Offerings

May 22, 2026

USD ($)

Offering:

Fee Previously Paid

false

Rule 457(o)

true

Security Type

Equity

Security Class Title

Shares of Common Stock, par value $0.0001 per share

Maximum Aggregate Offering Price

$ 5,000,000

Fee Rate

0.01381%

Amount of Registration Fee

$ 690.5

Offering Note


(1)	Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), there are also being registered such indeterminate number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends and similar transactions.


(2)	Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(o) under the Securities Act.

Offering:

false

true

Equity

Pre-Funded Warrants to purchase shares of Common Stock, par value $0.0001 per share

Maximum Aggregate Offering Price

$ 0

Fee Rate

0.01381%

Amount of Registration Fee

$ 0

Offering Note


(1)	Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), there are also being registered such indeterminate number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends and similar transactions.


(2)	Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(o) under the Securities Act.


(3)	No separate registration fee is payable pursuant to Rule 457(g) under the Securities Act.

(4)

The proposed maximum aggregate offering price of the common stock will be reduced on a dollar-for-dollar basis based on the offering price of any pre-funded warrants issued in the offering, and the proposed maximum aggregate offering price of the pre-funded warrants to be issued in the offering will be reduced on a dollar-for-dollar basis based on the offering price of any common stock issued in the offering. Accordingly, the proposed maximum aggregate offering price of the common stock and pre-funded warrants (including the common stock issuable upon exercise of the pre-funded warrants), if any, is $5,000,000.

Offering:

false

true

Equity

Series C Common Warrants to purchase shares of Common Stock, par value $0.0001 per share

Maximum Aggregate Offering Price

$ 0

Fee Rate

0.01381%

Amount of Registration Fee

$ 0

Offering Note


(1)	Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), there are also being registered such indeterminate number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends and similar transactions.


(2)	Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(o) under the Securities Act.


(3)	No separate registration fee is payable pursuant to Rule 457(g) under the Securities Act.


(5)	Each common warrant is exercisable for one share of the Company’s common stock.

Offering:

false

true

Equity

Series D Common Warrants to purchase shares of Common Stock, par value $0.0001 per share

Maximum Aggregate Offering Price

$ 0

Fee Rate

0.01381%

Amount of Registration Fee

$ 0

Offering Note


(1)	Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), there are also being registered such indeterminate number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends and similar transactions.


(2)	Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(o) under the Securities Act.


(3)	No separate registration fee is payable pursuant to Rule 457(g) under the Securities Act.


(5)	Each common warrant is exercisable for one share of the Company’s common stock.

Offering:

false

true

Equity

Placement Agent Warrants to purchase shares of Common Stock, par value $0.0001 per share

Maximum Aggregate Offering Price

$ 0

Fee Rate

0.01381%

Amount of Registration Fee

$ 0

Offering Note


(1)	Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), there are also being registered such indeterminate number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends and similar transactions.


(2)	Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(o) under the Securities Act.


(3)	No separate registration fee is payable pursuant to Rule 457(g) under the Securities Act.

Offering:

false

true

Equity

Shares of Common Stock, par value $0.0001 per share, issuable upon exercise of the Series C Common Warrants and Series D Common Warrants

Maximum Aggregate Offering Price

$ 10,000,000

Fee Rate

0.01381%

Amount of Registration Fee

$ 1,381

Offering Note


(1)	Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), there are also being registered such indeterminate number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends and similar transactions.


(2)	Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(o) under the Securities Act.

Offering:

false

true

Equity

Shares of Common Stock, par value $0.0001 per share, issuable upon exercise of the Placement Agent Warrants

Maximum Aggregate Offering Price

$ 247,500

Fee Rate

0.01381%

Amount of Registration Fee

$ 34.18

Offering Note


(1)	Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), there are also being registered such indeterminate number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends and similar transactions.


(2)	Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(o) under the Securities Act.

(6)

As estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act, the proposed maximum aggregate offering price of the placement agent's warrants is $247,500.00, which is equal to 3.0% of the aggregate number of shares of common stock and/or pre-funded warrants sold in this offering at an exercise price equal to 165% of the combined public offering price per share of common stock and accompanying common warrants.

Nuwellis, Inc. S-1