重大事件
即時報告
8-K
2026-07-24
Nuwellis, Inc. 提交 8-K 表格：公佈股東特別會議投票結果
AI 繁中摘要
📄 **Nuwellis, Inc. 提交 8-K 表格：公佈股東特別會議投票結果**
Nuwellis, Inc.（納斯達克代碼：NUWE）於 2026 年 7 月 24 日以網上直播形式舉行股東特別會議，並就三項關鍵提案進行表決。會議共有 1,490,999 股普通股（約佔已發行股份 46.20%）出席或委派代表出席。
**提案 1：批准根據窩輪行使發行普通股**
- 通過 ✅（贊成 477,084 票 / 反對 216,196 票 / 棄權 250 票）
這項提案旨在批准根據 2026 年 6 月 8 日融資交易中出售的窩輪及相關重新定價的窩輪行使而發行普通股，以符合納斯達克上市規則第 5635(d) 條。
**提案 2：批准修改公司章程，進行反向股份合併**
- 通過 ✅（贊成 1,172,689 票 / 反對 310,588 票 / 棄權 7,722 票）
股東授權董事會在未來 12 個月內，酌情將現有普通股以 1 比 5 至 1 比 70 的比例進行反向合併，以滿足納斯達克的持續上市要求。合併比例將由董事會釐定。
**提案 3：授權休會以徵求額外委託書**
- 通過 ✅（贊成 1,235,430 票 / 反對 255,223 票 / 棄權 344 票）
如投票不足，允許會議休會以繼續徵求委託書。
**對投資者的潛在影響**
- 通過反向股份合併授權，顯示管理層積極應對納斯達克合規風險，避免除牌。
- 窩輪行使發行新股可能帶來資金，但亦會攤薄現有股東權益。
- 短期股價或因合併預期及合规前景而有波動，投資者需留意董事會最終執行的合併比例及時間。
📅 報告日期：2026 年 7 月 24 日
🔗 詳細委託書已於 2026 年 7 月 7 日提交 SEC。
展開英文正文
false0001506492NASDAQ00015064922026-07-242026-07-24 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): July 24, 2026 Nuwellis, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35312 No. 68-0533453 (State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) (I.R.S. Employer Identification No.) 12988 Valley View Road, Eden Prairie, MN (Address of Principal Executive Offices) 55344 (Zip Code) (952) 345-4200 (Registrant’s Telephone Number, Including Area Code) Not Applicable (Former Name or Former Address, if Changed Since Last Report) 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: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.0001 per share NUWE Nasdaq Capital Market 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. On July 24, 2026, Nuwellis, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”), which was conducted in a virtual format via live webcast. The following proposals were brought before the meeting: 1. To approve the issuance of shares of Common Stock in accordance with Nasdaq Listing Rule 5635(d) and Nasdaq’s interpretations and guidance thereunder pursuant to the exercise of warrants sold in our financing transaction that closed on June 8, 2026 and outstanding warrants that were repriced in connection therewith. 2. To approve an amendment to our Fourth Amended and Restated Certificate of Incorporation, as amended, to effect a reverse split of our outstanding common stock at a ratio in the range of 1-for-5 to 1-for-70, to be determined at the discretion of our Board of Directors, whereby each outstanding 5 to 70 shares of common stock would be combined, converted and changed into 1 share of our common stock, to enable the Company to comply with the Nasdaq Stock Market’s continued listing requirements, which such approval granted to the Board of Directors shall be effectuated, in the discretion of the Board of Directors, if at all, within twelve months after the date that the Company’s stockholders approve this proposal. 3. To authorize one or more adjournments of the Special Meeting to solicit additional proxies in the event there are insufficient votes to approve Proposals 1 or 2 described above. The affirmative vote of holders of a majority of the votes cast at the Special Meeting is required to pass each of Proposals 1 and 2. The affirmative vote of holders of a majority of the shares entitled to vote and present at the Special Meeting, in person or by proxy is required for Proposal 3. The proposals are described in detail in the Company’s definitive proxy statement filed on July 7, 2026 with the Securities and Exchange Commission. A total of 1,490,999 shares of the Company’s common stock were present at the Special Meeting in person or by proxy, which represents approximately 46.20% 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 – Approval of the issuance of shares of Common Stock in accordance with Nasdaq Listing Rule 5635(d) and Nasdaq’s interpretations and guidance thereunder pursuant to the exercise of warrants sold in our financing transaction that closed on June 8, 2026 and outstanding warrants that were repriced in connection therewith. Votes For Votes Against Votes Abstain 477,084 216,196 250 Proposal 2 – Approval of an amendment to our Fourth Amended and Restated Certificate of Incorporation, as amended, to effect a reverse split of our outstanding common stock at a ratio in the range of 1-for-5 to 1-for-70, to be determined at the discretion of our Board of Directors, whereby each outstanding 5 to 70 shares of common stock would be combined, converted and changed into 1 share of our common stock, to enable the Company to comply with the Nasdaq Stock Market’s continued listing requirements, which such approval granted to the Board of Directors shall be effectuated, in the discretion of the Board of Directors, if at all, within twelve months after the date that the Company’s stockholders approve this proposal. Votes For Votes Against Votes Abstain 1,172,689 310,588 7,722 Proposal 3 - Authorization of one or more adjournments of the Special Meeting to solicit additional proxies in the event there are insufficient votes to approve Proposal 1 and Proposal 2. Votes For Votes Against Votes Abstain 1,235,430 255,223 344 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. Date: July 24, 2026 NUWELLIS, INC. By: /s/ Michael McCormick Name: Michael McCormick Title: President and Chief Executive Officer