{"url_path":"/sec/nuwe/8-k/2026-06-24/item-5-03","section_key":"item-5-03","section_title":"Item 5.03 Amendment to Articles of Incorporation or Bylaws, Change in Fiscal Year.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-24","source_url":"https://www.sec.gov/Archives/edgar/data/1506492/0001140361-26-026114-index.html","accession_number":"0001140361-26-026114","cik":"0001506492","ticker":"NUWE","issuer_name":"Nuwellis, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1506492/0001140361-26-026114-index.html","primary_entity_key":"0001506492","primary_entity_name":"Nuwellis, Inc."},"word_count":493,"has_tables":true,"body_markdown":"Item 5.03.\n\nAmendment to Articles of Incorporation or Bylaws, Change in Fiscal Year.\n\n \n\nAs previously disclosed, on August 4, 2025, the Company held a special meeting of stockholders (the\n“Special Meeting”). At the Special Meeting, the stockholders approved a proposal to amend the Company’s Fourth Amended and Restated Certificate of Incorporation, as amended (the\n“Certificate of Incorporation”), to effect a reverse stock split of its outstanding common stock at a ratio in the range of one-for-five to one-for-seventy, to be determined at the discretion of the Board of Directors of the Company (the “Board”).\n\nOn June 16, 2026, the Board approved a one-for-thirty-five reverse stock split of the Company’s issued and outstanding shares of common stock (the “Reverse Stock Split”). On June 23, 2026, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Certificate of Incorporation (the “Certificate of Amendment”) to effect the Reverse Stock Split. The Reverse Stock Split will become effective as of 5:00 p.m. Eastern Time on June 25, 2026, and the Company’s common stock will\nbegin trading on a split-adjusted basis when the market opens on June 26, 2026.\n\nWhen the Reverse Stock Split becomes effective, every 35 shares of the Company’s issued and outstanding common stock (and such shares held in treasury)\nwill automatically be converted into one share of common stock, without any change in the par value per share. In addition, a proportionate adjustment will be made to the per share exercise price and the number of shares issuable upon the conversion\nof the Company’s outstanding shares of preferred stock and exercise of all outstanding stock options, restricted stock units and warrants to purchase shares of common stock and the number of shares reserved for issuance pursuant to the Company’s\nequity incentive compensation plans. Any fraction of a share of common stock that would be created as a result of the Reverse Stock Split will be rounded down to the next whole share and the stockholder will receive cash equal to the market value of\nthe fractional share, determined by multiplying such fraction by the closing sales price of the Company’s common stock as reported on Nasdaq on the last trading day before the Reverse Stock Split becomes effective.\n\nThe Company’s common stock will continue to trade on the Nasdaq Capital Market under the symbol “NUWE.” The new CUSIP number for common stock following\nthe Reverse Stock Split will be 67113Y801.  Equiniti Trust Company, LLC, the Company’s transfer agent, will act as the exchange agent for the Reverse Stock Split.\n\nFor more information about the Reverse Stock Split, see the Company’s [Definitive Proxy Statement on Schedule 14A](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001506492/000153949725001825/n5148_x2-def14a.htm),\nwhich was filed with the Securities and Exchange Commission and mailed to the Company’s stockholders on or about July 14, 2025, the relevant portions of which are incorporated herein by reference. A copy of the Certificate of Amendment is\nattached as Exhibit 3.1 hereto and incorporated herein by reference."}