UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Nuwellis, Inc.
(Name of Issuer)
Common stock, par value $0.0001 per share
(Title of Class of Securities)
67113Y405
(CUSIP Number)
August 23, 2024
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
* | The remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not
be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise
subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
1. |
Names of Reporting Persons.
Mitchell P. Kopin |
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐ |
3. |
SEC Use Only
|
4. |
Citizenship or Place of Organization
|
United States of America |
Number of
Shares Beneficially
Owned by Each
Reporting
Person With: |
5. |
Sole Voting Power
|
0 |
6. |
Shared Voting Power
|
98,050 |
7. |
Sole Dispositive Power
|
0 |
8. |
Shared Dispositive Power
|
98,050 |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
|
98,050 (see Item 4) |
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ☐
|
11. |
Percent of Class Represented by Amount in Row (9)
|
4.99% (see Item 4) |
12. |
Type of Reporting Person (See Instructions)
IN; HC |
1. |
Names of Reporting Persons.
Daniel B. Asher |
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐ |
3. |
SEC Use Only
|
4. |
Citizenship or Place of Organization
|
United States of America |
Number of
Shares Beneficially
Owned by Each
Reporting
Person With: |
5. |
Sole Voting Power
|
0 |
6. |
Shared Voting Power
|
98,050 |
7. |
Sole Dispositive Power
|
0 |
8. |
Shared Dispositive Power
|
98,050 |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
|
98,050 (see Item 4) |
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ☐
|
11. |
Percent of Class Represented by Amount in Row (9)
|
4.99% (see Item 4) |
12. |
Type of Reporting Person (See Instructions)
IN; HC |
1. |
Names of Reporting Persons.
Intracoastal Capital LLC |
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐ |
3. |
SEC Use Only
|
4. |
Citizenship
or Place of Organization
|
Delaware |
Number of
Shares Beneficially
Owned by Each
Reporting
Person With: |
5. |
Sole Voting Power
|
0 |
6. |
Shared Voting Power
|
98,050 |
7. |
Sole Dispositive Power
|
0 |
8. |
Shared Dispositive Power
|
98,050 |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
|
98,050 (see Item 4) |
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ☐
|
11. |
Percent of Class Represented by Amount in Row (9)
|
4.99% (see Item 4) |
12. |
Type of Reporting Person (See Instructions)
OO |
Item 1.
(a) Name of Issuer
Nuwellis, Inc. (the “Issuer”)
(b) Address of Issuer’s Principal Executive
Offices
12988 Valley View Road
Eden Prairie, Minnesota 55344
Item 2.
(a) Name of Person Filing
(b) Address of Principal Business Office or, if none, Residence
(c) Citizenship
This Schedule 13G is being filed on behalf of (i) Mitchell P. Kopin, an
individual who is a citizen of the United States of America (“Mr. Kopin”), (ii) Daniel B. Asher, an individual who
is a citizen of the United States of America (“Mr. Asher”) and (iii) Intracoastal Capital LLC, a Delaware limited liability
company (“Intracoastal” and together with Mr. Kopin and Mr. Asher, collectively the “Reporting Persons”).
The Reporting Persons have entered into
a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1, pursuant to which the Reporting Persons
have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934,
as amended.
The principal business office of Mr. Kopin and Intracoastal is 245 Palm
Trail, Delray Beach, Florida 33483.
The principal business office of Mr. Asher is 111 W. Jackson Boulevard,
Suite 2000, Chicago, Illinois 60604.
(d) Title of Class of Securities
Common stock, par value $0.0001 per share, of the Issuer (the “Common
Stock”).
(e) CUSIP Number
67113Y405
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
Not applicable.
Item 4. Ownership.
