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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On March 26, 2026, each of Mika Grasso and Katharyn Field resigned, effective immediately, from the Board of Directors (the "Board") of Nuwellis, Inc. (the "Company").
Mr. Grasso resigned due to the matters set forth in his resignation letter, which details various disagreements with the Company, including the Company's and its advisors' alleged failure to timely provide him with certain information, such that he believes that he is no longer able to effectively fulfill his duties as a director. A copy of Mr. Grasso's resignation letter delivered to the Board of Directors of the Company is filed herewith as Exhibit 17.1.
Ms. Field resigned due to the matters set forth in her resignation letter, which details various disagreements with the Company, including the Company's and its advisors' alleged failure to timely provide her with certain information, such that she believes that she is no longer able to effectively fulfill her duties as a director. A copy of Ms. Field's resignation letter delivered to the Board of Directors of the Company is filed herewith as Exhibit 17.2.
The Company and the continuing members of the Board disagree with the allegations made by Mr. Grasso and Ms. Field in their respective resignation letters and take exception to their characterizations of facts and their claimed conclusions. In their resignation letters both Mr. Grasso and Ms. Field make certain allegations against the Company's management, other Board members and the Company's advisors, which the Company believes contain numerous errors of fact, misleading speculations and malicious interpretations of certain factual events.
The Company is providing a copy of the disclosures contained in this Current Report on Form 8-K to each of Mr. Grasso and Ms. Field on the date which this Current Report on Form 8-K is being filed with the Securities and Exchange Commission. The Company is also providing each of Mr. Grasso and Ms. Field with the opportunity to furnish the Company with a letter stating whether he or she agrees with the statements made by the Company in this Current Report on Form 8-K and, if not, the respects in which they do not agree. The Company will file any such letter received from Mr. Grasso and/or Ms. Field with the Securities and Exchange Commission as an exhibit by amendment to this Current Report on Form 8-K within two business days after receipt by the Company, if at all.
As a result of these resignations, on March 27, 2026, the Board determined to decrease the size of the Board from seven (7) to five (5) members, effective immediately.