Nuwellis files for one-for-nine reverse stock split effective October 26

Nuwellis, Inc. filed a Certificate of Amendment with the Delaware Secretary of State on October 22, 2026, to implement a one-for-nine reverse stock split of its common stock. The company, which trades under the ticker symbol NUWE on the Nasdaq Capital Market, announced that the split will become effective at 5:00 p.m. Eastern Time on October 26, 2026. Following the effectiveness of the split, Nuwellis common stock is scheduled to begin trading on a split-adjusted basis when the market opens on October 27, 2026.

The action follows a special meeting of stockholders held on July 24, 2026, during which investors approved an amendment to the company's Fourth Amended and Restated Certificate of Incorporation. The approved proposal authorized the Board of Directors to execute a reverse stock split at a ratio ranging from one-for-five to one-for-seventy. On October 13, 2026, the Board specifically selected the one-for-nine ratio for the transaction.

Upon implementation, every nine shares of issued and outstanding common stock, including treasury shares, will automatically convert into one share of common stock. The par value per share will remain unchanged at $0.0001. The filing states that proportionate adjustments will be made to the per-share exercise price and the number of shares issuable upon the conversion of outstanding preferred stock, as well as the exercise of all outstanding stock options, restricted stock units, and warrants to purchase common stock. Adjustments will also be applied to the number of shares reserved for issuance under the company's equity incentive compensation plans.

Fractional shares resulting from the split will be rounded down to the nearest whole share. Stockholders holding fractional shares will receive cash equal to the market value of that fraction. The cash amount is calculated by multiplying the fractional share by the closing sales price of Nuwellis common stock on Nasdaq for the last trading day before the split becomes effective.

The company's common stock will continue to trade on the Nasdaq Capital Market under the existing symbol NUWE. However, a new CUSIP number, 67113Y 884, will be assigned to the common stock following the reverse split. Equiniti Trust Company, LLC, serving as the company's transfer agent, will act as the exchange agent for this transaction.

The filing references Nuwellis' Definitive Proxy Statement on Schedule 14A for further details regarding the reverse stock split. That proxy statement was filed with the Securities and Exchange Commission and mailed to stockholders on or about July 7, 2026. The Certificate of Amendment is attached as Exhibit 3.1 to the Form 8-K current report. The report was signed by Michael K. McCormick, President and Chief Executive Officer, on October 23, 2026.