(a) and (b):
(i)
Immediately following the execution of the Securities Purchase Agreement with the
Issuer on August 23 2024 (the “SPA”) (as disclosed in the Form 8-K filed by the Issuer with the Securities and Exchange
Commission on August 26, 2024), each of the Reporting Persons may have been deemed to have beneficial ownership of 81,301 shares of Common
Stock to be issued to Intracoastal at the closing of the transaction contemplated by the SPA, and all such shares of Common Stock in the
aggregate represent beneficial ownership of approximately 5.6% of the Common Stock, based on (1) 1,383,539 shares of Common Stock outstanding
prior to the execution of the SPA as reported to the Reporting Persons by the Issuer, plus (2) 81,301 shares of Common Stock to be issued
to Intracoastal at the closing of the transaction contemplated by the SPA. The foregoing excludes (I) 81,301 shares of Common Stock
issuable upon exercise of a warrant to be issued to Intracoastal at the closing of the transaction contemplated by the SPA (“Intracoastal
Warrant 1”) because Intracoastal Warrant 1 contains a blocker provision under which the holder thereof does not have the right
to exercise Intracoastal Warrant 1 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the
holder thereof, together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of
the holder’s affiliates, of more than 4.99% of the Common Stock, (II) 847 shares of Common Stock issuable upon exercise of a warrant
held by Intracoastal (“Intracoastal Warrant 2”) because Intracoastal Warrant 2 contains a blocker provision under which
the holder thereof does not have the right to exercise Intracoastal Warrant 2 to the extent (but only to the extent) that such exercise
would result in beneficial ownership by the holder thereof, together with the holder’s affiliates, and any other persons acting
as a group together with the holder or any of the holder’s affiliates, of more than 4.99% of the Common Stock, (III) 250,994 shares
of Common Stock issuable upon exercise of a second warrant held by Intracoastal (“Intracoastal Warrant 3”) because
Intracoastal Warrant 3 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant
3 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with
the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates,
of more than 4.99% of the Common Stock and (IV) 103,774 shares of Common Stock issuable upon exercise of a third warrant held by Intracoastal
(“Intracoastal Warrant 4”) because Intracoastal Warrant 4 contains a blocker provision under which the holder thereof
does not have the right to exercise Intracoastal Warrant 4 to the extent (but only to the extent) that such exercise would result in beneficial
ownership by the holder thereof, together with the holder’s affiliates, and any other persons acting as a group together with the
holder or any of the holder’s affiliates, of more than 4.99% of the Common Stock. Without such blocker provisions, each of the Reporting
Persons may have been deemed to have beneficial ownership of 518,217 shares of Common Stock.
(ii) As
of the close of business on August 30, 2024, each of the Reporting
Persons may have been deemed to have beneficial ownership of 98,050 shares of Common Stock, which consisted of (i) 81,301 shares of Common
Stock issuable upon exercise of Intracoastal Warrant 1, (ii) 847 shares of Common Stock issuable upon exercise of Intracoastal Warrant
2 and (iii) 15,902 shares of Common Stock issuable upon exercise of Intracoastal Warrant 3, and all such shares of Common Stock in the
aggregate represent beneficial ownership of approximately 4.99% of the Common Stock, based on (1) 1,383,539 shares of Common Stock outstanding
prior to the execution of the SPA as reported to the Reporting Persons by the Issuer, plus (2) 483,351 shares of Common Stock issued at
the closing of the transaction contemplated by the SPA, (3) 81,301 shares of Common Stock issuable upon exercise of Intracoastal Warrant
1, (4) 847 shares of Common Stock issuable upon exercise of Intracoastal Warrant 2 and (5) 15,902 shares of Common Stock issuable upon
exercise of Intracoastal Warrant 3. The foregoing excludes (I) 235,092 shares of Common Stock issuable upon exercise of Intracoastal Warrant
3 because Intracoastal Warrant 3 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal
Warrant 3 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together
with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates,
of more than 4.99% of the Common Stock and (II) 103,774 shares of Common Stock issuable upon exercise of Intracoastal Warrant 4 because
Intracoastal Warrant 4 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant
4 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with
the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates,
of more than 4.99% of the Common Stock. Without such blocker provisions, each of the Reporting Persons may have been deemed to have beneficial
ownership of 436,916 shares of Common Stock.
(c) Number of shares as to
which each Reporting Person has:
| (i) | Sole
power to vote or to direct the vote: 0 . |
| (ii) | Shared
power to vote or to direct the vote: 98,050
. |
| (iii) | Sole
power to dispose or to direct the disposition of 0
. |
| (iv) | Shared
power to dispose or to direct the disposition of 98,050
. |
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being
filed to report the fact that as of the date hereof the reporting person has ceased to be
the beneficial owner of more than 5 percent of the class of securities, check the following þ.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction
having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: August 30, 2024
|
/s/ Mitchell P. Kopin |
|
Mitchell P. Kopin |
|
|
|
/s/ Daniel B. Asher |
|
Daniel B. Asher |
|
|
|
Intracoastal Capital LLC |
|
|
|
By: |
/s/ Mitchell P. Kopin |
|
|
Mitchell P. Kopin, Manager |
Exhibit 1
JOINT FILING AGREEMENT
The undersigned acknowledge
and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments
to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing
agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and
accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information
is inaccurate.
Date: August 30, 2024
|
/s/ Mitchell P. Kopin |
|
Mitchell P. Kopin |
|
|
|
/s/ Daniel B. Asher |
|
Daniel B. Asher |
|
|
|
Intracoastal Capital LLC |
|
|
|
By: |
/s/ Mitchell P. Kopin |
|
|
Mitchell P. Kopin, Manager |
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