Nuwellis Inc美股招股说明书(2026-08-03版)

NUWELLIS, INC.1,310,890 Shares of Common Stock We are offering 1,310,890 shares of common stock, par value $0.0001 per share (“Common Stock”), in this offering. Each shareof Common Stock is being sold at a price of $2.59. Additionally, in a concurrent private placement, we are selling to the purchasers of our Common Stock in this offering, warrantsto purchase an aggregate of 1,310,890 shares of Common Stock (the “Private Placement Warrants”). Each Private Placement Warrantwill have an exercise price of $2.59 per share of Common Stock and will be exercisable at any time after its original issuance for aterm of five years following the date of effectiveness of the registration statement for the purposes of registering the shares ofCommon Stock underlying the Private Placement Warrants. The Private Placement Warrants and Common Stock issuable uponexercise of the Private Placement Warrants are not being registered under the Securities Act of 1933, as amended (the “SecuritiesAct”), are not being offered pursuant to this prospectus supplement and the accompanying prospectus and are being offered pursuantto the exemption from registration provided in Section4(a)(2) under the Securities Act and/or Rule506(b) promulgated thereunder. Our Common Stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “NUWE.” On July30, 2026, the lastreported sale price of our Common Stock on Nasdaq was $4.45 per share. The aggregate market value of our Common Stock held by non-affiliates pursuant to General Instruction I.B.6 of FormS-3 is$11,978,695, based on 1,863,496 shares of Common Stock held by non-affiliates and a price of $24.50 per share, the last reportedsale price per share of our Common Stock on Nasdaq on June1, 2026. During the 12-calendar month period that ends on, andincludes, the date of this prospectus supplement, we have previously sold $3,242,030 of securities pursuant to General InstructionI.B.6 of FormS-3. We have engaged Ladenburg Thalmann & Co. Inc., or the placement agent, as our exclusive placement agent in connection withthis offering. We have agreed to pay the placement agent a cash fee equal to 9.0% of the aggregate gross proceeds raised in thisoffering as set forth in the table below. We will also issue to the Placement Agent, or its designees, warrants to purchase up to 39,327shares of our Common Stock (the “Placement Agent Warrants”) as part of the compensation payable to the Placement Agent inconnection with this offering. The Placement Agent Warrants are not being registered pursuant to this prospectus supplement and theaccompanying prospectus. The Placement Agent Warrants will have substantially the same terms as the Private Placement Warrantsdescribed above, except that the Placement Agent Warrants will have an exercise price of $4.2735per share and will expire five (5)years from issuance. See “Plan of Distribution” beginning on page S-13of this prospectus supplement for more information. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page S-6of this prospectussupplement and page8of the accompanying prospectus, as well as the risks described in our Annual Report on Form10-Kfor the year ended December31, 2025, which is incorporated by reference herein, and the other reports we file with theSecurities and Exchange Commission (the “SEC”), before investing in our securities. (1)We have agreed to pay a fee to the placement agent equal to 9.0% of the aggregate gross proceeds raised in this offering and to reimburse the placement agentfor its expenses of up to $90,000 in connection with this offering. We are also issuing to the Placement Agent warrants to purchase 39,327 shares of ourCommon Stock with an exercise price of $4.2735 per share. In addition, we have agreed to pay a management fee of 0.85% of the gross proceeds received bythe Company in this offering. See “Plan of Distribution” beginning on page S-13of this prospectus supplement for more information.(2)The amount of the offering proceeds to us presented in this table does not include proceeds from the exercise, if any, of the Private Placement Warrants orPlacement Agent Warrants being sold in the concurrent private placement. Neither the SEC nor any state securities commission has approved of anyone’s investment in these securities ordetermined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to thecontrary is a criminal offense. Delivery of the shares of the Common Stock being offered pursuant to this prospectus supplement and the accompanyingprospectus is expected to be made on or about August3, 2026, subject to satisfaction of customary closing conditions. Ladenburg Thalmann The date of this prospectus supplement is July31, 2026. TABLE OF CONTENTS PageProspectus SupplementAbout This Prospectus SupplementS-iiSpecial NoteRegarding Forward-Looking StatementsS-ivProspectus Supplement SummaryS-1The OfferingS-4Risk Factor