Nuwellis Inc美股招股说明书(2025-06-10版)

406,755 Shares of Common Stock, Pre-Funded Warrants to Purchase up to 14,085,998 Shares of Common Stock, Series A Warrants to Purchase up to 43,478,259 Shares of Common Stock, Series B Warrants to Purchase up to 14,492,753 Shares of Common Stock, and Up to 72,491,792 Shares of Common Stock Issuable Upon Exercise of the Pre-Funded Warrants,Series A Warrants, Series B Warrants and Representative Warrants We are offering 406,755 shares of common stock (“common stock” or “Common Stock”), Series A Warrants to purchase up to 43,478,259 shares of ourcommon stock which will expire five (5) years from the date of Warrant Stockholder Approval (the “Series A Warrants”) and Series B Warrants to purchase up to14,492,753 shares of our common stock which will expire five (5) years from the date of Warrant Stockholder Approval (the “Series B Warrants” and, together withthe Series A Warrants, the “common warrants”) at a combined public offering price of $0.30 per share of common stock and accompanying common warrants. Thecommon warrants will be exercisable upon receipt of such stockholder approval as may be required by the applicable rules and regulations of Nasdaq (the “WarrantStockholder Approval”). In the event that we are unable to obtain the Warrant Stockholder Approval, the common warrants will not be exercisable, and therefore thecommon warrants may not have any value. Each common warrant is exercisable at an exercise price of $0.30 per share. The Series A Warrants will contain a one-time reset of the exercise price in theevent 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 andaccompanying common warrants in this offering and (ii) the lowest daily volume weighted average price for the five trading days immediately following the date ofthe 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 toreceive, 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 beissuable upon a cash exercise of such Series B Warrant. As a result, we will likely not receive any additional funds and do not expect to receive any additional fundsupon the exercise of the Series B Warrants. See “Description of Securities We Are Offering” on page 46 of this prospectus for more information regarding the termsof the common warrants. We are also offering to certain purchasers whose purchase of shares of common stock in this offering would otherwise result in the purchaser, together with itsaffiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding common stockimmediately following the consummation of this offering, the opportunity to purchase, if any such purchaser so chooses, up to 14,085,998 pre-funded warrants topurchase shares of common stock (the “pre-funded warrants”), in lieu of shares of common stock. The purchase price of each pre-funded warrant (andaccompanying common warrants) will be equal to the public offering price for the common stock (and accompanying common warrants) in this offering, minus$0.0001. Each pre-funded warrant is exercisable for one share of our common stock and has an exercise price of $0.0001 per share. Each pre-funded warrant will beexercisable at any time after the date of issuance. The common stock (or pre-funded warrants) and the common warrants will be sold in combination, with each share of common stock (or pre-funded warrantto purchase one share of common stock) accompanied by a Series A Warrant to purchase three shares of common stock and a Series B Warrant to purchase one shareof common stock. This prospectus also relates to the offering of common stock issuable upon exercise of the pre-funded warrants and common warrants. Wecollectively refer to the shares of common stock, pre-funded warrants and common warrants offered hereby, including the shares of common stock underlying thepre-funded warrants and common warrants, as the “securities.” Our common stock is listed on Nasdaq under the symbol “NUWE.” On June 6, 2025, the last reported sale price of our common stock on Nasdaq was $0.4031per share. There is no established trading market for the pre-funded warrants or common warrants, and we do not expect a market to develop. We do not intend toapply for a listing of the pre-funded warrants or common warrants on any securities exchange or other nationally recognized trading system. Without an activetrading market, the liquidity of the pre-funded warrants or common warrants will be limited. (1)The public offering price and underwriting discount corresponds to (i) a public offering price per share of common stock of $0.28 ($0.2458 net of theunderwriting discount) or $0.2799 per pre-funded warrant ($0.254709 net of the underwriting discount), (ii)