Nuwellis, Inc. 8-K

What Happened

• Nuwellis, Inc. (NASDAQ: NUWE) filed an 8‑K announcing the Board-approved one-for-thirty-five reverse stock split of its common stock. The Board approved the 1-for-35 ratio on June 16, 2026 and the company filed a Certificate of Amendment with the Delaware Secretary of State on June 23, 2026. The Reverse Stock Split becomes effective at 5:00 p.m. Eastern Time on June 25, 2026, and the common stock will trade on a split‑adjusted basis when the market opens on June 26, 2026.

Key Details

• Reverse split ratio: 35 old shares → 1 new share (1-for-35).
• Stockholder approval: Range authorization (1-for-5 to 1-for-70) was previously approved at the August 4, 2025 special meeting; Board selected 1-for-35 on June 16, 2026.
• Fractional shares: Any fractional share resulting from the split will be rounded down and the holder will receive cash equal to the fractional share’s market value, using the Nasdaq closing price on the last trading day before the split becomes effective.
• Adjustments: Per‑share exercise prices and numbers of shares issuable under outstanding preferred shares, stock options, restricted stock units, warrants, and equity incentive plan reserves will be proportionately adjusted.
• Trading symbol and mechanics: Common stock continues to trade on the Nasdaq Capital Market under the symbol “NUWE.” New CUSIP after the split: 67113Y801. Equiniti Trust Company, LLC will act as exchange agent.
• Filing notes: The 8‑K also includes the Certificate of Amendment and references Item 3.03 (material modification to rights of security holders) as applicable.

Why It Matters

• The reverse split reduces the number of outstanding shares and correspondingly increases the per‑share price without changing the company’s overall market capitalization. For investors, this will affect share counts, the reported per‑share price, and the number of shares underlying options, warrants, and convertible securities. Fractional‑share cash‑outs will result in small cash payments instead of fractional holdings. The split can also affect trading liquidity and investor perception; monitor post‑split trading volume and price action if you hold or trade NUWE.