S-1/A 1 ny20033942x3_s1a.htm S-1/A

As filed with the Securities and Exchange Commission on August 28, 2024

Registration No. 333-281563

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Nuwellis, Inc.

(Exact name of registrant as specified in its charter)

Delaware			3845			68-0533453
(State or Other Jurisdiction of Incorporation or Organization)			(Primary Standard Industrial Classification Code Number)			(I.R.S. Employer Identification Number)

12988 Valley View Road

Eden Prairie, Minnesota 55344

(952) 345-4200

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Nestor Jaramillo, Jr.

Chief Executive Officer

Nuwellis, Inc.

12988 Valley View Road

Eden Prairie, Minnesota 55344

(952) 345-4200

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Phillip D. Torrence, Esq.

Jessica M. Herron, Esq.

Honigman LLP

65 Trade Centre Way, Suite 200

Kalamazoo, Michigan 49002

Tel: (269) 337-7700

Fax: (269) 337-7703

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

			Page
ABOUT THIS PROSPECTUS			ii
PROSPECTUS SUMMARY			1
THE OFFERING			2
RISK FACTORS			4
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			7
USE OF PROCEEDS			10
SELLING SECURITYHOLDERS			11
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			14
PLAN OF DISTRIBUTION			15
DESCRIPTION OF OUR CAPITAL STOCK			17
LEGAL MATTERS			25
EXPERTS			25
WHERE YOU CAN FIND MORE INFORMATION			26
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE			27

Name of Selling Securityholder		Number of shares of common stock beneficially owned prior to the offering	Maximum number of shares of common stock to be sold pursuant to this prospectus	Number of shares of common stock beneficially owned after the offering	Percentage of shares of common stock beneficially owned after the offering (%)
(1)	Armistice Capital, LLC	878,988	377,000	501,988	24.4
(2)	Hudson Bay Master Fund Ltd.	807,288	305,300	501,988	24.4
(3)	Bigger Capital Fund, LP.	262,701	139,680	123,021	6
(4)	District 2 Capital Fund LP	390,672	139,678	250,994	12.2
(5)	Alto Opportunity Master Fund, SPC – Segregated Master Fund Portfolio B	339,769	103,774	235,995	11.5
(6)	L1 Capital Global Opportunities Master Fund	372,518	171,524	200,994	9.8
(7)	Intracoastal Capital, LLC	436,078	185,075	251,003	12.2

Name of Beneficial Owner	Number of Shares	Right to Acquire ⁽¹⁾	Total	Aggregate Percent of Class ⁽²⁾
Executive Officers and Directors
John L. Erb	—	69,028 ⁽⁴⁾	69,028	3.7%
Michael McCormick	—	595	595	*
Maria Rosa Costanzo, M.D.	—	—	—	—
Archelle Georgiou, M.D.	—	2 97	2 97	*
Gregory D. Waller	—	67	67	*
David McDonald	—	2 97	2 97	*
Robert B. Scott	—	1 3	1 3	*
Nestor Jaramillo, Jr.	117	314	4 31	*
Neil P. Ayotte	—	1 11	1 11	*
Lynn Blake	3	—	3	*
All current directors and executive officers as a group (9 persons)	117	70,722	70,839	3.8%

Item			Amount Paid or to Be Paid
SEC registration fee			$415
FINRA filing fee			*
Printing expenses			*
Legal fees and expenses			*
Accounting fees and expenses			*
Transfer agent fees and expenses			*
Miscellaneous fees and expenses			*
Total			$ *

		Incorporated By Reference
Exhibit Number	Exhibit Description	Form	File Number	Date of First Filing	Exhibit Number	Filed Herewith
3.1	Fourth Amended and Restated Certificate of Incorporation	10	001-35312	February 1, 2012	3.1
3.2	Certificate of Amendment to Fourth Amended and Restated Certificate of Incorporation	8-K	001-35312	January 13, 2017	3.1
3.3	Certificate of Amendment to Fourth Amended and Restated Certificate of Incorporation	8-K	001-35312	May 23, 2017	3.1
3.4	Certificate of Amendment to Fourth Amended and Restated Certificate of Incorporation	8-K	001-35312	October 12, 2017	3.1
3.5	Certificate of Amendment to Fourth Amended and Restated Certificate of Incorporation	8-K	001-35312	January 2, 2019	3.1
3.6	Certificate of Amendment to Fourth Amended and Restated Certificate of Incorporation	8-K/A	001-35312	October 16, 2020	3.1
3.7	Certificate of Amendment to Fourth Amended and Restated Certificate of Incorporation	8-K	001-35312	April 27, 2021	3.1
3.8	Certificate of Amendment to Fourth Amended and Restated Certificate of Incorporation	8-K	001-35312	December 9, 2022	3.1
3.9	Certificate of Amendment to Fourth Amended and Restated Certificate of Incorporation	8-K	001-35312	June 26, 2024	3.1
3.10	Third Amended and Restated Bylaws	8-K	001-35312	April 27, 2021	3.2
3.11	Amendment to Third Amended and Restated Bylaws	8-K	001-35312	October 5, 2022	3.1
3.12	Form of Certificate of Designation of Series F Convertible Preferred Stock	S-1/A	333-221010	November 17, 2017	3.7
3.13	Certificate of Designation of Preferences, Rights and Limitations, filed with the Delaware Secretary of State on October 16, 2023, with respect to the Series J Convertible Preferred Stock	8-K	001-35312	October 17, 2023	3.1
4.1	Specimen of Common Stock Certificate	10	001-35312	September 30, 2011	4.1
4.2	Form of Common Warrant	8-K	001-35312	July 25, 2024	4.1
4.3	Form of Common Warrant	8-K	001-35312	August 26, 2024	4.1
4.4	Form of Placement Agent Warrant	8-K	001-35312	August 26, 2024	4.2
5.1	Opinion of Honigman LLP					X
10.1	Patent License Agreement between Sunshine Heart, Inc. and Gambro UF Solutions, Inc. dated August 5, 2016	8-K	001-35312	August 8, 2016	10.1
10.2	2013 Non-Employee Directors’ Equity Incentive Plan	14A	001-35312	April 5, 2013	App. A

Amendment: SEC Form S-1/A filed by Nuwellis Inc.