Nuwellis, Inc. Announces Registered Offering and Warrants, Raises ~$3.4M

What Happened

• Nuwellis, Inc. announced it entered a Securities Purchase Agreement on July 31, 2026 and closed the registered direct offering and a concurrent private placement on August 3, 2026. The company sold 1,310,890 shares of common stock at $2.59 per share and issued warrants to purchase up to 1,310,890 additional shares. Gross proceeds to the company are expected to be approximately $3.4 million, before placement agent commissions and offering expenses.

Key Details

• Shares sold: 1,310,890 common shares at $2.59 per share (Registered Offering).
• Warrants: Common Warrants to purchase up to 1,310,890 shares; exercise price $2.59; immediately exercisable; expire on the fifth anniversary of the effective date of the registration statement covering the warrant shares. Company will file that registration statement within 30 days and use commercially reasonable efforts to have it effective within 60 (or 90 if SEC full review) days.
• Placement agent: Ladenburg Thalmann & Co. Inc.; cash fee equal to 9.0% of gross proceeds plus reimbursement of certain expenses and legal fees. Placement Agent Warrants equal to 3.0% of the number of shares issued in the Offerings, with an exercise price of $4.2735 (165% of the public offering price).
• Company covenants: limited 5 trading‑day issuance/announcement restriction and 90‑day restriction on certain variable rate transactions, subject to customary exceptions.

Why It Matters

• This is a capital raise that provides Nuwellis with immediate cash (~$3.4M gross) to support operations or strategic needs. Investors should note potential dilution from the issued shares and the outstanding warrants (which are immediately exercisable at $2.59). Placement agent fees and warrants reduce the net proceeds. Registration and exercise terms for the warrants may lead to additional shares being issued if exercised, and the company has short‑term restrictions on issuing additional securities as part of the deal. A company press release dated July 31, 2026 accompanied the filing.