Nuwellis exchanges CEO's Series F preferred for new Series F-1 with 19.99% conversion cap

Nuwellis, Inc.

CEO John L. Erb exchanged 100 shares of Series F Preferred for 100 shares of newly designated Series F-1 Convertible Preferred on June 9, 2025.
Series F-1 includes a beneficial ownership limitation of 19.99% upon conversion, unlike the original Series F.
CEO agreed to convert all Series F-1 shares to common by a deadline tied to the underwriting agreement for S-1 public offering (333-287663).
CEO also agreed to vote in favor of shareholder approval for warrants in that offering as required by Nasdaq rules.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Nuwellis, Inc.: Filed Certificate of Designation for Series F-1 Convertible Preferred Stock, authorizing 100 shares with a 19.99% beneficial ownership limitation upon conversion (effective 2025-06-06).

Change: charter amendment
Effective: 2025-06-06

Exact text from the filing

On June 6, 2025, Nuwellis, Inc. (the “Company”) filed the Certificate of Designation of Preferences, Rights and Limitations of Series F-1 Convertible Preferred Stock (the “F-1 Certificate of Designation”) with the Secretary of State of the State of Delaware, authorizing the issuance of 100 shares of Series F-1 Convertible Preferred Stock (the “Series F-1 Stock”).

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Nuwellis, Inc. filing history →

Source: SEC EDGAR

accession 0001140361-25-021870

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