S-3 1 ny20080465x1_s3.htm S-3

As filed with the Securities and Exchange Commission on August 18, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

NUWELLIS, INC.

(Exact name of registrant as specified in its charter)


Delaware			68-0533453
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)

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)

Michael K. McCormick

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)

Copy to:

Phillip D. Torrence, Esq.

Jessica M. Herron, Esq.

N. Danny Shulman, Esq.

Michael J. Rosenberg, Esq.

Honigman LLP

650 Trade Centre Way, Suite 200

Kalamazoo, Michigan 49002

Tel: (269) 337-7700

Fax: (269) 337-7703

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

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐

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, other than securities offered only in connection with dividend or interest reinvestment plans, 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 registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

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.


			Page
ABOUT THIS PROSPECTUS			1
PROSPECTUS SUMMARY			2
THE OFFERING			3
RISK FACTORS			4
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			5
USE OF PROCEEDS			7
DESCRIPTION OF PRIVATE PLACEMENT AND WARRANT INDUCEMENT OFFERING			8
SELLING STOCKHOLDERS			9
PLAN OF DISTRIBUTION			11
DESCRIPTION OF OUR CAPITAL STOCK			13
LEGAL MATTERS			18
EXPERTS			18
WHERE YOU CAN FIND MORE INFORMATION			19
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE			20


Name of Selling Stockholder		Number of shares of common stock beneficially owned prior to the offering	Maximum number of shares of common stock to be sold pursuant to this prospectus	Number of shares of common stock beneficially owned after the offering	Percentage of shares of common stock beneficially owned after the offering (%)
(1)	3i, LP	95,600	95,600	0	*
(2)	Anson Investments Master Fund LP	193,050	193,050	0	*
(3)	Armistice Capital Master Fund Ltd.	193,050	193,050	0	*
(4)	BPY Limited	36,328	36,328	0	*
(5)	Intracoastal Capital, LLC	155,536	154,440	1,096	*
(6)	Lind Global Fund III LP	360,545	193,050	167,495	4.59%
(7)	Nomis Bay Ltd.	59,272	59,272	0	*
(8)	Orca Capital AG	290,807	193,050	97,757	*
(9)	Robert Forster	193,050	193,050	0	*
(10)	Ladenburg Thalmann & Co. Inc.	58,216	39,327	18,889	*


Item			Amount Paid or to Be Paid
SEC registration fee			$248.94
FINRA filing fee			*
Printing expenses			*
Legal fees and expenses			*
Accounting fees and expenses			*
Transfer agent fees and expenses			*
Miscellaneous fees and expenses			*
Total			$*


		Incorporated By Reference
Exhibit Number	Exhibit Description	Form	File Number	Date of First Filing	Exhibit Number	Filed Herewith
4.4	Certificate of Amendment to Fourth Amended and Restated Certificate of Incorporation	8-K	001-35312	October 12, 2017	3.1
4.5	Certificate of Amendment to Fourth Amended and Restated Certificate of Incorporation	8-K	001-35312	January 2, 2019	3.1
4.6	Certificate of Amendment to Fourth Amended and Restated Certificate of Incorporation	8-K/A	001-35312	October 16, 2020	3.1
4.7	Certificate of Amendment to Fourth Amended and Restated Certificate of Incorporation	8-K	001-35312	April 27, 2021	3.1
4.8	Certificate of Amendment to Fourth Amended and Restated Certificate of Incorporation	8-K	001-35312	December 9, 2022	3.1
4.9	Certificate of Amendment to Fourth Amended and Restated Certificate of Incorporation	8-K	001-35312	June 26, 2024	3.1
4.10	Certificate of Amendment to Fourth Amended and Restated Certificate of Incorporation	8-K	001-35312	July 2, 2025	3.1
4.11	Certificate of Amendment to Fourth Amended and Restated Certificate of Incorporation	8-K	001-35312	June 24, 2026	3.1
4.12	Third Amended and Restated Bylaws	10-Q	001-35312	November 12, 2024	3.13
4.13	Amendment to Third Amended and Restated Bylaws	10-Q	001-35312	November 12, 2024	3.14
4.14	Form of Certificate of Designation of Preferences, Rights and Limitations of Series F Convertible Preferred Stock	S-1/A	333-221010	November 17, 2017	3.7
4.15	Certificate of Designation of Preferences, Rights and Limitations of Series I Convertible Preferred Stock	8-K	001-35312	October 18, 2022	3.1
4.16	Certificate of Designation of Preferences, Rights and Limitations of Series F-1 Convertible Preferred Stock	8-K	001-35312	June 9, 2025	3.1
4.17	Specimen Common Stock Certificate	10	001-35312	September 30, 2011	4.1
4.18	Form of Common Stock Purchase Warrants	8-K	001-35312	August 3, 2026	4.1
4.19	Form of Placement Agent Warrant	8-K	001-35312	August 3, 2026	4.2
4.20	Placement Agency Agreement, dated as of July 31, 2026, by and between the Company and the Placement Agent	8-K	001-35312	August 3, 2026	10.1
4.21	Form of Securities Purchase Agreement, dated as of July 31, 2026, by and among the Company and the Purchaser identified on the signature page thereto	8-K	001-35312	August 3, 2026	10.2


			NUWELLIS, INC.

			By: /s/ Michael K. McCormick
			Michael K. McCormick
			President, Chief Executive Officer, Director


Signature	Title	Date

/s/ Michael K. McCormick	President, Chief Executive Officer (principal executive officer)	August 18, 2026
Michael K. McCormick

/s/ Carisa Schultz	Chief Financial Officer (principal financial officer and principal accounting officer)	August 18, 2026
Carisa Schultz

/s/ Martin J. Emerson	Director	August 18, 2026
Martin J. Emerson	Director

/s/ Archelle Georgiou, M.D.	Director	August 18, 2026
Archelle Georgiou, M.D.	Director

/s/ John L. Erb	Chairman of the Board	August 18, 2026
John L. Erb	Chairman of the Board

/s/ Gregory Waller	Director	August 18, 2026
Gregory Waller	Director

/s/ David McDonald	Director	August 18, 2026
David McDonald	Director