Nuwellis Announces Pricing of $9.6 Million Upsized Underwritten Public Offering

Rhea-AI Summary

Nuwellis, Inc. (Nasdaq: NUWE) announced an underwritten public offering of units, aiming to raise approximately $9.6 million before costs. The offering includes 15,235,196 Class A Units and 23,157,124 Class B Units, each priced at $0.25. Each unit consists of common stock and warrants to purchase additional shares. Stockholder approval is required for the warrants' exercise, contingent upon a reverse stock split. Closing is anticipated on October 18, 2022. Ladenburg Thalmann is acting as the sole book-running manager.

Positive

• The offering aims to raise approximately $9.6 million to support business operations.
• Inclusion of warrants could potentially lead to additional investment if exercised.

Negative

• Potential dilution for existing shareholders due to the issuance of new shares.
• Dependence on stockholder approval for the exercise of warrants could delay capital access.

MINNEAPOLIS, Oct. 14, 2022 (GLOBE NEWSWIRE) -- 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 pricing of an underwritten public offering of units for gross proceeds of approximately $9.6 million prior to deducting underwriting discounts and commissions and offering expenses payable by Nuwellis.

The offering is 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.

Ladenburg Thalmann & Co. Inc. is acting as sole book-running manager in connection with the offering.

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 will be issued separately. The closing of the offering is expected to take place on or about October 18, 2022, subject to the satisfaction of customary closing conditions.

A total of 15,235,196 shares of common stock, 23,157,124 shares of Series I convertible preferred stock, and warrants to purchase up to 57,588,480 shares of common stock will be issued in the offering. In addition, the Company has granted the underwriters a 45-day option to purchase up to 5,758,848 additional shares of common stock and additional warrants to purchase up to 8,638,272 shares of common stock, solely to cover over-allotments, if any, at the public offering price per share and per warrant, less the underwriting discounts and commissions.

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.

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 is being made solely by means of a prospectus. A final prospectus relating to this offering will be filed by Nuwellis with the SEC. When available, 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 

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.

About the Aquadex SmartFlow® System 

The Aquadex SmartFlow system delivers clinically proven therapy using a simple, flexible and predictable 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 2022 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 impact of the COVID-19 pandemic, 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: 
George Montague, CFA 
Chief Financial Officer, Nuwellis, Inc. 
ir@nuwellis.com

Vivian Cervantes
Gilmartin Group LLC 
vivian.cervantes@gilmartinir.com

MEDIA: 
Sarah Lundberg 
Health+Commerce 
sarahlundberg@healthandcommerce.com 

FAQ

What are the details of Nuwellis' recent public offering?

Nuwellis is offering 15,235,196 Class A Units and 23,157,124 Class B Units at $0.25 each, aiming for $9.6 million gross proceeds.

What is the exercise price of the warrants in the offering?

The warrants have an exercise price of $0.25 per share.

When is the closing date for Nuwellis' public offering?

The closing of the offering is expected on or about October 18, 2022.

How does the public offering impact Nuwellis' shareholders?

The offering may dilute existing shares, depending on the full exercise of warrants.

Who is managing Nuwellis' public offering?

Ladenburg Thalmann & Co. Inc. is the sole book-running manager for the offering.