424B4 1 ny20073226x4_424b4.htm 424B4

Filed pursuant to Rule 424(b)(4)

Registration Nos. 333-296198 and 333-296518

Up to 1,903,338 Shares of Common Stock

Pre-Funded Warrants to Purchase up to 18,096,662 Shares of Common Stock,

Series C Common Warrants to Purchase up to 60,000,000 Shares of Common Stock,

Series D Common Warrants to Purchase up to 20,000,000 Shares of Common Stock

and

Placement Agent Warrants to Purchase up to 600,000 Shares of Common Stock

and

Up to 98,696,662 Shares of Common Stock Issuable Upon Exercise of the Pre-Funded Warrants,

Series C Common Warrants, Series D Common Warrants and Placement Agent Warrants

We are offering, on a reasonable best efforts basis up to 1,903,338 shares of common stock (“common stock” or “Common Stock”), Series C common warrants (“Series C common warrants”) to purchase up to 60,000,000 shares of common stock and Series D common warrants (“Series D common warrants”, and together with the Series C common warrants, the “common warrants”) to purchase up to 20,000,000 shares of common stock at a public offering price of $0.30 per share and accompanying common warrants. Each common warrant will have an exercise price of $0.30, and will be exercisable upon the occurrence of both of the following (i) the effective date of stockholder approval of the issuance of the shares upon exercise of the common warrants (the “Warrant Stockholder Approval”) and (ii) after the effective date of a reverse stock split in an amount sufficient to permit the exercise in full of the common warrants (the “Reverse Stock Split”). The Series C common warrants and the Series D common warrants will expire five years from the Warrant Stockholder Approval. The shares of our common stock and the common warrants are immediately separable and will be issued separately, but they will be purchased together in this offering. In the event that we are unable to obtain the Warrant Stockholder Approval, the common warrants will not be exercisable, and therefore the common warrants may not have any value.

The Series C common warrants will contain a one-time reset of the exercise price in the event 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 and accompanying common warrants in this offering and (ii) 90% of the lowest daily volume weighted average price for the five trading days immediately following the date of the implementation of a reverse stock split. The Series D common warrants will include a zero cash exercise option allowing holders of a Series D common warrant the right to receive, 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 be issuable upon a cash exercise of such Series D common warrant. As a result, we will likely not receive any additional funds and do not expect to receive any additional funds upon the exercise of the Series D common warrants. See “Description of Securities We Are Offering” on page 46 of this prospectus for more information regarding the terms of 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 its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding common stock immediately following the consummation of this offering, the opportunity to purchase, if any such purchaser so chooses, pre-funded warrants to purchase shares of common stock (the “pre-funded warrants”), in lieu of shares of common stock. The purchase price of each pre-funded warrant (and accompanying 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 be exercisable at any time after the date of issuance and will not expire until exercised in full.

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 warrant to purchase one share of common stock) accompanied by a Series C common warrant to purchase three shares of our common stock and a Series D common warrant to purchase one share of our common stock. This prospectus also relates to the offering of common stock issuable upon exercise of the pre-funded warrants and common warrants. We collectively refer to the shares of common stock, pre-funded warrants and common warrants offered hereby, including the shares of common stock underlying the pre-funded warrants and common warrants, as the “securities.”

We will deliver all securities to be issued in connection with this offering delivery versus payment or receipt versus payment, as the case may be, upon our receipt of investor funds. Accordingly, neither we nor the placement agent have made any arrangements to place investor funds in an escrow account or trust account since the placement agent will not receive investor funds in connection with the sale of the securities offered hereunder.

In a concurrent private transaction, we have agreed to reduce the exercise price of up to 3,284,788 outstanding common stock purchase warrants expiring between August 4, 2030 and February 9, 2031, to $0.30. Please see the section of this Prospectus entitled “Warrant Reprice Transaction” for a further description of the transaction. The exercise of the Repriced Warrants will be subject to approval of the Company’s stockholders.

We have engaged Ladenburg Thalmann & Co. Inc., (the “placement agent”), to act as our exclusive placement agent in connection with this offering. The placement agent may be deemed to be an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended. The placement agent has agreed to use its reasonable best efforts to arrange for the sale of the securities offered by this prospectus. The placement agent is not purchasing or selling any of the securities we are offering and the placement agent is not required to arrange the purchase or sale of any specific number of securities or dollar amount. We have agreed to pay to the placement agent the placement agent fees set forth in the table below. There is no arrangement for funds to be received in escrow, trust or similar arrangement. There is no minimum offering requirement as a condition of closing of this offering. We may sell fewer than all of the securities offered hereby, which may significantly reduce the amount of proceeds received by us. Because there is no escrow account and no minimum number of securities or amount of proceeds, investors could be in a position where they have invested in us, but we have not raised sufficient proceeds in this offering to adequately fund the intended uses of the proceeds as described in this prospectus.

