Nuwellis prices $3.4 million registered direct offering at $2.59 a share

Nuwellis, Inc. (Nasdaq: NUWE) announced on July 31, 2026, that it had entered into a definitive securities purchase agreement with certain institutional investors for a registered direct offering of 1,310,890 shares of its common stock at $2.59 per share. The company said the offering was priced at-the-market under Nasdaq rules. The company also received $3.1 million from the exercise of previously issued warrants from its June 2026 public offering. The closing of the registered direct offering and the concurrent private placement was expected on or about August 3, 2026, subject to customary closing conditions. The company filed the release with a Form 8-K on August 3, 2026.

The terms

In a concurrent private placement, the company will issue to the same investors warrants to purchase up to 1,310,890 shares of common stock. The warrants have an exercise price of $2.59 per share. They become exercisable immediately after issuance and have a term of five years from the date the registration statement becomes effective for the purposes of registering the underlying shares. The warrants are offered under Section 4(a)(2) of the Securities Act of 1933 and Regulation D, and neither the warrants nor the underlying shares have been registered under the Act.

The shares in the registered direct offering are being sold under a shelf registration statement on Form S-3, File No. 333-280647, which the Securities and Exchange Commission declared effective on July 9, 2024. The release says the offering is being made only by means of a prospectus supplement and the accompanying prospectus. Copies of the final prospectus supplement may be requested from Ladenburg Thalmann & Co. Inc., Prospectus Department, 640 Fifth Avenue, 4th Floor, New York, New York 10019, or by email at prospectus@ladenburg.com.

Who is involved

Ladenburg Thalmann & Co. Inc. is acting as exclusive placement agent for both the registered direct offering and the concurrent private placement. The release names no underwriter, and it names no legal counsel to the company or to the agent. The investors are described only as certain institutional investors, and the release does not name them.

The June 2026 public offering that produced the warrants was a separate transaction. The company's release says the warrants from that offering were exercised for $3.1 million of proceeds, and the release does not describe the June offering in more detail.

Financial position

The company's annual figures, from its 10-K filed 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 release does not give a cash balance for the period after the new financing.

What comes next

The financing is dilutive by design. The investors receive a warrant for every share they buy, 1,310,890 warrants at the same $2.59 price, exercisable immediately, which would add as many shares again if exercised. The release gives no cash balance after the deal and no statement of how the proceeds will be used. The 10-K shows a net loss of $17.5 million for 2025 and cash used in operations of $10.8 million, on revenue of $8.3 million. This raise follows the June 2026 public offering, whose warrants were exercised for $3.1 million. Closing was expected on or about August 3, 2026, subject to customary conditions, and the warrants are unregistered.

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