Nuwellis (NUWE) Proxy filing summary

Executive summary

• Special meeting scheduled for July 24, 2026, to vote on three key proposals, including warrant exercise, reverse stock split, and potential adjournment to solicit more proxies.

• Board unanimously recommends voting in favor of all proposals to support capital structure and Nasdaq compliance.

• Meeting will be held virtually, allowing shareholders to participate and vote online.

Voting matters and shareholder proposals

• Proposal 1 seeks approval for issuance of up to 2,396,709 shares upon exercise of warrants from a June 2026 financing and repriced outstanding warrants, in compliance with Nasdaq Rule 5635(d).

• Proposal 2 requests approval for a reverse stock split at a ratio between 1-for-5 and 1-for-70, at the Board's discretion, to maintain Nasdaq listing requirements.

• Proposal 3 authorizes adjournment of the meeting to solicit additional proxies if needed for Proposals 1 or 2.

• Each proposal requires a majority of votes cast for approval; abstentions and broker non-votes generally do not affect outcomes.

Board of directors and corporate governance

• Board retains discretion to determine the reverse split ratio and timing within twelve months of approval.

• No directors or executive officers have substantial interests in the warrant proposal beyond their shareholdings.

• Board may abandon the reverse split if deemed not in the best interests of shareholders.