S-1/A 1 ny20047229x4_s1a.htm S-1/A

As filed with the Securities and Exchange Commission on June 2, 2025.

Registration No. 333-287663

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

AMENDMENT NO. 1

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Nuwellis, Inc.

(Exact name of registrant as specified in its charter)

12988 Valley View Road

Eden Prairie, Minnesota 55344

(952) 345-4200

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

John L. Erb

Interim Chief Executive Officer

Nuwellis, Inc.

12988 Valley View Road

Eden Prairie, Minnesota 55344

(952) 345-4200

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:


Phillip D. Torrence, Esq. Jessica M. Herron, Esq. N. Danny Shulman, Esq. Honigman LLP 650 Trade Centre Way, Suite 200 Kalamazoo, Michigan 49002 Tel: (269) 337-7700 Fax: (269) 337-7703	Neil P. Ayotte Senior Vice President, General Counsel, Secretary and Chief Compliance Officer Nuwellis, Inc. 12988 Valley View Road Eden Prairie, Minnesota 55344 Tel: (952) 345-4200	Michael F. Nertney, Esq. Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, New York 10105 Tel: (212) 370-1300

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission acting pursuant to said Section 8(a), may determine.


	Per Share and Accompanying Common Warrants	Per Pre-Funded Warrant and Accompanying Common Warrants	Total
Public offering price⁽¹⁾	$	$	$
Underwriting discounts and commissions⁽¹⁾⁽²⁾	$	$	$
Proceeds to us (before expenses)	$	$	$


ABOUT THIS PROSPECTUS			1
PROSPECTUS SUMMARY			3
RISK FACTORS			9
SUMMARY OF RISK FACTORS			9
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			34
USE OF PROCEEDS			35
CAPITALIZATION			36
DILUTION			38
PRINICIPAL STOCKHOLDERS			40
DESCRIPTION OF CAPITAL STOCK			41
DESCRIPTION OF SECURITIES WE ARE OFFERING			46
UNDERWRITING			51
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES			55
LEGAL MATTERS			62
EXPERTS			62
WHERE YOU CAN FIND ADDITIONAL INFORMATION			62
INFORMATION INCORPORATED BY REFERENCE			63


	As of March 31, 2025
In thousands, except share and per share data	Actual	As Adjusted
Cash and cash equivalents	$2,557	$6,757
Mezzanine Equity:
Series J convertible preferred stock, par value $0.0001 per share; authorized 600,000 shares, issued and outstanding 110 and shares, actual and as adjusted, respectively	4	4
Stockholders’ equity:
Series F convertible preferred stock, par value $0.0001 per share; 18,000 shares authorized, 127 shares issued and outstanding, actual and as adjusted
Preferred stock, par value $0.0001 per share; 39,352,000 shares authorized, none outstanding, actual and as adjusted	—	—
Common stock, par value $0.0001 per share; 100,000,000 shares authorized, 4,373,968 and shares issued and outstanding actual and as adjusted, respectively	—	—
Additional paid-in capital	305,432	309,632
Accumulated deficit	(301,805)	(301,805)
Total stockholders’ equity	$3,578	$7,778


Assumed public offering price per share of common stock and accompanying common warrants		$0.928
Net tangible book value per share as of March 31, 2025	$0.82
Decrease in net tangible book value per share attributable to new investors in this offering	$0.02
As adjusted net tangible book value per share after giving effect to this offering		$0.80
Dilution per share to new investors participating in this offering		$0.13


Executive Officers, Directors and Greater than 5% Stockholders	Number of Shares Beneficially Owned	Percent Ownership Prior to the Offering	Percent Ownership Following the Offering
John L. Erb⁽¹⁾	69,028	1.6%	*
Michael McCormick.	595	*	*
Maria Rosa Costanzo, M.D.	—	*	*
Archelle Georgiou, M.D.	324	*	*
Gregory D. Waller⁽²⁾	67	*	*
David McDonald	324	*	*
Robert B. Scott⁽³⁾	264	*	*
Nestor Jaramillo, Jr.⁽⁴⁾	464	*	*
Neil P. Ayotte⁽⁵⁾	159	*	*
All current executive officers and directors as a group (8 persons)⁽⁶⁾	70,761	1.6%	*

(State or Other Jurisdiction of
Incorporation or Organization)

(Primary Standard Industrial
Classification Code Number)

(I.R.S. Employer
Identification Number)

Amendment: SEC Form S-1/A filed by Nuwellis Inc.