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): June 26, 2024
(Exact Name of Registrant as Specified in its Charter)
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No.
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(State or Other Jurisdiction of Incorporation or Organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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(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:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 3.03 |
Material Modification to Rights of Security Holders.
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To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is
incorporated herein by reference.
| Item 5.03 |
Amendment to Articles of Incorporation or Bylaws, Change in Fiscal Year.
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On June 6, 2024, Nuwellis, Inc. (the “Company”) held its annual meeting of
stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders approved a proposal to amend the Company’s Fourth Amended and Restated Certificate of Incorporation, as amended
(the “Certificate of Incorporation”), to effect a reverse stock split of its outstanding common stock at a ratio in the range of one-for-five to one-for-seventy, to be determined at the
discretion of the Board of Directors of the Company (the “Board”).
On June 18, 2024, the Board approved a one-for-thirty-five reverse stock split of the Company’s issued and outstanding shares of
common stock (the “Reverse Stock Split”). On June 26, 2024, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Certificate of
Incorporation (the “Certificate of Amendment”) to effect the Reverse Stock Split. The Reverse Stock Split will become effective as of 5:00 p.m. Eastern Time on June 27, 2024, and the
Company’s common stock will begin trading on a split-adjusted basis when the market opens on June 28, 2024.
When the Reverse Stock Split becomes effective, every thirty-five shares of the Company’s issued and outstanding common stock (and
such shares held in treasury) will automatically be converted into one share of common stock, without any change in the par value per share. In addition, a proportionate adjustment will be made to the per share exercise price and the number of shares
issuable upon the conversion of the Company’s outstanding shares of preferred stock and exercise of all outstanding stock options, restricted stock units and warrants to purchase shares of common stock and the number of shares reserved for issuance
pursuant to the Company’s equity incentive compensation plans. Any fraction of a share of common stock that would be created as a result of the Reverse Stock Split will be rounded down to the next whole share and the stockholder will receive cash
equal to the market value of the fractional share, determined by multiplying such fraction by the closing sales price of the Company’s common stock as reported on Nasdaq on the last trading day before the Reverse Stock Split becomes effective.
The Company’s common stock will continue to trade on the Nasdaq Capital Market under the symbol “NUWE.” The new CUSIP number for
common stock following the Reverse Stock Split will be 67113Y603.
Equiniti Trust Company, LLC, the Company’s transfer agent, will act as the exchange agent for the Reverse Stock Split.
For more information about the Reverse Stock Split, see the Company’s
Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission and mailed to the Company’s stockholders on or about May 17, 2024, the relevant portions of which are incorporated herein by reference. A copy of the Certificate of Amendment
is attached as Exhibit 3.1 hereto and incorporated herein by reference.
| Item 7.01. |
Regulation FD Disclosure.
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On June 26, 2024, the Company issued a press release announcing the Reverse Stock Split. The press release is furnished as Exhibit 99.1
and incorporated by reference herein.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished, shall not be deemed “filed” for any
purpose, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such a filing.
| Item 9.01 |
Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit Number
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Description
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Certificate of Amendment to Fourth Amended and Restated Certificate of Incorporation, as amended, of Nuwellis, Inc.
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Press Release dated June 26, 2024 announcing the Reverse Stock Split
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Cover Page Interactive Data File (embedded within Inline XBRL document). |
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.
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Date: June 26, 2024
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NUWELLIS, INC.
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By:
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/s/ Nestor Jaramillo, Jr
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Name:
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Nestor Jaramillo, Jr. | ||
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Title:
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President and Chief Executive Officer | ||
Exhibit 3.1
CERTIFICATE OF
AMENDMENT TO THE
FOURTH AMENDED AND
RESTATED CERTIFICATE OF
INCORPORATION OF
NUWELLIS, INC.
