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Midas Edge

Nuwellis Inc

For the period ended Dec 31, 2024. Filed Mar 11, 2025.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Mar 11, 2025

NUWE$5.24+6.1%Stored close · as of Nov 10, 2026

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Contents

Item 15. Exhibits and Financial Statement Schedules

Item 15.Exhibits, and Financial Statement Schedules.

The following documents are filed as a part of this Annual Report on Form 10-K:

(a)Financial Statements: The financial statements filed as part of this report are listed in Part II, Item 8.
(b)Financial Statement Schedules: The schedules are either not applicable or the required information is presented in the consolidated financial statements or notes thereto.
(c)Exhibits: The following exhibits are incorporated by reference or filed as part of this Annual Report on Form 10-K:

EXHIBIT INDEX

Incorporated By Reference
Exhibit Number · Exhibit Description · Form · File Number · Date of First Filing · Exhibit Number · Filed Herewith
3.1Fourth Amended and Restated Certificate of Incorporation10001-35312February 1, 20123.1
3.2Certificate of Amendment to the Fourth Amended and Restated Certificate of Incorporation8-K001-35312January 13, 20173.1
3.3Certificate of Amendment to Fourth Amended and Restated Certificate of Incorporation8-K001-35312May 23, 20173.1
3.4Certificate of Amendment to Fourth Amended and Restated Certificate of Incorporation8-K001-35312October 12, 20173.1
3.5Certificate of Amendment to Fourth Amended and Restated Certificate of Incorporation8-K001-35312January 2, 20193.1
3.6Certificate of Amendment to Fourth Amended and Restated Certificate of Incorporation8-K/A001-35312October 16, 20203.1
3.7Certificate of Amendment to Fourth Amended and Restated Certificate of Incorporation8-K001.-35312April 27, 20213.1
3.8Certificate of Amendment to Fourth Amended and Restated Certificate of Incorporation8-K001-35312December 9, 20223.1
3.9Certificate of Amendment to Fourth Amended and Restated Certificate of Incorporation8-K001-35312June 26, 20243.1
3.10Third Amended and Restated Bylaws10-Q001-35312November 12, 20243.13
3.11Amendment to Third Amended and Restated Bylaws10-Q001-35312November 12, 20243.14
3.12Form of Certificate of Designation of Preferences, Rights and Limitations of Series F Convertible Preferred StockS-1/A001-35312November 17, 20173.7
3.13Certificate of Designation of Preferences, Rights and Limitations of Series I Convertible Preferred Stock8-K001-35312October 18, 20223.1
4.1Form of Warrant to purchase shares of common stockS-1/A333-221010November 17, 20174.9
4.2Form of Series 1 and Series 2 Warrant to Purchase Shares of Common StockS-1/A333-209102February 25, 20194.10
4.3Common Stock Purchase Warrant, dated May 30, 2019, between the Company and Redington, Inc.10-Q001-35312August 8, 20194.1
4.4Form of common stock Purchase Warrant issued pursuant to the Securities Purchase Agreement, dated October 23, 2019, among the Company and the purchasers signatory thereto8-K001-35312October 23,20194.1
4.5Form of common stock Purchase Warrant issued pursuant to the Securities Purchase Agreement, dated November 4, 2019, among the Company and the purchasers signatory thereto8-K001-35312November 4, 20194.1
4.6Form of common stock Pre-Funded Purchase Warrant issued pursuant to the Securities Purchase Agreement, dated November 4, 2019, among the Company and the purchasers signatory thereto8-K001-35312November 4, 20194.2
4.7Form of Common Stock Purchase WarrantS-1/A333-235385January 23, 20204.15
4.8Form of common stock Purchase Warrant issued pursuant to the Securities Purchase Agreement, dated March 19, 2020, among the Company and the purchasers identified on the signature pages thereto8-K001-35312March 20, 20204.1
4.9Form of common stock Purchase Warrant issued pursuant to the Securities Purchase Agreement, dated March 30, 2020, among the Company and the purchasers identified on the signature pages thereto8-K001-35312March 30, 20204.1
