As filed with the Securities and Exchange Commission
on October 13, 2022
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)
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Delaware
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3845
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68-0533453
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(State or other jurisdiction
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(Primary Standard Industrial
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(I.R.S. Employer
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of incorporation or organization)
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Classification Code Number)
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Identification No.)
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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:
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Phillip D. Torrence
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Neil Ayotte
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Michael F. Nertney
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Honigman LLP
650 Trade Center Way, Suite 200
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Senior Vice President, General Counsel, Secretary
and Chief Compliance Officer
Nuwellis, Inc.
12988 Valley View Road
Eden Prairie, Minnesota 55344
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Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
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Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes 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, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ☒ (File No. 333-267368)
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 definitions of
“large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer ☒
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Smaller reporting company ☒
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Emerging growth company ☐
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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. ☐
This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) as promulgated under the Securities Act of 1933, as amended, and includes the registration statement facing page,
this page, the signature page, an exhibit index and the required opinion and consents solely to register up to an aggregate of $4,600,000 in (i) additional Class A Units, with each Class A Unit consisting of one share of the Company’s common stock,
par value $0.0001 per share (the “common stock”), 1.5 warrants to purchase one share of common stock (ii) additional Class B Units, with each Class B Unit consisting of one share of the Company’s Series I convertible preferred stock, par value
$0.0001 per share (the “Series I Preferred Stock”), 1.5 warrants to purchase one share of common stock, (iii) shares of Common Stock issuable upon conversion of the additional shares of Series I Preferred Stock and (iv) shares of Common Stock
issuable upon exercise of the warrants included in the additional Class A Units and Class B Units. The contents of the Registration Statement on Form S-1 (Registration No. 333-267368), as amended, including the exhibits and power of attorney thereto,
which was declared effective by the Securities and Exchange Commission on October 13, 2022, are incorporated by reference in this Registration Statement.
Item 16. Exhibits and Financial Statement Schedules.
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Exhibit Number
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Description
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Opinion of Honigman LLP.
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Consent of Independent Registered Public Accounting Firm.
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Consent of Honigman LLP (included in Exhibit 5.1).
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Power of Attorney (incorporated by reference to Exhibit 24.1 to the Form S-1 Registration Statement (Registration No. 333-267368), filed by Nuwellis, Inc. on September 9, 2022).
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Filing Fee Table
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*
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Filed herewith.
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**
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Previously filed.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the
City of Eden Prairie, State of Minnesota, on this 13th day of October, 2022.
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NUWELLIS, INC.
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By:
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/s/ NESTOR JARAMILLO, JR.
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Nestor Jaramillo, Jr.
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President and Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.
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Title
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Date
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*
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Chairman of the Board
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October 13, 2022
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John L. Erb
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/s/ Nestor Jaramillo, Jr.
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President, Chief Executive
Officer and Director
(principal executive officer)
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October 13, 2022
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Nestor Jaramillo, Jr.
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*
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Chief Financial Officer
(principal financial officer
and principal accounting officer)
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October 13, 2022
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George Montague
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*
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Director
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October 13, 2022
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Steve Brandt
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*
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Director
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October 13, 2022
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Maria Rosa Costanzo
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*
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Director
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October 13, 2022
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Jon W. Salveson
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*
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Director
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October 13, 2022
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Gregory Waller
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*
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Director
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October 13, 2022
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Warren Watson
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*By:
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/s/ Nestor Jaramillo, Jr.
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Nestor Jaramillo, Jr.
Attorney-in-fact
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