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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Newellis Inc | NASDAQ:NUWE | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 4.23 | 4.12 | 4.80 | 6 | 09:13:47 |
Delaware
|
68-0533453
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
12988 Valley View Road
Eden Prairie, Minnesota
|
55344
|
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
Nuwellis, Inc. 2017 Equity Incentive Plan
Nuwellis, Inc. 2013 Non-Employee Directors’ Equity Incentive Plan
Nuwellis, Inc. 2021 Inducement Plan
|
(Full title of the plan)
|
Item 3. |
Incorporation of Documents by Reference.
|
(a) |
The Registrant’s Annual Report on Form 10-K for the year
ended December 31, 2021, filed with the Commission on March 3, 2022;
|
(b) |
The Registrant’s Current Report on Form 8-K filed with the Commission on April 21, 2022.
|
(c) |
The description of the Registrant’s Common Stock contained in the Registration Statement on Form 10 (File No. 001-35312) filed pursuant to Section 12(b) on September 30, 2011 and all amendments thereto.
|
Item 4. |
Description of Securities.
|
Item 5. |
Interests of Named Experts and Counsel.
|
Item 6. |
Indemnification of Directors and Officers.
|
• |
breach of their duty of loyalty to the Registrant or the Registrant’s stockholders;
|
• |
act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;
|
• |
unlawful payment of dividends or redemption of shares as provided in Section 174 of the Delaware General Corporation Law (the “DGCL”); or
|
• |
transaction from which the directors derived an improper personal benefit.
|
Item 7. |
Exemption from Registration Claimed.
|
Item 8. |
Exhibits.
|
Incorporated By Reference
|
|||||||
Exhibit Number
|
Exhibit
Description
|
Form
|
File
Number
|
Date of First
Filing
|
Exhibit
Number
|
Filed
Herewith
|
|
4.1
|
10
|
001-35312
|
February 1, 2012
|
3.1
|
|||
4.2
|
8-K
|
001-35312
|
January 13, 2017
|
3.1
|
|||
4.3
|
8-K
|
001-35312
|
May 23, 2017
|
3.1
|
|||
4.4
|
8-K
|
001-35312
|
October 12, 2017
|
3.1
|
|||
4.5
|
8-K
|
001-35312
|
January 2, 2019
|
3.1
|
|||
4.6
|
8-K/A
|
001-35312
|
October 16, 2020
|
3.1
|
|||
4.7
|
8-K
|
001-35312
|
April 27, 2021
|
3.1
|
|||
4.8
|
8-K
|
001-35312
|
April 27, 2021
|
3.2
|
|||
4.9
|
8-K
|
001-35312
|
June 14, 2013
|
3.1
|
|||
4.10
|
S-1/A
|
333-221010
|
November 17, 2017
|
3.7
|
|||
4.11
|
8-K
|
001-35312
|
August 8, 2016
|
4.1
|
|||
4.12
|
14A
|
001-35312
|
April 5, 2013
|
App. A
|
|||
4.22
|
8-K
|
001-35312
|
May 30, 2017
|
10.1
|
|||
4.23
|
14A
|
001-35312
|
September 11, 2020
|
App. A
|
|||
4.24
|
8-K
|
001-35312
|
May 20, 2021
|
10.1
|
|||
4.25
|
8-K
|
001-35312
|
April 21, 2022
|
10.1
|
|||
Opinion of Honigman LLP
|
X
|
||||||
Consent of Baker Tilly US, LLP
|
X
|
||||||
Consent of Honigman LLP
|
Included in Exhibit 5.1
|
||||||
Power of Attorney (included on signature page)
|
X
|
||||||
Filing Fee Table
|
X
|
† |
Indicates management compensatory plan, contract or arrangement.
|
Item 9. |
Undertakings.
|
(1) |
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
|
(i) |
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
|
(ii) |
To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in
the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and
any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more
than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;
|
(iii) |
To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
|
(2) |
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.
|
(3) |
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
|
NUWELLIS, INC.
|
|||
By:
|
/s/ Nestor Jaramillo
|
||
Name:
|
Nestor Jaramillo
|
||
Title:
|
President and Chief Executive Officer
|
SIGNATURE
|
TITLE
|
DATE
|
/s/ Nestor Jaramillo
|
President, CEO, and Director
|
April 21, 2022
|
Nestor Jaramillo
|
(principal executive officer)
|
|
/s/ George Montague
|
Chief Financial Officer
|
April 21, 2022
|
George Montague
|
(principal financial officer)
|
|
/s/ John L. Erb
|
Chairman of the Board and Director
|
April 21, 2022
|
John L. Erb
|
||
/s/ Steve Brandt
|
Director
|
April 21, 2022
|
Steve Brandt
|
||
/s/ Maria Rosa Costanzo, MD
|
Director
|
April 21, 2022
|
Maria Rosa Costanzo, MD
|
||
/s/ Jon W. Salveson
|
Director
|
April 21, 2022
|
Jon W. Salveson
|
||
/s/ Gregory D. Waller
|
Director
|
April 21, 2022
|
Gregory D. Waller
|
||
/s/ Warren S. Watson
|
Director
|
April 21, 2022
|
Warren S. Watson
|
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