Nuwellis (NUWE) Prices $4.3M Share Offering at $0.30/sh

Nuwellis, Inc. (Nasdaq: NUWE) (“Nuwellis” or the “Company”), a commercial-stage medical device company dedicated to transforming care for fluid overload patients, today announced the pricing of a public offering of 406,755 shares of its common stock (“Common Stock”), pre-funded warrants to purchase 14,085,998 shares of Common Stock, in each case with accompanying Series A Warrants to purchase up to 43,478,259 shares of Common Stock and Series B Warrants to purchase up to 14,492,753 shares of Common Stock.

The public offering price per share of Common Stock and accompanying warrants is $0.30 per share and accompanying warrants, and the public offering price per pre-funded warrant and accompanying warrants is $0.2999 per pre-funded warrant and accompanying warrants. Nuwellis expects to use the net proceeds from the offering for working capital and general corporate purposes, including possible acquisition activity.

Each pre-funded warrant has an exercise price of $0.0001 per pre-funded warrant, and is immediately exercisable until such pre-funded warrant is exercised in full. Each of the Series A Warrants and Series B Warrants has an exercise price of $0.30, and will be exercisable for a period of five years following the receipt of stockholder approval, as required by the applicable rules and regulations of Nasdaq. The Series A Warrants will contain a one-time reset of the exercise price in the event that the Company implements a reverse stock split to the greater of: (i) 20% of the combined public offering price per share of Common Stock and accompanying warrants in this offering and (ii) the lowest daily volume weighted average price for the five trading days immediately following the date of the implementation of a reverse stock split. The Series B Warrants will include a zero cash exercise option allowing holders of a Series B Warrant the right to receive, without payment of any additional cash to the Company, an aggregate number of shares equal to the number of shares of Common Stock that would be issuable upon a cash exercise of such Series B Warrant.

Ladenburg Thalmann & Co. Inc. is acting as sole book-running manager in connection with the offering.

The offering is expected to close on or about June 10, 2025, subject to customary closing conditions.

The securities described above are being offered pursuant to a registration statement on Form S-1 (File No. 333-287663) that was declared effective by the U.S. Securities and Exchange Commission (“SEC”), on June 9, 2025. Electronic copies of the final prospectus supplement may be obtained, when available, on the SEC’s website at http://www.sec.gov or by contacting Ladenburg Thalmann & Co. Inc., Prospectus Department, 640 Fifth Avenue, 4th Floor, New York, New York 10019 or by email at [email protected].

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. The offering is being made solely by means of a prospectus. A final prospectus relating to this offering will be filed by Nuwellis with the SEC.

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