Nuwellis Enters Securities Purchase Agreement for 994,537 Shares

Nuwellis announced that it has entered into a securities purchase agreement with an institutional and accredited investor for the purchase and sale of 994,537 shares of the company's common stock, together with warrants to purchase 1,989,074 shares of Common Stock in a private placement priced at-the-market under Nasdaq rules. The combined effective offering price for each Share and Private Placement Warrant is $3.09. The Private Placement Warrants will have an exercise price of $2.84 per share, will be exercisable immediately upon issuance, and will expire on the five-year anniversary of the date that a resale registration statement related to the Shares and Private Placement Warrants becomes effective. The company also announced that it has entered into a warrant inducement agreement with the Investor for the immediate exercise of certain outstanding warrants that the company issued on November 6, 2024 and June 10, 2025, in a transaction priced at-the-market under Nasdaq rules. Pursuant to the warrant inducement agreement, the Investor has agreed to a reduced exercise price of the outstanding Existing Warrants to an amended exercise price of $3.09, and to exercise the outstanding Existing Warrants to purchase an aggregate of 623,585 shares of the company's common stock. In consideration for the immediate exercise of the Existing Warrants, the company also agreed to issue the Investor unregistered warrants to purchase an aggregate of 1,247,170 shares of the Common Stock. The New Warrants will have an exercise price of $2.84 per share, will be exercisable immediately upon issuance, and will expire on the five-year anniversary of the date that a resale registration statement related to the New Warrants becomes effective. The gross proceeds from the Private Placement and the Warrant Inducement are expected to be approximately $5M, prior to deducting placement agent fees and estimated offering expenses. The Private Placement and the Warrant Inducement are expected to close on or about January 30, subject to the satisfaction of customary closing conditions. Ladenburg Thalmann & Co. acted as the sole placement agent for the Private Placement and the Warrant Inducement.