Welcome to our dedicated page for Nuwellis SEC filings (Ticker: NUWE), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
When you follow a medical-device innovator like Nuwellis, questions surface fast: Are Aquadex SmartFlow sales rising? Did insiders buy shares after new pediatric trial data? What 8-K events flagged supply-chain shifts? The answers live inside dense SEC documents, but manually sifting through each filing is costly and time-consuming.
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Nuwellis, Inc. (NASDAQ: NUWE) has filed an 8-K detailing two material corporate actions:
1. Leadership change (Item 5.02): The Board appointed long-time director and chairman John L. Erb (age 76) as permanent Chief Executive Officer and President effective 27 Jun 2025. His 12-month employment agreement provides:
- Annual base salary: $431,097 (effective 20 May 2025, subject to annual review)
- Target annual bonus: 65 % of base salary
- Equity grant: 115,329 stock options vesting monthly over 12 months under the 2017 Equity Incentive Plan
2. Reverse stock split (Item 5.03 / 3.03): Following prior shareholder approval, the Board approved a 1-for-42 reverse split of issued and outstanding common shares. Key details:
- Effective time: 5:00 p.m. ET, 3 Jul 2025; split-adjusted trading begins 7 Jul 2025
- No change to par value; proportional adjustment to all equity-linked securities and plan reserves
- Fractional shares: rounded down; cash paid at last pre-split Nasdaq close
- Ticker unchanged (NUWE); new CUSIP: 67113Y702; Equiniti Trust Company will act as exchange agent
The filing also lists Exhibits 3.1 (Certificate of Amendment) and 10.1 (Employment Agreement).
General Mills, Inc. (GIS) � Form 4 insider transaction
Chief Accounting Officer Mark A. Pallot reported a single transaction dated 28 June 2025 coded �F,� indicating shares withheld by the company to satisfy tax liabilities arising from the vesting of equity awards. Key details are:
- Shares withheld: 804 common shares
- Price used for withholding: $50.52 per share (approx. $40.6 thousand total value)
- Post-transaction ownership: 16,123.551 shares held directly and 139.85 shares held indirectly through the General Mills Savings Plan trust
No derivative securities were involved, and no open-market purchase or discretionary sale occurred. Because “F� transactions are administrative and do not reflect the insider’s view on valuation, the filing is generally viewed as neutral from a trading-signal standpoint.
Nuwellis has received a delisting notice from Nasdaq on June 18, 2025, due to non-compliance with the minimum bid price requirement of $1.00 for 30 consecutive trading days. The company is not eligible for the standard compliance period due to previous reverse stock splits.
Key developments:
- Company executed a reverse stock split on June 27, 2024
- Shareholders approved a new reverse split ratio of 1-for-5 to 1-for-70 at May 20, 2025 annual meeting
- Board intends to implement another reverse stock split to regain compliance
- Company plans to request a hearing with Nasdaq Hearings Panel
Stock will remain listed on Nasdaq Capital Market pending the hearing outcome. However, there is no guarantee of continued listing or successful compliance restoration. This situation presents significant risks for investors, including potential delisting and further share dilution through another reverse split.
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