424B5 1 ny20079225x1_424b5.htm 424B5

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-280647

PROSPECTUS SUPPLEMENT

(To prospectus dated July 9, 2024)

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 share of 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, warrants to purchase an aggregate of 1,310,890 shares of Common Stock (the “Private Placement Warrants”). Each Private Placement Warrant will have an exercise price of $2.59 per share of Common Stock and will be exercisable at any time after its original issuance for a term of five years following the date of effectiveness of the registration statement for the purposes of registering the shares of Common Stock underlying the Private Placement Warrants. The Private Placement Warrants and Common Stock issuable upon exercise of the Private Placement Warrants are not being registered under the Securities Act of 1933, as amended (the “Securities Act”), are not being offered pursuant to this prospectus supplement and the accompanying prospectus and are being offered pursuant to the exemption from registration provided in Section 4(a)(2) under the Securities Act and/or Rule 506(b) promulgated thereunder.

Our Common Stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “NUWE.” On July 30, 2026, the last reported 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 Form S-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 reported sale price per share of our Common Stock on Nasdaq on June 1, 2026. During the 12-calendar month period that ends on, and includes, the date of this prospectus supplement, we have previously sold $3,242,030 of securities pursuant to General Instruction I.B.6 of Form S-3.

We have engaged Ladenburg Thalmann & Co. Inc., or the placement agent, as our exclusive placement agent in connection with this offering. We have agreed to pay the placement agent a cash fee equal to 9.0% of the aggregate gross proceeds raised in this offering as set forth in the table below. We will also issue to the Placement Agent, or its designees, warrants to purchase up to 39,327 shares of our Common Stock (the “Placement Agent Warrants”) as part of the compensation payable to the Placement Agent in connection with this offering. The Placement Agent Warrants are not being registered pursuant to this prospectus supplement and the accompanying prospectus. The Placement Agent Warrants will have substantially the same terms as the Private Placement Warrants described above, except that the Placement Agent Warrants will have an exercise price of $4.2735 per share and will expire five (5) years from issuance. See “Plan of Distribution” beginning on page S-13 of this prospectus supplement for more information.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page S-6 of this prospectus supplement and page 8 of the accompanying prospectus, as well as the risks described in our Annual Report on Form 10-K for the year ended December 31, 2025, which is incorporated by reference herein, and the other reports we file with the Securities 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 agent for 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 our Common 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 by the Company in this offering. See “Plan of Distribution” beginning on page S-13 of 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 or Placement 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 or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Delivery of the shares of the Common Stock being offered pursuant to this prospectus supplement and the accompanying prospectus is expected to be made on or about August 3, 2026, subject to satisfaction of customary closing conditions.

Ladenburg Thalmann

The date of this prospectus supplement is July 31, 2026.


			Page
Prospectus Supplement
About This Prospectus Supplement			S-ii
Special Note Regarding Forward-Looking Statements			S-iv
Prospectus Supplement Summary			S-1
The Offering			S-4
Risk Factors			S-6
Use of Proceeds			S-10
Concurrent Private Placement of Warrants			S-11
Plan of Distribution			S-13
Legal Matters			S-15
Experts			S-15
Where You Can Find More Information			S-15
Incorporation of Certain Information by Reference			S-16


Prospectus
About This Prospectus			ii
Prospectus Summary			1
Risk Factors			8
Special Note Regarding Forward-Looking Statements			9
Use of Proceeds			10
Description of Common Stock			11
Description of Preferred Stock			16
Description of Debt Securities			18
Description of Warrants			24
Legal Ownership of Securities			26
Plan of Distribution			29
Legal Matters			31
Experts			31
Where You Can Find More Information			32
Incorporation of Certain Information By Reference			33

Per Share of
Common Stock

Offering Price

$3,395,205

Placement Agent fees⁽¹⁾

Proceeds, before expenses, to us⁽²⁾

$3,089,637