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Nuwellis, Inc. (NUWE) filed an 8-K to report that it has regained compliance with Nasdaq鈥檚 $1.00 minimum bid-price rule. On 18 Jun 2025 the company received a deficiency notice because its shares closed below $1.00 for 30 straight trading days and, due to recent reverse splits, NUWE was ineligible for the standard 180-day cure period. Nasdaq therefore set a delisting hearing for 12 Aug 2025.

On 22 Jul 2025 Nasdaq鈥檚 Office of General Counsel informed the company that the bid-price deficiency has been cured; consequently, the hearing was cancelled and NUWE鈥檚 common stock will continue trading on the Nasdaq Capital Market. The filing eliminates an immediate delisting threat but highlights prior share-price weakness that triggered the notice.

Nuwellis, Inc. (NASDAQ: NUWE) has issued a Definitive Proxy Statement for a virtual special meeting on 4 Aug 2025. Shareholders of record on 9 Jun 2025 (130,154 shares outstanding, post-1-for-42 split) are asked to vote on four key items:

• Proposal 1 鈥� Warrant Exercise Approval: Permit the issuance of up to 1,599,214 common shares upon exercise of Series A, Series B and underwriter warrants sold in the $5 million June 2025 financing. Warrants carry a $12.60 exercise price (cash) and a five-year term once shareholder approval is obtained; Series A warrants include a one-time price reset tied to any future reverse split, and Series B warrants allow cashless exercise.
• Proposal 2 鈥� Authorized Share Increase: Double authorized common stock to 200 million shares to enhance capital-raising flexibility. No immediate issuance is planned, but the new shares would have rights identical to existing common stock.
• Proposal 3 鈥� Reverse Stock Split Authority: Authorize the Board to implement, within 12 months, a split in the range of 1-for-5 to 1-for-70. The measure is intended to help the company maintain compliance with Nasdaq listing requirements should future bid-price weakness re-emerge. Fractional shares will be rounded down for cash.
• Proposal 4 鈥� Adjournment Authority: Allow one or more adjournments if insufficient votes are received for Proposals 1-3.

Strategic Rationale

• Warrant exercise could provide up to $3.25 million of additional cash (assuming full cash exercise at current prices), supporting working-capital needs and clinical programs.
• Reverse split flexibility is positioned as a tool to protect Nasdaq listing status after previous bid-price deficiencies and repeated reverse splits (1-for-35 in Jun 2024 and 1-for-42 in Jul 2025).
• Increasing the authorized share pool preserves headroom for future financing, equity incentives, strategic transactions and potential anti-takeover defense.

Potential Investor Impact

• The full warrant exercise would expand the current share count by more than ten-fold, causing substantial dilution.
• Stockholders could face further dilution from any future issuances under the expanded authorization.
• Reverse splits do not change proportional ownership but often reduce liquidity and may signal financial distress.
• Failure to pass Proposal 1 obliges the company to call new meetings every 40 days, increasing cost and management distraction.

The Board unanimously recommends 鈥淔OR鈥� on all four proposals.

Nuwellis, Inc. (Nasdaq: NUWE) has filed a PRE 14A preliminary proxy ahead of a virtual Special Meeting scheduled for August 4, 2025. Four key proposals will be put to a vote:

• Proposal 1 鈥� Warrant Exercise Approval: authorises up to 1,599,214 new common shares on exercise of Series A, Series B and underwriter warrants issued in a June 10, 2025 $5 million financing. Exercise price is initially $12.60 per share (Series A reset feature; Series B cash-less option). The company would receive an estimated $3.3 million of additional cash if all warrants are exercised for cash.
• Proposal 2 鈥� Authorised Share Increase: doubles authorised common stock to 200 million shares (from 100 million) while keeping preferred stock at 40 million.
• Proposal 3 鈥� Discretionary Reverse Split: empowers the Board to effect a split between 1-for-5 and 1-for-70 within 12 months to maintain Nasdaq compliance. Based on 22.14 million pre-split shares (June 9, 2025 basis), outstanding shares would fall to between ~4.4 million and ~0.32 million. All conversion and option ratios adjust accordingly; fractional shares will be paid in cash.
• Proposal 4 鈥� Adjournment Authority: permits meeting adjournment to solicit more proxies if needed.

The Board unanimously recommends FOR all proposals. Only holders of record on June 9, 2025 (130,154 shares outstanding post 1-for-42 split effective July 3, 2025) may vote.

Strategic rationale

• Capital flexibility: Warrant exercises and increased authorised shares would fund working capital and product development.
• Listing compliance: Reverse split authority is intended to restore/maintain the $1.00 minimum bid price and other Nasdaq standards after multiple historical deficiencies.
• Cost containment: A favourable vote avoids recurring 40-day shareholder meetings required under the Warrant agreement.

Shareholder impact

• Dilution risk: Full warrant exercise represents >1,100% dilution versus current shares outstanding; further dilution possible from 200 million authorised share capacity.
• Market effects: Reverse splits often compress liquidity and can pressure share price; holders owning < 5鈥�70 shares pre-split will be cashed out for fractions.
• Governance considerations: Board retains broad discretion on split ratio and timing, and can issue significant additional shares without further shareholder approval.

Absent approval, Nuwellis cannot permit warrant exercise and must call successive meetings every 40 days, incurring extra costs and delaying access to potential cash proceeds.

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) 鈥� Form 4 insider transaction

Chief Accounting Officer Mark A. Pallot reported a single transaction dated 28 June 2025 coded 鈥�F,鈥� 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 鈥淔鈥� transactions are administrative and do not reflect the insider鈥檚 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.