NUWELLIS, INC. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify that:
FIRST: The name of the Corporation is Nuwellis, Inc. and the date on which the
Fourth Amended and Restated Certificate of Incorporation of the Corporation was originally filed with the Secretary of State of the State of Delaware was September 20, 2011 (the “Fourth Amended and Restated Certificate of Incorporation”);
SECOND: The Board of Directors of the Corporation has duly adopted resolutions
proposing and declaring advisable that the Fourth Amended and Restated Certificate of Incorporation be amended as set forth herein and calling for the consideration and approval thereof at a meeting of the stockholders of the Corporation;
THIRD: The Fourth Amended and Restated Certificate of Incorporation is hereby
amended by deleting the Paragraph A of ARTICLE IV in its entirety and inserting the following in lieu thereof:
“The Corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock”. The total number of shares that the Corporation is authorized to
issue is One Hundred Forty Million (140,000,000) shares, each with a par value of $0.0001 per share. One Hundred Million (100,000,000) shares shall be Common Stock and Forty Million (40,000,000) shares shall be Preferred Stock. Upon the filing and
effectiveness (the “Effective Time”) pursuant to the General Corporation Law of the State of Delaware (the “DGCL”) of this Certificate of Amendment to the Fourth Amended and Restated Certificate of Incorporation of the Corporation, as previously amended (the “Restated Certificate”), each thirty-five (35) shares of the Corporation’s Common Stock issued and outstanding immediately prior to the Effective
Time shall, automatically and without any action on the part of the Corporation or respective holders thereof, be combined and converted into one (1) validly issued, fully paid and non-assessable share of Common Stock (the “Reverse Split”); provided, however, that the Corporation shall issue no fractional shares as a result of the actions set forth herein but shall instead pay to the
holder of such fractional share a sum in cash equal to such fraction multiplied by the closing sales price of the Common Stock as reported on The Nasdaq Capital Market on the last trading day before the Effective Time (as adjusted to give effect to
the Reverse Split).”
FOURTH: Pursuant to a resolution of Board of Directors of the Corporation, this
Certificate of Amendment was submitted to the stockholders of the Company for their approval, and was duly adopted in accordance with the provisions of Section 242 of the DGCL.
FIFTH: This Certificate of Amendment to the Fourth Amended and Restated
Certificate of Incorporation shall have an Effective Time of June 27, 2024 at 5:00 p.m. Eastern Time.
IN WITNESS WHEREOF, Nuwellis, Inc. has caused this Certificate of Amendment to
be executed by its duly authorized officer on this 26th day of June, 2024.
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NUWELLIS, INC.
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By:
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/s/ Nestor Jaramillo, Jr.
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Name:
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Nestor Jaramillo, Jr.
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Title:
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Chief Executive Officer
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Exhibit 99.1
Nuwellis Announces Reverse Stock Split
MINNEAPOLIS, June 26, 2024 (GLOBE NEWSWIRE) -- Nuwellis, Inc. (Nasdaq: NUWE) (“Nuwellis” or the “Company”), a medical technology company focused on transforming the
lives of people with fluid overload, announced today a 1-for-35 reverse split (the “Reverse Stock Split”) of its common stock, par value $0.0001 (the “Common Stock”), effective at 5:00 pm Eastern Time June 27, 2024. Beginning on June 28, 2024,
the Company’s Common Stock will trade on The Nasdaq Capital Market on a split-adjusted basis.
At the Company’s annual meeting of stockholders on June 6, 2024, its stockholders approved a proposal to amend the Company’s Fourth Amended and Restated Certificate
of Incorporation to effect such a reverse split of the Company’s outstanding Common Stock at a ratio in the range of 1-for-5 to 1-for-70 to be determined at the discretion of our Board of Directors.
As a result of the Reverse Stock Split, every thirty-five shares of authorized Common Stock will be automatically combined into one share of Common Stock. The number
of authorized shares of the Company’s Common Stock will remain at 100 million, while the number of outstanding shares will be reduced in accordance with the Reverse Stock Split. Any fraction of a share of Common Stock that would be created as a
result of the Reverse Stock Split will be rounded down to the next whole share and the stockholder will receive cash equal to the market value of the fractional share, determined by multiplying such fraction by the closing sales price of the
Company’s Common Stock as reported on Nasdaq on the last trading day before the Reverse Stock Split becomes effective (on a split-adjusted basis).
The Company’s Common Stock will continue to trade on The Nasdaq Capital Market under the symbol “NUWE”. The new CUSIP number for the Common Stock following the
reverse split is 67113Y603.
Additional information about the Reverse Stock Split can be found in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on
May 17, 2024, a copy of which is also available on the Company’s website under the Investor Relations page.
About Nuwellis
Nuwellis, Inc. (Nasdaq: NUWE) is a medical technology company dedicated to transforming the lives of patients suffering from fluid overload through science,
collaboration, and innovation. The company is focused on commercializing the Aquadex SmartFlow® system for ultrafiltration therapy. Nuwellis is headquartered in Minneapolis, with a wholly owned subsidiary in Ireland. For more information visit
www.nuwellis.com or visit us on LinkedIn or Twitter
Investor:
Vivian Cervantes
Gilmartin Group
ir@nuwellis.com