S-1 1 ny20038704x1_s1.htm S-1

As filed with the Securities and Exchange Commission on November 15, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Nuwellis, Inc.

(Exact name of registrant as specified in its charter)

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
SUMMARY OF RISK FACTORS			4
RISK FACTORS			6
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			9
USE OF PROCEEDS			10
SELLING SECURITYHOLDERS			11
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			15
PLAN OF DISTRIBUTION			16
DESCRIPTION OF OUR CAPITAL STOCK			18
LEGAL MATTERS			27
EXPERTS			27
WHERE YOU CAN FIND MORE INFORMATION			28
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE			29


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	2,162,714	1,190,476	972,238	11.99
(2)	Hudson Bay Master Fund Ltd.	1,152,987	847,618	305,367	3.77
(3)	Bigger Capital Fund, LP.	603,946	291,746	312,200	3.85
(4)	District 2 Capital Fund LP	1,032,535	595,238	437,297	5.39
(5)	Alto Opportunity Master Fund, SPC – Segregated Master Fund Portfolio B	113,444	9,670	103,774	1.27
(6)	L1 Capital Global Opportunities Master Fund	729,855	320,000	409,855	5.05
(7)	Intracoastal Capital, LLC	612,703	260,000	352,703	4.34
(8)	Connective Capital Emerging Energy QP LP	175,179	116,786	58,393	*
(9)	Connective Capital I QP LP	50,250	33,500	16,750	*
(10)	Ladenburg Thalmann & Co. Inc.	27,790	27,790	—	*
(11)	Nicholas Stergis	31,652	31,652	—	*
(12)	David Coherd	4,193	4,193	—	*
(13)	Marc Weinberger	2,096	2,096	—	*
(14)	Andrew Moorefield	3,746	3,746	—	*


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⁽³⁾	69,028	1.6%
Michael McCormick	—	595	595	*
Maria Rosa Costanzo, M.D.	—	—	—	—
Archelle Georgiou, M.D.	—	351	351	*
Gregory D. Waller	—	67	67	*
David McDonald	—	351	351	*
Robert B. Scott	—	181	181	*
Nestor Jaramillo, Jr.	117	346	463	*
Neil P. Ayotte	—	121	121	*
Lynn Blake	3	—	3	*
All current directors and executive officers as a group (9 persons)	117	71,040	71,157	1.6%


Item			Amount Paid or to Be Paid
SEC registration fee			$1,029.15
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	10-Q	001-35312	November 12, 2024	3.13
3.11	Amendment to Third Amended and Restated Bylaws	10-Q	001-35312	November 12, 2024	3.14
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
4.5	Form of Series I Common Stock Purchase Warrant	8-K	001-35312	November 7, 2024	4.1
4.6	Form of Series II Common Stock Purchase Warrant	8-K	001-35312	November 7, 2024	4.2
4.7	Form of Placement Agent Warrant	8-K	001-35312	November 7, 2024	4.3
5.1	Opinion of Honigman LLP					X

(State or Other Jurisdiction of Incorporation or Organization)

(Primary Standard Industrial Classification Code Number)

(I.R.S. Employer
Identification Number)

SEC Form S-1 filed by Nuwellis Inc.