[8-K] Nuwellis, Inc. Reports Material Event

Rhea-AI Filing Summary

Nuwellis, Inc. (NUWE) filed an 8-K to report that it has regained compliance with Nasdaq’s $1.00 minimum bid-price rule. On 18 Jun 2025 the company received a deficiency notice because its shares closed below $1.00 for 30 straight trading days and, due to recent reverse splits, NUWE was ineligible for the standard 180-day cure period. Nasdaq therefore set a delisting hearing for 12 Aug 2025.

On 22 Jul 2025 Nasdaq’s Office of General Counsel informed the company that the bid-price deficiency has been cured; consequently, the hearing was cancelled and NUWE’s common stock will continue trading on the Nasdaq Capital Market. The filing eliminates an immediate delisting threat but highlights prior share-price weakness that triggered the notice.

Positive

• Regained Nasdaq compliance with the $1.00 bid-price requirement, removing imminent delisting threat.
• Delisting hearing cancelled, preserving liquidity, market visibility and institutional access.

Negative

• Recent bid-price deficiency underscores ongoing share-price volatility and potential need for further corporate actions.

Insights

Securities Analyst

TL;DR: Nasdaq delisting risk removed; compliance regained, modest positive for equity holders.

Impact: High for liquidity and investor confidence. Delisting would have severely limited trading volume and institutional ownership. Restored compliance keeps NUWE within major U.S. exchange indices and avoids forced OTC migration.
Context: NUWE had recently executed multiple reverse splits, indicating sustained price pressure; curing the deficiency suggests at least temporary price recovery but does not resolve underlying operational challenges.
Outlook: Positive in the near term; continued monitoring of share price is essential because another prolonged dip below $1 could trigger a fresh notice within 12 months.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 22, 2025

Nuwellis, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-35312	No. 68-0533453
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

12988 Valley View Road, Eden Prairie, MN (Address of Principal Executive Offices) 55344
(Zip Code)

(952) 345-4200

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	NUWE	Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

​

As previously disclosed, on June 18, 2025, Nuwellis, Inc. (the “Company”), received notice from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) that the bid price for the Company’s common stock had closed below $1.00 per share for 30-consecutive trading days. The Company was not eligible for any compliance period specified in Nasdaq Listing Rule 5810(c)(3)(A) because the Company effected a reverse stock split over the prior one-year period or had effected one or more reverse stock splits over the prior two-year period with a cumulative ratio of 250 shares or more to one; accordingly, the Company was informed that its securities were subject to delisting from Nasdaq unless the Company timely requested a hearing before the Nasdaq Hearings Panel (the “Panel”). The Company timely requested a hearing before the Panel, which was scheduled for August 12, 2025.

On July 22, 2025, the Company received a letter from the Nasdaq Office of General Counsel notifying the Company that the minimum bid price deficiency had been cured and that the Company was in compliance with the applicable listing standards. Accordingly, the hearing was considered moot and cancelled, and Nasdaq has determined to continue the listing of the Company’s common stock on The Nasdaq Capital Market.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 23, 2025	NUWELLIS, INC.
	By:	/s/ John L. Erb

	Name:	John L. Erb
	Title:	President and Chief Executive Officer

FAQ

Why did Nuwellis (NUWE) file this 8-K on 22 Jul 2025?

To announce that Nasdaq confirmed NUWE has cured its minimum bid-price deficiency and remains in compliance.

What Nasdaq rule was Nuwellis previously violating?

Nasdaq Listing Rule 5550(a)(2), requiring a minimum $1.00 closing bid for 30 consecutive trading days.

How was the bid-price deficiency cured?

NUWE’s common stock closed at or above $1.00 for the period specified by Nasdaq, restoring compliance.

Is the delisting hearing still scheduled?

No. Nasdaq deemed the hearing moot and cancelled it after compliance was achieved.

Does Nuwellis remain listed on the Nasdaq Capital Market?

Yes. Nasdaq confirmed continuation of NUWE’s listing following compliance.