4.10Form of common stock Purchase Warrant issued pursuant to the Securities Purchase Agreement, dated May 1, 2020, among the Company and the purchasers identified on the signature pages thereto8-K001-35312May 4, 20204.1
4.11Form of Warrant to Purchase Shares of Common StockS-1/A333-24145August 17, 20204.19
4.12Warrant to purchase shares of Common StockS-1/A333-267368October 13, 20224.20
4.13Form of Warrant to purchase shares of common stockS-1/A333-274610September 29, 20234.13
4.14Form of Warrant to Purchase Shares of Common Stock8-K001-35312May 1, 20244.1
4.15Form of Pre-Funded Warrant to Purchase Shares of Common Stock8-K001-35312May 1, 20244.2
4.16Form of Common Warrant8-K001-35312July 25, 20244.1
4.17Form of Common Warrant8-K001-35312August 26, 20244.1
4.18Form of Placement Agent Warrant8-K001-35312August 26, 20244.2
4.19Form of Series I Common Stock Purchase Warrant8-K001-35312November 7, 20244.1
4.20Form of Series II Common Stock Purchase Warrant8-K001-35312November 7, 20244.2
4.21Form of Placement Agent Warrant8-K001-35312November 7, 20244.3
4.22Description of SecuritiesX
10.1Patent License Agreement between Sunshine Heart, Inc. and Gambro UF Solutions, Inc. dated August 5, 20168-K001-35312August 8, 201610.1
10.22013 Non-Employee Directors’ Equity Incentive Plan†14A001-35312April 5, 2013App. A
10.3Form of Stock Option Grant Notice and Option Agreement for 2013 Non-Employee Directors’ Equity Incentive Plan†10-K001-35312May 29, 201310.2
10.4Form of Restricted Stock Unit Award Grant Notice and Agreement for 2013 Non-Employee Directors’ Equity Incentive Plan†10-K001-35312March 20, 201510.11
10.5New-Hire Equity Incentive Plan†10-Q001-35312August 8, 201310.1
10.6First Amendment to New-Hire Equity Incentive Plan†10-Q001-35312November 12, 201310.1
10.7Second Amendment to New-Hire Equity Incentive Plan†S-8333-202904March 20, 201599.12
10.8Third Amendment to New-Hire Equity Incentive Plan†S-8333-210215March 15, 201699.13
10.9Fourth Amendment to New-Hire Equity Incentive Plan†8-K001-35312May 30, 201710.4
10.10Fifth Amendment to New-Hire Equity Incentive Plan†8-K001-35312January 18, 201810.1
10.11Sixth Amendment to New-Hire Equity Incentive Plan†10-Q001-35312August 8, 201910.2
10.12Seventh Amendment to New-Hire Equity Incentive Plan†8-K001-35312December 6, 201910.1
10.13Eighth Amendment to New-Hire Equity Incentive Plan†8-K/A001-35312February 25, 202110.1
10.14Form of Stock Option Grant Notice and Option Agreement for New-Hire Equity Incentive Plan†10-Q001-35312November 12, 201310.2
10.152017 Equity Incentive Plan†8-K001-35312May 30, 201710.1
10.16First Amendment to the 2017 Equity Incentive Plan†14A001-35312September 11, 2020App. A
10.17Second Amendment to the 2017 Equity Incentive Plan†10-K001-35312March 3, 202310.17
10.18Form of Stock Option Grant Notice and Option Agreement for 2017 Equity Incentive Plan†8-K001-35312May 30, 201710.2
10.19Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement for 2017 Equity Incentive Plan†8-K001-35312May 30, 201710.3
10.20Nuwellis, Inc. 2021 Inducement Plan†8-K001-35312May 20, 202110.1
10.21First Amendment to the 2021 Inducement Plan†8-K001-35312April 21, 202210.1
10.22Second Amendment to the 2021 Inducement Plan †8-K001-35312March 1, 202310.1
10.23Form of Stock Option Grant Notice, Option Agreement and Notice of Exercise under the Nuwellis, Inc. 2021 Inducement Plan†8-K001-35312May 20, 202110.2
10.24Form of Indemnity Agreement for the Company’s executive officers and directors†10001-35312September 30, 201110.1
10.25Form of Change in Control Agreement for the Company’s executive officers†10-K001-35312March 20, 201510.16
10.26Non-Employee Director Compensation Policy (effective January 1, 2023) †10-K001-35312March 3, 202310.27
10.27Lease Agreement dated October 21, 2011 by and between the Company and Silver Prairie Crossroads, LLC10001-35312December 16, 201110.18
