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 a 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
offering is expected to close on October 17, 2023, subject to
customary closing conditions.
The purchase price for one Unit is $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 will
have an exercise price of $7.50 (50.0% of the public offering price
per Unit) per one-half of one (0.5) share of Series J Convertible
Preferred Stock and will be immediately exercisable.
Lake Street Capital Markets, LLC and Maxim Group LLC are acting
as placement agents for the offering. The gross proceeds to
Nuwellis from the offering, before underwriting discounts and
commissions and offering expenses, are expected to be 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.
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 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, the expected closing date
of the offering and the expected use of proceeds from the offering,
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
Source: Nuwellis, Inc.
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