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 CervantesGilmartin Group
LLC vivian.cervantes@gilmartinir.com
MEDIA: Sarah
Lundberg Health+Commerce sarahlundberg@healthandcommerce.com
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