10.28Second Amendment to Lease, dated as of April 20, 2015, by and between the Company and Capital Partners Industrial Fund I, LLLP dba Prairie Crossroads Business Center8-K001-35312April 23, 201510.1
10.29Third Amendment to Lease, dated as of August 3, 2018, by and between the Company and Capital Partners Industrial Fund I, LLLP10-Q001-35312November 7, 201810.2
10.30Fourth Amendment to Lease, dated as of November 18, 2021, by and between the Company and Capital Partners Industrial Fund I, LLLP8-K001-35312November 23, 202110.1
10.31Executive Employment Agreement between Sunshine Heart, Inc. and John L. Erb, dated March 1, 2016†8-K001-35312March 2, 201610.1
10.32Letter Agreement dated February 15, 2017 among the Company, Sabby Volatility Warrant Master Fund, Ltd. and Sabby Healthcare Master Fund, Ltd.8-K003-35312February 16, 201710.1
10.33Warrant Agency Agreement between the Company and American Stock Transfer & Trust Company, LLC dated April 24, 20178-K001-35312April 25, 201710.1
10.34Form of Warrant Reprice Agreement8-K001-35312June 29, 201810.1
10.35Warrant Agency Agreement, dated as of March 12, 2019, between the Company and American Stock Transfer & Trust Company, LLC8-K001-35312March 13, 20194.2
10.36Underwriting Agreement, dated as of March 8, 2019, by and between the Company and Ladenburg Thalmann & Co. Inc.8-K001-35312March 13, 20191.1
10.37Form of Employee Proprietary Information, Inventions Assignment and Non-Competition Agreement for the Company’s employees, including executive officers†10-Q001-35312May, 9, 201910.3
10.38Offer Letter, by and between the Company and Nestor Jaramillo, dated April 12, 2019†10-Q001-35312May 9, 201910.5
10.39Placement Agency Agreement, dated as of October 23, 2019, by and between the Company and Ladenburg Thalmann & Co. Inc.8-K001-35312October 23, 20191.1
10.40Form of Securities Purchase Agreement, dated as of October 23, 2019, by and among the Company and the purchasers identified on the signature pages thereto8-K001-35312October 23, 201910.1
10.41Placement Agency Agreement, dated as of November 4, 2019, by and between the Company and Ladenburg Thalmann & Co. Inc.8-K001-35312November 4, 20191.1
10.42Form of Securities Purchase Agreement, dated as of November 4, 2019, by and among the Company and the purchasers identified on the signature pages thereto8-K001-35312November 4, 201910.1
10.43Underwriting Agreement dated as of January 24, 2020, by and between the Company and Ladenburg Thalmann & Co. Inc.8-K001-35312January 29, 20201.1
10.44Warrant Agency Agreement, dated as of January 28, 2020, between the Company and American Stock Transfer & Trust Company, LLC.8-K001-35312January 29, 20204.2
10.45Placement Agency Agreement, dated as of March 19, 2020, by and between the Company and Ladenburg Thalmann & Co. Inc.8-K001-35312March 20, 20201.1
10.46Form of Securities Purchase Agreement, dated as of March 19, 2020, by and among the Company and the purchasers identified on the signature pages thereto8-K001-35312March 20, 202010.1
10.47Placement Agency Agreement, dated as of March 30, 2020, by and between the Company and Ladenburg Thalmann & Co. Inc.8-K001-35312March 30, 20201.1
10.48Form of Securities Purchase Agreement, dated as of March 30, 2020, by and among the Company and the purchasers identified on the signature pages thereto8-K001-35312March 30, 202010.1
10.49Form of Securities Purchase Agreement, dated as of May 1, 2020, by and among the Company and the purchasers identified on the signature pages thereto8-K001-35312May 4, 202010.1
10.50Underwriting Agreement, dated as of August 19, 2020, by and between the Company and Ladenburg Thalman & Co. Inc.8-K001-35312August 21, 20201.1
10.51Warrant Agency Agreement, dated as of August 21, 2020, between the Company and American Stock Transfer & Trust Company, LLC8-K001-35312August 21, 20204.2
10.52Executive Employment Agreement, dated January 16, 2021, by and between the Company and Nestor Jaramillo, Jr.†8-K001-35312January 19, 202110.1
