Results

Nuwellis Inc.

07/24/2026 | Press release | Distributed by Public on 07/24/2026 14:16

Proxy Results (Form 8-K)

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

Nuwellis Inc. published this content on July 24, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on July 24, 2026 at 20:16 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]