Nuwellis, Inc. (Nasdaq: NUWE) (“Nuwellis” or the “Company”), a
commercial-stage company focused on transforming the lives of
people with fluid overload, today announced the closing of its
previously announced public offering of 150,000 units (the
“Units”), with each Unit consisting of one share of the Company’s
Series J Convertible Redeemable Preferred Stock, par value $0.0001
per share, with a liquidation preference of $25.00 per share (the
“Series J Convertible Preferred Stock”), and one warrant (the
“Warrants”) to purchase one-half of one (0.50) share of Series J
Convertible Preferred Stock.
The purchase price for one Unit was $15.00,
which reflects the issuance of the Series J Convertible Preferred
Stock with an original issue discount. The Series J Convertible
Preferred Stock has a term of three (3) years and is convertible at
the option of the holder at any time into shares of the Company’s
common stock at a conversion price of $1.01.
If any shares of our Series J Convertible Preferred Stock are
outstanding at the end of the three-year term, then the Company
will promptly redeem all of such outstanding shares of Series J
Convertible Preferred Stock on a pro rata basis
among all of the holders of Series J Convertible Preferred Stock
commencing on the third-year anniversary of the closing date of
this offering (the “Mandatory Redemption Date”) in cash, to the
extent legally permissible under Delaware law, or, if redemption
for cash is not legally permissible in duly authorized, validly
issued, fully paid and non-assessable shares of the Company’s
common stock equal in number to the quotient obtained by dividing
such unpaid amount by the closing price of the Company’s common
stock on the Nasdaq on the Mandatory Redemption Date.
Dividends on the Series J Convertible Preferred
Stock will be paid, if and when declared by the Board of Directors,
in-kind (“PIK dividends”) in additional shares of Series J
Convertible Preferred Stock based on the stated value of $25.00 per
share at a dividend rate of 5.0%. The PIK dividends will be paid on
a quarterly basis for three (3) years following the Closing Date to
holders of the Series J Convertible Preferred Stock of record at
the close of business on October 31, January 31, April 30, and July
31 of each year.
The Warrants have a term of three (3) years.
Each Warrant has an exercise price of $7.50 (50.0% of the public
offering price per Unit) per one-half of one share (0.5) of Series
J Convertible Preferred Stock and is immediately exercisable.
Lake Street Capital Markets, LLC and Maxim Group LLC acted as
placement agents for the offering. The gross proceeds to Nuwellis
from the offering, before underwriting discounts and commissions
and offering expenses, were approximately $2.25 million. Nuwellis
intends to use the net proceeds from the offering for working
capital and for general corporate purposes.
The securities were offered pursuant to a
registration statement on Form S-1, as amended (File No.
333-274610), which was declared effective by the United States
Securities and Exchange Commission (“SEC”) on September 29, 2023
and an additional registration statement on Form S-1 filed pursuant
to Rule 462(c), which was filed on October 6, 2023 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 was made solely by means of a prospectus. A final
prospectus relating to this offering was filed by Nuwellis with the
SEC on October 13, 2023. Copies of the final prospectus can be
obtained at the SEC’s website at www.sec.gov or from Lake Street
Capital Markets, LLC, Attn: Syndicate Department, 920 Second Avenue
South, Suite 700, Minneapolis, MN 55402, by calling (612) 326-1305,
or by emailing syndicate@lakestreetcm.com or Maxim Group LLC, at
300 Park Avenue, 16th Floor, New York, NY 10022, Attention:
Prospectus Department, or by telephone at (212) 895-3745 or by
email at syndicate@maximgrp.com
About Nuwellis
Nuwellis, Inc. (Nasdaq: NUWE) is a medical technology
company dedicated to transforming the lives of patients suffering
from fluid overload through science, collaboration, and innovation.
The company is focused on commercializing the Aquadex SmartFlow®
system for ultrafiltration therapy. Nuwellis is headquartered in
Minneapolis, Minnesota with a wholly owned subsidiary in
Ireland.
About the Aquadex SmartFlow® System
The Aquadex SmartFlow system delivers clinically proven therapy
using a simple, flexible, and smart method of removing excess fluid
from patients suffering from hypervolemia (fluid overload). The
Aquadex SmartFlow system is indicated for temporary (up to 8 hours)
or extended (longer than 8 hours in patients who require
hospitalization) use in adult and pediatric patients weighing 20 kg
or more whose fluid overload is unresponsive to medical management,
including diuretics. All treatments must be administered by a
health care provider, within an outpatient or inpatient clinical
setting, under physician prescription, both having received
training in extracorporeal therapies.
Forward-Looking Statements
Certain statements in this release may be
considered forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, including without
limitation, statements regarding the new market opportunities and
anticipated growth in 2023 and beyond. Forward-looking statements
in this press release include, without limitation, the ability of
the Company to close the offering and the use of proceeds
therefrom. Forward-looking statements are predictions, projections
and other statements about future events that are based on current
expectations and assumptions and, as a result, are subject to risks
and uncertainties. Many factors could cause actual future events to
differ materially from the forward-looking statements in this
release, including, without limitation, those risks associated with
our ability to execute on our commercialization strategy, the
possibility that we may be unable to raise sufficient funds
necessary for our anticipated operations, our post-market clinical
data collection activities, benefits of our products to patients,
our expectations with respect to product development and
commercialization efforts, our ability to increase market and
physician acceptance of our products, potentially competitive
product offerings, intellectual property protection, our ability to
integrate acquired businesses, our expectations regarding
anticipated synergies with and benefits from acquired businesses,
and other risks and uncertainties described in our filings with the
SEC. Forward-looking statements speak only as of the date when
made. Nuwellis does not assume any obligation to publicly update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
CONTACTS
INVESTORS:Robert ScottChief Financial Officer,
Nuwellis, Inc.ir@nuwellis.com
Vivian CervantesGilmartin Group
LLCVivian.Cervantes@gilmartinir.com
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