10.53Executive Employment Agreement, dated January 16, 2021, by and between the Company and John L. Erb†8-K001-35312January 19, 202110.2
10.54Offer letter by and between the Company and Neil P. Ayotte, effective as of June 7, 2021†10-Q001-35312August 12, 202110.4
10.55Underwriting Agreement dated September 15, 2021, between the Company and Ladenburg Thalmann & Co. Inc., as the Representative of the several underwriters named in Schedule I thereto.8-K001-35312September 17, 20211.1
10.56Warrant Agency Agreement, dated as of October 18, 2022, between the Company and American Stock Transfer & Trust Company, LLC8-K001-35312October 18, 20224.2
10.57Leak-Out AgreementS-1/A333-267368September 30, 202210.70
10.58Underwriting Agreement dated as of October 14, 2022, by and between Nuwellis, Inc. and Ladenburg Thalmann & Co. Inc.8-K001-35312October 18, 20221.1
10.59Offer Letter by and between Nuwellis, Inc. and Robert B. Scott, effective as of September 2, 20238-K001-35312August 18, 202310.1
10.60Placement Agency Agreement dated as of October 12, 2023, by and between Nuwellis, Inc., Lake Street Capital Markets, LLC and Maxim Group LLC8-K001-35312October 17, 20231.1
10.61Form of Securities Purchase AgreementS-1/A333-274610September 29, 202310.69
10.62Form of Warrant Agency Agreement8-K001-35312October 17, 202310.68
10.63Consulting Agreement dated August 4, 2023 by and between Nuwellis, Inc. and Lynn Blake†8-K001-35312August 8, 202310.2
10.64Form of Warrant Agency Agreement8-K001-35312May 1, 20244.3
10.65Form of Securities Purchase Agreement, dated as of April 26, 2024, by and among Nuwellis, Inc. and the purchasers identified on the signature pages thereto8-K001-35312May 1, 202410.1
10.66Placement Agency Agreement dated as of April 26, 2024, by and between Nuwellis, Inc. and Roth Capital Partners, LLC8-K001-35312May 1, 20241.1
10.67First Amendment to Supply and Collaboration Agreement dated as of May 31, 2024 by and between the Company and DaVita Inc.8-K001-35312June 6, 202410.1
10.68Form of Securities Purchase Agreement8-K001-35312July 25, 202410.2
10.69Placement Agency Agreement dated July 24, 2024 between Nuwellis, Inc. and Roth Capital Partners LLC8-K001-35312July 25, 202410.1
10.70Termination Agreement to the Supply and Collaboration Agreement, dated August 21, 20248-K001-35312August 22, 202410.1
10.71Placement Agency Agreement dated as of August 23, 2024, by and between Nuwellis, Inc., and Ladenburg Thalmann & Co. Inc.8-K001-35312August 26, 202410.1
10.72Form of Securities Purchase Agreement8-K001-35312August 26, 202410.2
10.73Confidential Settlement Agreement & Release with SeaStar Medical Holding Corporation, dated October 20, 20248-K001-35312October 23, 202410.1
10.74Form of Warrant Inducement Offer Letter8-K001-35312November 7, 202410.1
19Nuwellis, Inc. Insider Trading PolicyX
21List of SubsidiariesX
23.1Consent of Baker Tilly US, LLPX
24Power of Attorney (included on signature page)X
31.1Section 302 Certification—CEOX
31.2Section 302 Certification—CFOX
32.1*Section 906 Certification—CEOX
32.2*Section 906 Certification — CFOX
97Policy for the Recovery of Erroneously Award Compensation10-K001-35312March 11, 202497
101.INSInline XBRL Instance DocumentX
101.SCHInline XBRL Taxonomy Extension Schema DocumentX
101.CALInline XBRL Taxonomy Extension Calculation Linkbase DocumentX
101.DEFInline XBRL Taxonomy Extension Definition Linkbase DocumentX
101.LABInline XBRL Taxonomy Extension Label Linkbase DocumentX
101.PREInline XBRL Taxonomy Extension Presentation Linkbase DocumentX
104Cover Page Interactive Data File (formatted as Inline XBRL contained in Exhibit 101)X
†Indicates management compensatory plan, contract or arrangement.
  • Furnished herewith. This certification is being furnished solely to accompany this report pursuant to 18 U.S.C. 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
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