CEO and President Erb John L converted options into 1,100,022 shares (SEC Form 4)
$NUWE
Biotechnology: Electromedical & Electrotherapeutic Apparatus
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Nuwellis, Inc. [ NUWE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/09/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 06/09/2025 | C | 1,092,500 | A | $0.06 | 1,092,500 | D | |||
| Common Stock | 06/10/2025 | C | 7,522 | A | $0.06 | 1,100,022 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series F Convertible Preferred Stock | $0.06 | 06/09/2025 | J(1) | 100 | 11/22/2017 | (2) | Common Stock | 1,666,667 | (1) | 0 | D | ||||
| Series F-1 Convertible Preferred Stock | $0.06 | 06/09/2025 | J(1) | 100 | 06/09/2025 | (2) | Common Stock | 1,666,667(3) | (1) | 100 | D | ||||
| Series F-1 Convertible Preferred Stock | $0.06 | 06/09/2025 | C | 66 | 06/09/2025 | (2) | Common Stock | 1,100,022 | (3) | 34 | D | ||||
| Explanation of Responses: |
| 1. On June 9, 2025, the Issuer entered into a Securities Exchange Agreement with the Reporting Person, pursuant to which the Issuer agreed to issue 100 shares of its newly designated Series F-1 Convertible Preferred Stock ("F-1 Stock") in exchange for 100 shares of its outstanding Series F Convertible Preferred Stock ("F Stock"). Each share of F-1 Stock and F Stock has a stated value of $1,000. |
| 2. The preferred stock has no expiration date. |
| 3. The Reporting Person's shares of Series F-1 Convertible Preferred Stock are convertible into shares of common stock, par value $0.0001 per share, subject to a 19.99% beneficial ownership limitation. |
| /s/ Phillip D. Torrence, by Power of Attorney | 06/11/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||