Nuwellis Announces Exercise of Warrants for $5.1 Million of Gross Proceeds
05 11월 2024 - 11:28PM
Nuwellis, Inc. (Nasdaq: NUWE) (“Nuwellis” or the “Company”), a
commercial-stage medical device company committed to transforming
the lives of people with fluid overload, today announced the entry
into definitive agreements for the immediate exercise of certain
outstanding warrants issued by the Company on April 30, 2024
(collectively, the “Existing Warrants”) to purchase up to an
aggregate of 1,832,517 shares of the Company’s common stock at
their current exercise price of $2.10 per share for total gross
proceeds of approximately $3.8 million, prior to deducting
inducement agent fees and estimated offering expenses. An
additional $1.3 million of gross proceeds was received through the
exercise of warrants over the last week in accordance with their
original terms.
Ladenburg Thalmann & Co. Inc. acted as the exclusive warrant
inducement agent for the exercise of the Existing Warrants.
In consideration for the immediate exercise of
the Existing Warrants, the Company will issue Series I common stock
purchase warrants (the “Series I Warrants”) and Series II common
stock purchase warrants (the “Series II Warrants”) to purchase up
to an aggregate of 3,665,034 shares of common stock. The Series I
Warrants will have an exercise price of $1.94, will be exercisable
six (6) months from the date of issuance, and will have a term of
five (5) years from the date of exercisability. The Series II
Warrants will have an exercise price of $1.94, will be exercisable
six (6) months from the date of issuance, and will have a term of
two (2) years from the date of exercisability. The Series I
Warrants and Series II Warrants are fixed priced and do not contain
any variable pricing features.
The Series I Warrants and Series II Warrants
described above were offered in a private placement pursuant to an
applicable exemption from the registration requirements under
Section 4(a)(2) of the Securities Act of 1933 (the “Securities
Act”), and, along with the shares of common stock issuable upon
their exercise, have not been registered under the Securities Act,
and may not be offered or sold in the United States absent
registration with the Securities and Exchange Commission (the
“SEC”) or an applicable exemption from such registration
requirements. The securities were offered only to accredited
investors. The Company has agreed to file a registration statement
with the SEC covering the resale of the shares of common stock
issuable upon exercise of the Series I Warrants and Series II
Warrants.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy any of the
securities described therein, nor shall there be any sales of these
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of such jurisdiction.
About NuwellisNuwellis, Inc.
(Nasdaq: NUWE) is a medical device 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.
About the Aquadex
SmartFlow® System
The Aquadex SmartFlow system delivers clinically
proven therapy using a simple, flexible, and smart method of
removing excess fluid from patients suffering from hypervolemia
(fluid overload). The Aquadex SmartFlow system is indicated for
temporary (up to 8 hours) or extended (longer than 8 hours in
patients who require hospitalization) use in adult and pediatric
patients weighing 20 kg or more whose fluid overload is
unresponsive to medical management, including diuretics. All
treatments must be administered by a health care provider, within
an outpatient or inpatient clinical setting, under physician
prescription, both having received training in extracorporeal
therapies.
Forward-Looking Statements
Certain statements in this release may be
considered forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Forward-looking
statements in this press release include, without limitation,
statements with respect to the completion of the offering and the
satisfaction of customary closing conditions related to the
offering. Forward-looking statements are predictions, projections
and other statements about future events that are based on current
expectations and assumptions and, as a result, are subject to risks
and uncertainties. Many factors could cause actual future events to
differ materially from the forward-looking statements in this
release, including, without limitation, uncertainties related to
market conditions, the satisfaction of customary closing conditions
related to the offering, those risks associated with our ability to
execute on our commercialization strategy, the possibility that we
may be unable to raise sufficient funds necessary for our
anticipated operations, our post-market clinical data collection
activities, benefits of our products to patients, our expectations
with respect to product development and commercialization efforts,
our ability to increase market and physician acceptance of our
products, potentially competitive product offerings, intellectual
property protection, our ability to integrate acquired businesses,
our expectations regarding anticipated synergies with and benefits
from acquired businesses, and other risks and uncertainties
described in our filings with the SEC. Forward-looking statements
speak only as of the date when made. Nuwellis does not assume any
obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise.
CONTACTS
INVESTORS:Robert ScottChief Financial Officer,
Nuwellis, Inc.ir@nuwellis.com
Vivian CervantesGilmartin Group
LLCvivian.cervantes@gilmartinir.com
Source: Nuwellis, Inc.
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