relevant parts of that proxy statement are incorporated into the 8-K by reference. The company is a Delaware corporation, with principal executive offices at 12988 Valley View Road, Eden Prairie, MN 55344.

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.

The 8-K does not give a cash balance for the company as of June 2026, and it does not describe the business beyond its name and address.

What comes next

A reverse split changes the share count, not the business. At one-for-thirty-five it is a large one, and the filing says options, warrants and preferred stock are adjusted in proportion. The 8-K does not say why the board chose it or whether a Nasdaq requirement drove it. The financials are weak: a net loss of $17.5 million for 2025 on revenue of $8.3 million, cash used in operations of $10.8 million, and cash and cash equivalents of $5.1 million at the end of 2024. The filing gives no later cash figure. The split takes effect at 5:00 p.m. Eastern Time on June 25, 2026, and trading on a split-adjusted basis begins at the market open on June 26, 2026. The 8-K does not say whether further corporate actions are planned.

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