Nuwellis (Nasdaq:NUWE) announced today that it priced an underwritten public offering worth approximately $9.6 million.
The Minneapolis-based fluid overload treatment developer formerly operated as CHF Solutions. Nuwellis is offering preferred stock, common stock and warrants.
It expects gross proceeds to total $9.6 million before deducting discounts, commissions and offering expenses, according to a news release.
The offering includes more than 15.2 million Class A units and more than 23.1 million Class B units. Nuwellis priced its Class A units at 25¢ apiece. Those feature one share of common stock and 1.5 warrants to purchase one share of common stock at 25¢ per share.
Class B units include one share of Series I convertible preferred stock, convertible into one share of common stock, and 1.5 warrants to purchase one share of common stock at 25¢ per share. Nuwellis priced the Class B units at 25¢ apiece, too.
Reverse stock split to come for Nuwellis?
Nuwellis made the warrants exercisable beginning on the effective date of a reverse stock split. This comes in an amount sufficient to permit the exercise in full of the warrants. Exercising remains contingent upon stockholder approval of such reverse stock split and of the exercisability of the warrants under Nasdaq. The warrants expire on the sixth anniversary of the initial exercise date.
The company plans to hold stockholder meetings on or before Dec. 9, 2022. Ladenburg Thalmann & Co. Inc. acts as sole book-running manager in connection with the offering.
Nuwellis fixed the conversion price of the preferred stock with no variable pricing or price-based anti-dilutive feature. It includes a beneficial ownership blocker but no dividend rights or liquidation preference. Subject to limited exceptions, preferred stock has no voting rights.
Underwriters also received a 45-day option to purchase up to more than 5.7 million additional shares of common stock. Nuwellis also granted additional warrants to purchase up to more than 8.6 million shares of common stock, solely to cover over-allotments, if any. Those shares and warrants sit at the public offering price.
The company expects the closing of the offering to occur on or about Oct. 18.
