Nuwellis Announces Closing of $11.04 Million Underwritten Public Offering Including Full Exercise of Overallotment Option
October 18 2022 - 3:15PM
Nuwellis, Inc. (Nasdaq: NUWE) ("Nuwellis" or the "Company"), a
commercial-stage company focused on transforming the lives of
people with fluid overload, today announced the closing of an
underwritten public offering of units with gross proceeds of
approximately $11.04 million, which includes the full exercise of
the underwriter’s over-allotment option to purchase additional
shares and warrants, prior to deducting underwriting discounts and
commissions and offering expenses payable by Nuwellis.
The offering was comprised of (1) 15,235,196
Class A Units, priced at a public offering price of $0.25 per Class
A Unit, with each Class A Unit consisting of one share of common
stock and 1.5 warrants to purchase one share of common stock at an
exercise price of $0.25 per share, and (2) 23,157,124 Class B
Units, priced at a public offering price of $0.25 per Class B Unit,
with each Class B Unit consisting of one share of Series I
convertible preferred stock, convertible into one share of common
stock, and 1.5 warrants to purchase one share of common stock with
an exercise price of $0.25 per share.
The warrants will be exercisable beginning on
the effective date of a reverse stock split in an amount sufficient
to permit the exercise in full of the warrants, contingent upon
stockholder approval of such reverse stock split and of the
exercisability of the warrants under Nasdaq rules and will expire
on the sixth anniversary of the initial exercise date. The
stockholder meetings will be held on or before December 9, 2022.
The conversion price of the preferred stock issued in the
transaction is fixed and does not contain any variable pricing
feature or any price based anti-dilutive feature. The preferred
stock issued in this transaction includes a beneficial ownership
blocker but has no dividend rights (except to the extent that
dividends are also paid on the common stock) or liquidation
preference, and, subject to limited exceptions, has no voting
rights. The securities comprising the units are immediately
separable and were issued separately.
Ladenburg Thalmann & Co. Inc. acted as sole
book-running manager in connection with the offering.
The securities issued at closing included a
total of 20,994,044 shares of common stock, 23,157,124 shares of
Series I convertible preferred stock, and warrants to purchase up
to 66,226,752 shares of common stock, including the full exercise
of the over-allotment.
The securities were offered pursuant to a
registration statement on Form S-1, as amended (File No.
333-267368), which was declared effective by the United States
Securities and Exchange Commission (“SEC”) on October 13, 2022 and
an additional registration statement on Form S-1 filed pursuant to
Rule 462(b), which was filed on October 13, 2022 and became
effective upon filing.
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 was filed by Nuwellis with the
SEC. Copies of the final prospectus can be obtained at the SEC’s
website at www.sec.gov or from Ladenburg Thalmann & Co. Inc.,
Prospectus Department, 640 Fifth Avenue, 4th Floor, New York, New
York 10019 or by email at prospectus@ladenburg.com.
About Nuwellis Nuwellis,
Inc. (Nasdaq: NUWE) is a medical device company dedicated to
transforming the lives of patients suffering from fluid overload
through science, collaboration, and innovation. The Company is
focused on developing, manufacturing and commercializing the
Aquadex SmartFlow® system for ultrafiltration therapy. Nuwellis is
headquartered in Minneapolis, with a wholly-owned subsidiary in
Ireland.
About the Aquadex SmartFlow®
System The Aquadex SmartFlow system delivers
clinically proven therapy using a simple, flexible and predictable
method of removing excess fluid from patients suffering from
hypervolemia (fluid overload). The Aquadex SmartFlow system is
indicated for temporary (up to 8 hours) or extended (longer than 8
hours in patients who require hospitalization) use in adult and
pediatric patients weighing 20 kg or more whose fluid overload is
unresponsive to medical management, including diuretics. All
treatments must be administered by a health care provider, within
an outpatient or inpatient clinical setting, under physician
prescription, both having received training in extracorporeal
therapies.
Forward-Looking
Statements Certain statements in
this release may be considered forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995, including without limitation, statements regarding the new
market opportunities and anticipated growth in 2022 and beyond.
Forward-looking statements are predictions, projections and other
statements about future events that are based on current
expectations and assumptions and, as a result, are subject to risks
and uncertainties. Many factors could cause actual future events to
differ materially from the forward-looking statements in this
release, including, without limitation, those risks associated with
our ability to execute on our commercialization strategy, the
impact of the COVID-19 pandemic, the possibility that we may be
unable to raise sufficient funds necessary for our anticipated
operations, our post-market clinical data collection activities,
benefits of our products to patients, our expectations with respect
to product development and commercialization efforts, our ability
to increase market and physician acceptance of our products,
potentially competitive product offerings, intellectual property
protection, our ability to integrate acquired businesses, our
expectations regarding anticipated synergies with and benefits from
acquired businesses, and other risks and uncertainties described in
our filings with the SEC. Forward-looking statements speak only as
of the date when made. Nuwellis does not assume any obligation to
publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise.
CONTACTS
INVESTORS: Nestor JaramilloPresident and
Chief Executive Officer, Nuwellis,
Inc. ir@nuwellis.com
Vivian CervantesGilmartin Group
LLC Vivian.Cervantes@gilmartinir.com
MEDIA: Sarah
Lundberg Health+Commerce sarahlundberg@healthandcommerce.com
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