UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 4, 2023
(Exact Name of Registrant as Specified in its Charter)
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No.
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(State or Other Jurisdiction of Incorporation or Organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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(Address of Principal Executive Offices) (Zip Code)
(952 ) 345-4200
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ☐
| Item 5.07 |
Submission of Matters to a Vote of Security Holders.
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On December 7, 2022, Nuwellis, Inc. (the “Company”)
convened its special meeting of stockholders. At that time, there were not present virtually or represented by proxy a sufficient number of shares of the Company’s common stock to constitute a quorum. Accordingly, the Company adjourned the
stockholder meeting without any business being conducted, in order to allow time to achieve quorum and to allow the Company’s stockholders additional time to vote on the proposals set forth in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 7, 2022 (the “Proxy Statement”).
The Company held its adjourned special meeting of stockholders on January 4, 2023 at 2:00 p.m. (Central Time) (the “Special Meeting”). At the time of the Special Meeting, stockholders (i) approved the Warrant Proposal (as defined below) and (ii) authorized one or more adjournments of the meeting of
stockholders to solicit additional proxies in the event there were insufficient votes to approve the Warrant Proposal.
A total of 3,815,782 shares of the Company’s common stock were present at the Special Meeting virtually or by proxy, which represents approximately 36%
of the shares of common stock outstanding as of the record date for the Special Meeting.
The results of the voting are shown below:
Proposal 1 - To approve pursuant to Nasdaq Listing Rule 5635(d) and Nasdaq’s interpretations and guidance
thereunder, the issuance of up to 66,226,752 shares of the Company’s common stock (as the same is to be adjusted for the reverse stock split effectuated by the Company on December 9, 2022) upon the exercise of its warrants issued to investors in its underwritten offering that closed on October 18, 2022 (“October 2022 Underwritten Offering”) that may be equal to or exceed 20% of the Company’s common stock outstanding before the October
2022 Underwritten Offering (the “Warrant Proposal”).
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VOTES FOR
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VOTES AGAINST
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ABSTAIN
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BROKER
NON-VOTES
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1,955,994
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1,791,220
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68,568
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N/A
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Proposal 2 - To authorize one or more adjournments of the stockholder meeting to solicit additional proxies in the event there are
insufficient votes to approve the Warrant Proposal.
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VOTES FOR
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VOTES AGAINST
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ABSTAIN
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BROKER
NON-VOTES
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1,971,645
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1,746,660
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97,477
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N/A
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The vote numbers above reflect share amounts as of the meeting record date and are not adjusted for the reverse stock split effectuated by the Company on December 9,
2022.
On January 4, 2023, the Company issued a press release announcing the results of the Special Meeting. A copy of the press release is furnished
hereto as Exhibit 99.1 and is incorporated herein by reference.
As of January 3, 2023, and following the reverse stock split effectuated by the Company on December 9, 2022, the Company has 536,394 shares of common stock issued and outstanding, on a split adjusted basis.
| Item 9.01 |
Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit
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Exhibit Description
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Press Release dated January 4, 2023
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Date: January 4, 2023
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NUWELLIS, INC.
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By:
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/s/ Nestor Jaramillo, Jr
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Name:
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Nestor Jaramillo, Jr.
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Title:
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President and Chief Executive Officer
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Exhibit 99.1
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Nuwellis, Inc. Announces Passage of Warrant Proposal
January 4, 2023
MINNEAPOLIS, Jan. 04, 2023 (GLOBE
NEWSWIRE) -- Nuwellis, Inc. (Nasdaq: NUWE), a medical technology company focused on transforming the lives of people with fluid overload, today announced that the Company held its adjourned special meeting of stockholders on January 4,
2023 at 2:00 p.m. (Central Time) (the “Special Meeting”). At the time of the Special Meeting, stockholders (i) approved the Warrant Proposal (as defined below) and (ii) authorized one or more adjournments of the meeting of stockholders to solicit
additional proxies in the event there were insufficient votes to approve the Warrant Proposal.
A total of 3,815,782 shares of the Company’s common stock were present at the Special Meeting virtually or by proxy, which represents approximately 36%
of the shares of common stock outstanding as of the record date for the Special Meeting.
The results of the voting are shown below:
Proposal 1 - To approve pursuant to Nasdaq Listing Rule 5635(d) and Nasdaq’s interpretations and guidance thereunder, the issuance of up to 66,226,752
shares of the Company’s common stock (as the same is to be adjusted for the reverse stock split effectuated by the Company on December 9, 2022) upon the exercise of its warrants issued to investors in its underwritten offering that closed on October
18, 2022 (“October 2022 Underwritten Offering”) that may be equal to or exceed 20% of the Company’s common stock outstanding before the October 2022 Underwritten Offering (the “Warrant Proposal”).
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VOTES FOR
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VOTES AGAINST
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ABSTAIN
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1,955,994
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1,791,220
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68,568
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Proposal 2 - To authorize one or more adjournments of the stockholder meeting to solicit additional proxies in the event there are insufficient votes to approve
the Warrant Proposal.
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VOTES FOR
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VOTES AGAINST
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ABSTAIN
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1,971,645
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1,746,660
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97,477
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The vote numbers above reflect share amounts as of the meeting record date and are not adjusted for the reverse stock split effectuated by the Company on December 9,
2022.
About Nuwellis
Nuwellis, Inc. (Nasdaq: NUWE) is a medical technology company dedicated to transforming the lives of patients suffering from fluid overload through science,
collaboration, and innovation. The company is focused on commercializing the Aquadex SmartFlow® system for ultrafiltration therapy. Nuwellis is headquartered in Minneapolis, Minnesota, with a wholly owned subsidiary in Ireland.
About the Aquadex SmartFlow System
The Aquadex SmartFlow system delivers clinically superior therapy using a simple, flexible and smart method of removing excess fluid from patients suffering from
hypervolemia (fluid overload). The Aquadex SmartFlow system is indicated for temporary (up to 8 hours) or extended (longer than 8 hours in patients who require hospitalization) use in adult and pediatric patients weighing 20 kg or more whose fluid
overload is unresponsive to medical management, including diuretics. All treatments must be administered by a health care provider, within an outpatient or inpatient clinical setting, under physician prescription, both having received training in
extracorporeal therapies.
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CONTACTS
INVESTORS:
Vivian Cervantes
Gilmartin Group LLC
ir@nuwellis.com
MEDIA:
Annika Parrish
Heath+Commerce
annika@healthandcommerce.com