Nuwellis, Inc. Approves Reverse Stock-Split Authorization at Special Meeting

What Happened

• Nuwellis, Inc. held a virtual special meeting of stockholders on July 24, 2026 and reported the voting results on three proposals. Stockholders approved (1) the issuance of shares under Nasdaq Listing Rule 5635(d) to cover the exercise of warrants issued in the financing that closed June 8, 2026 and repriced outstanding warrants, (2) an amendment to the company charter authorizing a reverse split of common stock at a ratio between 1-for-5 and 1-for-70 (to be set at the Board’s discretion), and (3) authorization for the Board to adjourn the meeting to solicit additional proxies if needed.

Key Details

• Total shares present (in person or by proxy): 1,490,999 (≈46.20% of outstanding shares as of the record date).
• Proposal 1 (issuance of shares for warrants): For 477,084 — Against 216,196 — Abstain 250.
• Proposal 2 (charter amendment to permit 1-for-5 to 1-for-70 reverse split): For 1,172,689 — Against 310,588 — Abstain 7,722.
• Proposal 3 (authorize adjournments to solicit additional proxies): For 1,235,430 — Against 255,223 — Abstain 344.
• The Board may, at its discretion and within 12 months of approval, implement the reverse split at any ratio in the approved 1-for-5 to 1-for-70 range.

Why It Matters

• The reverse-split authorization gives the Board a tool to increase the per-share trading price (by consolidating outstanding shares) to help the company meet Nasdaq’s continued listing requirements if needed.
• Approval to issue shares related to the June 8, 2026 financing warrants clears the Nasdaq procedural step (Rule 5635(d)) so those warrants can be exercised without triggering a separate shareholder approval requirement, but exercising them will increase the number of outstanding shares (potential dilution).
• Investors should note the Board has discretion on timing and the exact split ratio (and may choose not to implement it), and that warrant exercises tied to the financing may affect share count and ownership percentages.