Nuwellis (NUWE) Proxy Filing summary

Executive summary

• Special meeting scheduled for August 4, 2025, to vote on four key proposals, including warrant exercise, share authorization increase, reverse stock split, and potential adjournment to solicit more proxies.

• The meeting will be held virtually, allowing shareholders to attend, vote, and ask questions online.

• Only shareholders of record as of June 9, 2025, are eligible to vote.

Voting matters and shareholder proposals

• Proposal 1: Approve issuance of up to 1,599,214 shares upon exercise of warrants from a June 2025 financing, in compliance with Nasdaq rules.

• Proposal 2: Approve amendment to increase authorized common stock from 100,000,000 to 200,000,000 shares.

• Proposal 3: Approve a reverse stock split at a ratio between 1-for-5 and 1-for-70, at the Board's discretion, to maintain Nasdaq listing.

• Proposal 4: Authorize adjournment of the meeting to solicit additional proxies if needed for Proposals 1, 2, or 3.

• Board unanimously recommends voting FOR all proposals.

Board of directors and corporate governance

• Board retains discretion on the timing and ratio of the reverse stock split within a 12-month window after approval.

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

• Security ownership table provided for directors, officers, and major shareholders as of June 9, 2025.