SEC Form SC 13G/A filed by Nuwellis Inc. (Amendment)

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. 1)¹

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

1              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 disclosures provided in a prior cover page.

The information required on 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).

* As more fully described in Item 4, the Warrants are subject to a 4.99% blocker. The percentage set forth in row (11) constitutes the percentage ownership of the Issuer’s outstanding Common Stock held by the Reporting Person after reflecting for the exercise of the Warrants. In addition, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon the exercise of all such Warrants and do not give effect to such blockers.

* As more fully described in Item 4, the Warrants are subject to a 4.99% blocker, and the percentage set forth in row (11) constitutes the percentage ownership of the Issuer’s outstanding Common Stock held by the Reporting Person after reflecting for the exercise of the Warrants. In addition, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon the exercise of all such Warrants and do not give effect to such blockers.

* As more fully described in Item 4, the Warrants are subject to a 4.99% blocker, and the percentage set forth in row (11) constitutes the percentage ownership of the Issuer’s outstanding Common Stock held by the Reporting Person after reflecting for the exercise of the Warrants. In addition, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon the exercise of all such Warrants and do not give effect to such blockers.

* As more fully described in Item 4, the Warrants are subject to a 4.99% blocker, and the percentage set forth in row (11) constitutes the percentage ownership of the Issuer’s outstanding Common Stock held by the Reporting Person after reflecting for the exercise of the Warrants. In addition, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon the exercise of all such Warrants and do not give effect to such blockers.

* As more fully described in Item 4, the Warrants are subject to a 4.99% blocker, and the percentage set forth in row (11) constitutes the percentage ownership of the Issuer’s outstanding Common Stock held by the Reporting Person after reflecting for the exercise of the Warrants. In addition, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon the exercise of all such Warrants and do not give effect to such blockers.

* As more fully described in Item 4, the Warrants are subject to a 4.99% blocker, and the percentage set forth in row (11) constitutes the percentage ownership of the Issuer’s outstanding Common Stock held by the Reporting Person after reflecting for the exercise of the Warrants. In addition, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon the exercise of all such Warrants and do not give effect to such blockers.

* Consists of 65,994 shares of Common Stock issuable upon exercise of Warrants owned by Bigger Capital, 161,549 shares of Common Stock owned by District 2 CF, 3,333 shares of Common Stock issuable upon exercise of Warrants owned by District 2 CF and 100,000 shares held through an IRA of Mr. Bigger. As more fully described in Item 4, the Warrants are subject to a 4.99% blocker, and the percentage set forth in row (11) does not give effect to such blockers. In addition, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon the exercise of all such Warrants and do not give effect to such blockers.

Nuwellis, Inc., a Delaware corporation (the “Issuer”).

12988 Valley View Road
Eden, Prairie, MN 55344

Bigger Capital Fund, LP (“Bigger Capital”)
2250 Red Springs Drive
Las Vegas, NV 89135
Citizenship: Delaware

Bigger Capital Fund GP, LLC (“Bigger GP”)
2250 Red Springs Drive
Las Vegas, NV 89135
Citizenship: Delaware

Michael Bigger
2250 Red Springs Drive
Las Vegas, NV 89135
Citizenship: USA

District 2 Capital Fund LP (“District 2 CF”)
175 W Carver Street
Huntington, NY 11743
Citizenship: Delaware

District 2 Capital LP (“District 2”)
175 W Carver Street
Huntington, NY 11743
Citizenship: Delaware

District 2 GP LLC (“District 2 GP”)
175 W Carver Street
Huntington, NY 11743
Citizenship: Delaware

District 2 Holdings LLC (“District 2 Holdings”)
175 W Carver Street
Huntington, NY 11743
Citizenship: Delaware

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

Common Stock, $0.0001 par value (the “Common Stock”).

67113Y108

As of December 31, 2021, Bigger Capital beneficially owned 65,994 shares of Common Stock issuable upon the exercise of Warrants at varying exercise prices (the “Warrants”).

Bigger GP, as the general partner of Bigger Capital, may be deemed to beneficially own 65,994 shares of Common Stock issuable upon exercise of Warrants beneficially owned by Bigger Capital.

As of December 31, 2021, District 2 CF beneficially owned 161,549 shares of Common Stock and 3,333 shares issuable upon the exercise of Warrants.

District 2, as the investment manager of District 2 CF, may be deemed to beneficially own the 161,549 shares of Common Stock and 3,333 shares issuable upon exercise of the Warrants beneficially owned by District 2 CF.

District 2 GP, as the general partner of District 2 CF, may be deemed to beneficially own the 161,549 shares of Common Stock and 3,333 shares issuable upon exercise of the Warrants beneficially owned by District 2 CF.

District 2 Holdings, as the managing member of District 2 GP, may be deemed to beneficially own the 161,549 shares of Common Stock and 3,333 shares issuable upon exercise of the Warrants beneficially owned by District 2 CF.

Mr. Bigger, as the managing member of Bigger GP and the managing member of District 2 Holdings, may be deemed to beneficially own (i) 65,994 shares of Common Stock issuable upon exercise of Warrants owned by Bigger Capital, (ii) 161,549 shares of Common Stock, and (iii) 3,333 shares of Common Stock issuable upon exercise of Warrants owned by District 2 CF. In addition, Mr. Bigger through an IRA owns 100,000 shares of Common Stock.

The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any shares of Common Stock owned by another Reporting Person. Each of Bigger GP and Mr. Bigger disclaims beneficial ownership of the shares of Common Stock beneficially owned by Bigger Capital. Each of District 2, District 2 GP, District 2 Holdings and Mr. Bigger disclaims beneficial ownership of the shares of Common Stock beneficially owned by District 2 CF, and the filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities.

The following percentages are based on 10,537,606 shares of Common Stock outstanding as of November 5, 2021, as reputed in the Company’s Form 10-Q for the period ended September 30, 2021 filed on November 10, 2021 with the Securities Exchange Commission. In addition, the foregoing reflects with respect to (i) Bigger Capital and Bigger GP, the exercise of Warrants to Purchase 65,994 shares (ii) District 2 CF, District 2, District 2 GP and District 2 Holdings, the exercise of Warrants to purchase 3,333 shares and (iii) with respect to Mr. Bigger, the exercise of the Warrants reflected in (i) and (ii).

As of the close of business on December 31, 2021, (i) each of Bigger Capital and Bigger GP may be deemed to beneficially own less than one percent of the outstanding shares of Common Stock, (ii) each of District 2 CF, District 2, District 2 GP, and District 2 Holdings may be deemed to collectively beneficially own 1.6% of the outstanding shares of Common Stock, and (iii) Mr. Bigger may be deemed to own approximately 2.2% of the outstanding shares of Common Stock.

Pursuant to the terms of the Warrants, the Reporting Persons cannot exercise the Warrants to the extent the Reporting Persons or affiliates of the Reporting Persons would beneficially own, after any such exercise, more than 4.99% of the outstanding shares of Common Stock.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

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 five percent of the class of securities, check the following:[x].

Not Applicable.

Not Applicable.

See Exhibit 99.1. Previously Filed.

Not Applicable.

By signing below each of the undersigned certifies that, to the best of its 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.

SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 3, 2022