Nuwellis Inc.
10/23/2026 | Press release | Distributed by Public on 10/23/2026 07:19
Corporate Action, Amendments to Bylaws (Form 8-K)
Item 3.03.
Material Modification to Rights of Security Holders.
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.
As previously disclosed, on July 24, 2026, the Company held a special meeting of stockholders (the "Special Meeting"). At the Special 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 October 13, 2026, the Board approved a one-for-nine reverse stock split of the Company's issued and outstanding shares of common stock (the "Reverse Stock Split"). On October 22, 2026, 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 October 26, 2026, and the Company's common stock will begin trading on a split-adjusted basis when the market opens on October 27, 2026.
When the Reverse Stock Split becomes effective, every nine (9) 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 67113Y 884. 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 July 7, 2026, 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.
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