Nuwellis Inc美股招股说明书(2026-02-09版)

4,279,325 Shares of Common Stock Offered by the Selling Stockholders This prospectus (“prospectus”) relates to the offer and resale from time to time by the selling stockholders identified in thisprospectus under the caption “Selling Stockholders” (the “selling stockholders”), including their permitted pledgees, assignees,donees, transferees or successor-in-interest, of (i) up to 994,537 shares of common stock, $0.0001 par value per share (“commonstock”) issuable upon the exercise of pre-funded common stock purchase warrants issued to Armistice Capital Master Fund Ltd.(“Armistice”) on January30, 2026 (“January2026 Pre-Funded Warrants”) in a private placement (the “Private Placement”); and (ii)up to 3,236,244 shares of our common stock, par value $0.0001 per share (“common stock”), issuable upon the exercise of commonstock purchase warrants issued to Armistice on January30, 2026 (a) of which 1,989,074 (the “Private Placement Warrants”) wereissued as part of the Private Placement and (b) 1,247,170 (the “January Inducement Warrants” and together with the PrivatePlacement Warrants, the “January2026 Warrants”) were issued in a private offering (the “Warrant Inducement Offering”) pursuant toa Warrant Inducement Letter, dated January29, 2026 (the “Inducement Agreement”), between us and Armistice, pursuant to whichArmistice agreed to exercise in cash previously issued warrants to purchase 623,585 shares of common stock (the “Prior Warrants”)at a reduced exercise price of $2.84 per share in exchange for the issuance of the January Inducement Warrants. Each January2026 Pre-Funded Warrant has a perpetual term and is exercisable for a nominal exercise price of $0.0001 pershare. Each January2026 Warrant is exercisable at any time and from time to time to purchase one share of our common stock untilthe fifth anniversary of the effective date of the registration statement of which this prospectus forms a part, at an exercise price of$2.84 per share, subject to customary adjustments for stock splits, reorganizations, and recapitalizations. The January2026 Pre-Funded Warrants and the January2026 Warrants provide that the holder may not exercise any portion of the January2026 Pre-Funded Warrant or the January2026 Warrants to the extent that the holder and its affiliates would beneficially own more than 4.99%of our outstanding common stock immediately after such exercise, except that the holder may increase such beneficial ownershiplimitation to 9.99% upon at least 61 days’ prior notice to us. This prospectus also relates to the offer and resale from time to time of up to 48,544 shares of common stock issuable upon theexercise of common stock purchase warrants issued to the Company’s placement agent or its designees on January30, 2026 (the“January PA Warrants,” and together with the January Pre-Funded Warrants and the January2026 Warrants, the “Warrants”) inconnection with the Private Placement and the Warrant Inducement Offering. The January PA Warrants have substantially the sameterms as the January 2026 Warrants, except that the January PA Warrants have an exercise price of $5.0985 per share.). We are registering a total of 4,279,325 shares of our common stock on behalf of the selling stockholders or their permittedpledgees, assignees, donees, transferees or successors-in-interest pursuant to a Registration Rights Agreement, dated as ofJanuary29, 2026, by and among us and the selling stockholders (the “Registration Rights Agreement”). The selling stockholders ortheir permitted pledgees, assignees, donees, transferees or successors-in-interest may offer, sell or distribute the shares of ourcommon stock in a number of different ways and at varying prices. We provide more information about how the selling stockholdersmay offer, sell or distribute the shares of our common stock in the section of this prospectus titled “Plan of Distribution.” We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of shares of ourcommon stock by the selling stockholders. However, we will receive proceeds upon the cash exercise of any Warrants. See “Use ofProceeds” for more information. We cannot predict when or in what amounts, if any, the Warrants will be exercised. We have paid or will pay the fees andexpenses incident to the registration of the shares of our common stock for sale by the selling stockholders. The selling stockholderswill bear all commissions, discounts, brokerage fees and similar expenses, if any, attributable to their sales of shares of our commonstock. Our common stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “NUWE.” On January30, 2026, thelast reported sale price of our common stock as reported on Nasdaq was $3.77 per share. We are a “smaller reporting company” as defined under U.S. federal securities laws and, as such, have elected to comply withreduced public company reporting requirements. See “Prospectus Summary - Implications of B