Nuwellis, Inc. 8-K

What Happened

• Nuwellis, Inc. (NASDAQ: NUWE) filed an 8-K on Jan 29, 2026 announcing a private placement expected to close on or about Jan 30, 2026, a warrant inducement offer that raised additional proceeds, the purchase agreement to acquire Rendiatech, Ltd., and the appointment of Carisa Schultz as Chief Financial Officer effective Feb 2, 2026.
• The company entered a securities purchase agreement for (i) 994,537 pre‑funded warrants and (ii) 1,989,074 common warrants (together, Private Placement Warrants) sold to an institutional investor for a combined purchase price of $3.09, generating gross proceeds of approximately $3.1 million before placement agent fees. The company also completed a warrant inducement offer that produced roughly $2.0 million in gross proceeds.

Key Details

• Private Placement (Jan 29, 2026): 994,537 pre‑funded warrants + 1,989,074 common warrants; gross proceeds ≈ $3.1M; Placement Agent fee 8.0% of gross proceeds and up to $90,000 in expenses; company will use net proceeds for working capital and general corporate purposes.
• Registration rights: Company must file resale registration(s) for the Private Placement securities within 15 days and use commercially reasonable efforts to have them effective within 45 days (60 days if the SEC reviews).
• Warrant inducement: Company agreed to a Jan. inducement offer with exercise price $2.84; issued new inducement warrants exercisable immediately and expiring five years after the related resale registration becomes effective; inducement exercises produced ≈ $2.0M and up to 623,585 shares issued (subject to beneficial ownership limits). Placement agent received warrants to purchase 48,544 shares (exercise $5.0985).
• Rendiatech acquisition: Purchase agreement to buy Rendiatech (no commercial operations) for $125,000 cash at closing, 150,000 shares, and options to purchase 30,000 shares; additional payments: $125,000 by Dec 31, 2026, $250,000 on commercial regulatory clearance or Dec 31, 2027, and a 9% royalty on gross sales until $2.0M aggregate royalty paid.
• CFO appointment (effective Feb 2, 2026): Carisa Schultz named CFO, Principal Financial Officer and Principal Accounting Officer; base salary $265,000, bonus up to 40% of base, standard benefits, 152 hours PTO, subject to at‑will employment, non‑compete/non‑solicit, and customary indemnification and change‑in‑control arrangements.

Why It Matters

• Funding and liquidity: The private placement and warrant exercises provide immediate cash (~$5.1M gross combined) to support working capital and operations but involve issuance of warrants and potential future dilution if exercised.
• Dilution and timing: Multiple warrant issuances, inducement warrants, placement agent warrants, and registration timelines mean additional shares could become tradable once registration statements are effective; beneficial ownership limits may restrict some exercises.
• Strategic asset pickup: The Rendiatech deal is an asset acquisition (no current commercial operations) giving Nuwellis access to urine flow/kidney monitoring technologies (Clarity RMS/Clarity Prime) with contingent milestone and royalty payments—future commercial value depends on regulatory clearance and commercialization.
• Management: Appointment of an experienced finance executive (Carisa Schultz) strengthens the company’s financial leadership as these transactions and integration efforts proceed.