Our common stock is listed on Nasdaq under the symbol “NUWE.” On June 4, 2026, the last reported sale price of our common stock on Nasdaq was $0.431 per 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 to apply for a listing of the pre-funded warrants or common warrants on any securities exchange or other nationally recognized trading system. Without an active trading market, the liquidity of the pre-funded warrants or common warrants will be limited.


	Per Share and Accompanying Common Warrants	Per Pre-Funded Warrant and Accompanying Common Warrants	Total(2)
Public offering price(1)	$0.300	$0.2999	$6,000,000
Placement Agent Fees(1)	$0.027	$0.0270	$540,000
Proceeds to us (before expenses)	$0.273	$0.2729	$5,460,000

(1)

We have agreed to pay the placement agent a cash fee equal to 9% of the aggregate gross proceeds raised in this offering, and to reimburse the placement agent for certain of its offering-related expenses. See “Plan of Distribution” for a description of the compensation to be received by the placement agent.

(2)	See “Plan of Distribution” for additional information regarding compensation to be paid to the placement agent.

We have agreed to issue to the placement agent, or its designees, warrants to purchase the number of shares of common stock equal to 3.0% of the aggregate number of shares of common stock and/or pre-funded warrants sold in this offering (the “Placement Agent Warrants”). The Placement Agent Warrants will have an exercise price of $0.495 and will be exercisable for five years from the commencement of sales of the offering.

Delivery of securities to purchasers in the offering is expected to be made on or about June 8, 2026, subject to the satisfaction of customary closing conditions.

We are a “smaller reporting company” as defined under U.S. federal securities laws and, as such, have elected to comply with reduced public company reporting requirements. See “Prospectus Summary — Implications of Being a Smaller Reporting Company.” This prospectus complies with the requirements that apply to an issuer that is a smaller reporting company.

An investment in our securities involves a high degree of risk. Before making any investment decision, you should carefully read the discussion of the material risks of investing in our securities in “Risk Factors” beginning on page 7 of this prospectus and under similar headings in any amendment or supplement to this prospectus or in any filing with the Securities and Exchange Commission that is incorporated by reference herein.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

Ladenburg Thalmann

The date of this prospectus is June 5, 2026


ABOUT THIS PROSPECTUS			1
PROSPECTUS SUMMARY			2
RISK FACTORS			7
SUMMARY OF RISK FACTORS			7
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			34
USE OF PROCEEDS			35
CAPITALIZATION			36
PRINCIPAL STOCKHOLDERS			38
DESCRIPTION OF CAPITAL STOCK			39
DESCRIPTION OF SECURITIES WE ARE OFFERING			44
WARRANT REPRICE TRANSACTION			48
PLAN OF DISTRIBUTION			49
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES			52
LEGAL MATTERS			59
EXPERTS			59
WHERE YOU CAN FIND ADDITIONAL INFORMATION			59
INFORMATION INCORPORATED BY REFERENCE			60


	As of March 31, 2026
In thousands, except share and per share data	Actual	As Adjusted
Cash and cash equivalents	$2,083	7,283
Mezzanine Equity:
Series J convertible preferred stock, par value $0.0001 per share; authorized 600,000 shares, issued and outstanding 147 and 147 shares, actual and as adjusted, respectively	8	8
Stockholders’ equity:
Series A junior participating preferred stock as of March 31, 2026 and December 31, 2025, par value $0.0001 per share; authorized 30,000 shares, none outstanding	—	—
Series F convertible preferred stock as of March 31, 2026 and December 31, 2025, par value $0.0001 per share; authorized 18,000 shares, issued and outstanding 27 and 127 shares, respectively	—	—
Series F-1 convertible preferred stock as of March 31, 2026 and December 31, 2025, par value $0.0001 per share; authorized 100 shares, issued and outstanding 34 and 34 shares, respectively	—	—
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, 2,635,718 and 22,635,718 shares issued and outstanding actual and as adjusted, respectively	—	—
Additional paid-in capital	323,506	328,706
Accumulated deficit	(320,853)	(320,853)
Total stockholders’ equity	$2,661	7,861


Executive Officers, Directors and Greater than 5% Stockholders	Number of Shares Beneficially Owned	Percent Ownership Prior to the Offering⁽²⁾
John L. Erb⁽¹⁾	42,893	1.5%
Archelle Georgiou, M.D.⁽³⁾	1,547	*
Martin Emerson⁽³⁾	1,124	*
Gregory D. Waller⁽³⁾	1,541	*
David McDonald⁽³⁾	1,547	*
Robert B. Scott	—	*
Nestor Jaramillo, Jr.	—	*
Carisa Schultz	—	*
Neil P. Ayotte	3	*
All current executive officers and directors as a group (7 persons)	48,655	1.7%


	Per Share and Accompanying Common Warrants	Per Pre-Funded Warrant and Accompanying Common Warrants	Total
Public offering price	$0.30	$0.2999	$6,000,000
Placement agent fees	$0.027	$0.0270	$540,000
Proceeds to us, before expenses	$0.273	$0.2729	$5,460,000

SEC Form 424B4 filed by Nuwellis Inc.