SCHEDULE 13D: Nuwellis CEO John Erb Boosts Stake to 7.3% Through Preferred Stock Conversion

Nuwellis, Inc. CEO John L. Erb has significantly increased his beneficial ownership in the company to 7.3% of common stock after converting Series F-1 Convertible Preferred Stock for investment purposes.

Summary

• John L. Erb, CEO and President of Nuwellis, Inc., filed a Schedule 13D detailing a significant increase in his beneficial ownership.
• On June 9, 2025, Mr. Erb exchanged 100 shares of Series F Convertible Preferred Stock for 100 shares of newly designated Series F-1 Convertible Preferred Stock.
• The Series F-1 Stock has a stated value of $1,000 per share and no expiration date, convertible into common stock subject to a 19.99% beneficial ownership limitation.
• On the same date, Mr. Erb converted 66 shares of the F-1 Stock into 1,100,022 shares of Nuwellis' common stock.
• As a result, Mr. Erb now beneficially owns an aggregate of 1,666,767 shares of common stock, representing 7.3% of the company's outstanding common stock.
• This aggregate includes 1,100,022 shares directly held, 67 shares issuable upon exercise of outstanding stock options, and 566,678 shares issuable upon conversion of the remaining 34 shares of Series F-1 Convertible Preferred Stock.
• The stated purpose of these transactions was for "investment purposes."

Sentiment

Score: 8

Explanation: The significant increase in beneficial ownership by the CEO, explicitly for 'investment purposes,' signals strong insider confidence and is generally perceived as a very positive development for shareholders.

Positives

• Increased insider ownership by the CEO, John L. Erb, to 7.3% of common stock, signaling confidence in the company's future.
• The conversion of preferred stock into common stock simplifies the capital structure for the converted portion.
• The stated purpose of the transaction is for "investment purposes," indicating a long-term commitment from the CEO.

Risks

• The conversion of F-1 Stock into common stock is subject to a 19.99% beneficial ownership limitation, which could restrict further immediate conversions if the threshold is reached.

Future Outlook

The Reporting Person has no present plans or proposals that relate to or would result in significant changes to the Issuer's securities, corporate structure, assets, board or management, capitalization, dividend policy, or corporate governance, beyond the described stock exchange and conversion for investment purposes.

Management Comments

• "The Reporting Person exchanged his F Stock for F-1 Stock and converted the shares of F-1 Stock for investment purposes."
• "Except as set forth in this Item 4, the Reporting Person has no present plans or proposals that relate to or would result in... any material change in the Issuer's business or corporate structure."

Industry Context

This filing is specific to an insider's ownership change and does not directly relate to broader industry trends, though increased insider ownership can be viewed positively by the market.

Comparison to Industry Standards

• NA. This document details an insider's specific equity transaction and does not provide comparable financial or operational results against industry benchmarks or specific companies/projects.

Legal Proceedings

• The Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.
• The Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction where, as a result, he was or became subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws, during the last five years.

Related Party Transactions

• The Securities Exchange Agreement between the Reporting Person (John L. Erb, CEO) and the Issuer (Nuwellis, Inc.) for the exchange of Series F Stock for Series F-1 Stock, and subsequent conversion, constitutes a related party transaction.

Stakeholder Impact

• Shareholders: The increased beneficial ownership by the CEO may be viewed positively, potentially boosting investor confidence due to strong insider alignment.
• Management/Employees: The CEO's increased stake could signal stability and long-term commitment from leadership.

Next Steps

• No specific future actions or milestones are mentioned beyond the completed transactions. The filing explicitly states no present plans for further significant changes.

Key Dates

Recommendation

Keywords

Nuwellis, John L. Erb, SEC filing, Schedule 13D, common stock, preferred stock, Series F-1 Convertible Preferred Stock, insider ownership, beneficial ownership, stock conversion, investment