Nuwellis Inc.

06/09/2025 | Press release | Distributed by Public on 06/09/2025 07:12

Material Agreement, Private Placement, Amendments to Bylaws (Form 8-K)

Item 1.01
Entry into a Material Definitive Agreement.

The information included in Item 5.03 of this Current Report is hereby incorporated by reference into this Item 1.01.

Item 3.02
Unregistered Sales of Equity Securities.

The information included in Item 5.03 of this Current Report is hereby incorporated by reference into this Item 3.02.

Item 5.03
Amendments to Articles of Incorporation; Change in Fiscal Year.

On June 6, 2025, Nuwellis, Inc. (the "Company") filed the Certificate of Designation of Preferences, Rights and Limitations of Series F-1 Convertible Preferred Stock (the "F-1 Certificate of Designation") with the Secretary of State of the State of Delaware, authorizing the issuance of 100 shares of Series F-1 Convertible Preferred Stock (the "Series F-1 Stock"). The terms of the Series F-1 Stock are substantially similar to the terms of the Company's existing Series F Convertible Preferred Stock (the "Existing Series F Stock"), that were issued pursuant to the Certificate of Designation of Preferences, Rights and Limitations of Series F Convertible Preferred Stock that was filed with the Secretary of State of the State of Delaware on November 22, 2017, except that the F-1 Certificate of Designation provides that the Company shall not affect any conversion of the shares of Series F-1 Stock to the extent that, after giving effect to an attempted conversion, the holder of shares of Series F-1 Stock (together with such holder's affiliates and any persons acting as a group together with such holder or any of such holder's affiliates) would beneficially own a number of shares of common stock in excess of 19.99% of the shares of common stock then outstanding.
On June 9, 2025, the Company entered into a Securities Exchange Agreement (the "Exchange Agreement") with John L. Erb, the Company's Chief Executive Officer and member of the board of directors, pursuant to which the Company agreed to issue 100 shares of the Company's newly designated Series F-1 Stock in exchange for 100 shares of the Company's outstanding Existing Series F Stock (the "Exchange"). Following the Exchange, Mr. Erb will own 100% of the Series F-1 Stock.
The foregoing summaries of the Exchange Agreement and F-1 Certificate of Designation do not purport to be complete and are subject to, and qualified entirely by, the documents attached as Exhibits 10.1 and 3.1 to this Current Report on Form 8-K, which are incorporated herein by reference.
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