UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 
FORM 8-K
 
Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): May 19, 2023
 
Nuwellis, Inc.
(Exact Name of Registrant as Specified in its Charter)

Delaware
001-35312
No. 68-0533453
(State or Other Jurisdiction of Incorporation or Organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
 
12988 Valley View Road, Eden Prairie, MN 55344
(Address of Principal Executive Offices) (Zip Code)
 
(952) 345-4200
 
(Registrant’s Telephone Number, Including Area Code)
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.0001 per share
NUWE
Nasdaq Capital Market
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
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 13(a) of the Exchange Act. ☐



Item 5.07
Submission of Matters to a Vote of Security Holders.

(a)  At the annual meeting of stockholders (the “Annual Meeting”) of Nuwellis, Inc. (the “Company”) held on May 19, 2023, stockholders (i) elected two Class I director nominees to the Company’s board of directors to serve three-year terms; and (ii) approved, on an advisory basis, Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023.
 
For Proposal 1, the two nominees receiving the highest number of “FOR” votes at the Annual Meeting were elected as Class I directors. Proposal 2 required the affirmative vote of holders of a majority of shares entitled to vote and present at the Annual Meeting, virtually via the internet or by proxy. The proposals are described in detail in the Company’s definitive proxy statement filed on April 7, 2023 with the Securities and Exchange Commission.

A total of 532,066 shares of the Company’s common stock were present at the Annual Meeting virtually or by proxy, which represents approximately 44% of the shares of common stock outstanding as of the record date for the Annual Meeting.
 
(b)   The results of the voting are shown below.
 
Proposal 1 — Election of Directors
 
Class III Nominees
Votes For
Votes Withheld
Broker Non-Votes
Nestor Jaramillo, Jr.
94,426
38,338
399,302
Warren Watson
95,208
37,556
399,302
 
Proposal 2—Advisory Approval of Independent Registered Public Accounting Firm for 2023
 
Votes For
Votes Against
Votes Abstain
501,368
27,443
3,255


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Date: May 19, 2023
NUWELLIS, INC.
       
 
By:
/s/ Nestor Jaramillo, Jr.
 
 
Name:
Nestor Jaramillo, Jr.
 
 
Title:
President and Chief Executive Officer