SCHEDULE 13G: Investment Funds Divest Significant Stakes in Nuwellis, Inc. Common Stock

A group of investment funds and their managing member, Michael Bigger, have reported the sale of their entire beneficial ownership in Nuwellis, Inc. common stock and pre-funded warrants, reducing their stake to below 5%.

Summary

• As of June 9, 2025, Bigger Capital Fund L P and its general partner, Bigger Capital Fund GP, LLC, beneficially owned 239,000 shares of Nuwellis, Inc. Common Stock, representing approximately 4.99% of the outstanding shares.
• Additionally, Bigger Capital held 1,983,221 shares of Common Stock issuable upon exercise of Pre-Funded Warrants, subject to a 9.99% beneficial ownership limitation.
• District 2 Capital Fund LP and its related entities (District 2 Capital LP, District 2 GP LLC, District 2 Holdings LLC) also beneficially owned 239,000 shares of Common Stock as of June 9, 2025, representing approximately 4.99% of the outstanding shares.
• District 2 Capital Fund LP further held 872,111 shares of Common Stock issuable upon exercise of Pre-Funded Warrants, subject to a 9.99% beneficial ownership limitation.
• Michael Bigger, as the managing member of both Bigger Capital Fund GP, LLC and District 2 Holdings LLC, was deemed to beneficially own a combined total of 478,000 shares of Common Stock and 2,855,332 shares issuable from Pre-Funded Warrants, representing approximately 9.99% of the outstanding shares as of June 9, 2025.
• Crucially, prior to market open on June 11, 2025, all Reporting Persons (Bigger Capital, District 2 Capital, and Michael Bigger) sold all their Common Stock and shares issuable upon exercise of Pre-Funded Warrants.
• Following these sales, the Reporting Persons no longer hold beneficial ownership of 5.00% or more of Nuwellis, Inc.'s Common Stock.
• The Series A Warrants and Series B Warrants held by these entities are not currently exercisable and are subject to shareholder approval and a 4.99% beneficial ownership limitation, thus not contributing to current beneficial ownership above the 5% threshold.

Sentiment

Score: 3

Explanation: The sentiment is negative due to the complete divestment of a significant stake by a group of investment funds, which typically signals a lack of confidence or a strategic exit from the investment.

Negatives

• A significant group of investment funds and their principal have fully divested their beneficial ownership in Nuwellis, Inc., which could signal a loss of confidence or a strategic exit by these investors.
• The sale of a substantial number of shares and pre-funded warrants by these entities may exert downward pressure on the company's stock price.

Risks

• The document highlights beneficial ownership limitations (e.g., 4.99% and 9.99%) on certain warrants (Series A and Series B Warrants, and Pre-Funded Warrants), which restrict the immediate exercise and full beneficial ownership of shares, potentially impacting liquidity or investor control.

Future Outlook

The document indicates that Series A Warrants and Series B Warrants are not currently exercisable and their exercise is subject to future shareholder approval and a 4.99% beneficial ownership limitation. No other forward-looking statements or guidance from Nuwellis, Inc. are provided.

Industry Context

This filing reflects a significant change in the ownership structure of Nuwellis, Inc., with a notable group of investment funds exiting their positions. While specific industry trends are not detailed, such divestments can sometimes occur due to shifts in investment strategy, perceived changes in company fundamentals, or broader market conditions affecting the medical device or healthcare sector in which Nuwellis operates.

Stakeholder Impact

• Shareholders: The divestment by a significant investor group may lead to negative market sentiment and potential downward pressure on the stock price.
• Investors: Potential investors may view this divestment as a cautionary signal, prompting further due diligence into the company's outlook.

Next Steps

• Shareholder approval is required for the exercise of Series A Warrants and Series B Warrants held by the Reporting Persons, which are currently not exercisable.

Key Dates

Recommendation

Keywords

Nuwellis Inc, Schedule 13G, Beneficial Ownership, Divestment, Common Stock, Warrants, Investment Funds, SEC Filing, Michael Bigger