NUWE 8-K/A
Nuwellis, Inc. (NUWE)
8-K/A
2026-04-01
For: 2026-03-26
View Original
Added on
April 10, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 26, 2026
(Exact Name of Registrant as Specified in its Charter)
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No.
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(State or Other Jurisdiction of Incorporation or Organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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(Address of Principal Executive Offices)
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(Zip Code)
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(952 ) 345-4200
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory Note
This Current Report on Form 8-K/A (“Amendment No. 1”) amends the Current Report on Form 8-K filed with the
Securities and Exchange Commission on March 27, 2027 (the “Initial Filing”) by Nuwellis, Inc. (the “Company”). This Amendment No.
1 is being filed pursuant to Item 5.02(a)(3)(iii) of Form 8-K in order to file as exhibits, supplemental letters received from each of Katharyn Field and Mika Grasso, former members of the Board of Directors of the Company (the “Board”), pursuant to the opportunity to respond to the Initial Filing granted to each of them under Item 5.02(a)(3)(ii) of Form 8-K. The information contained in this Amendment No. 1 supplements
the information contained in the Initial Filing.
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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As previously disclosed in the Initial Filing, on March 26, 2026, each of Mika Grasso and Katharyn Field resigned, effective immediately, from the Board.
Copies of their resignation letters were attached as exhibits to the Initial Filing. On March 31, 2026, each of Katharyn Field and Mika Grasso provided supplemental letters to the Company’s Initial Filing (the “Response Letters”). The Response Letters are attached hereto as Exhibits 17.1 and 17.2, respectively.
The Company and the continuing members of the Board do not agree with certain statements made by Ms. Field and Mr. Grasso in the Response Letters and believe that the
Company’s description of the circumstances set forth in the Initial Filing is accurate.
CAUTIONARY NOTE
IN THE INTERESTS OF FULL AND COMPLETE DISCLOSURE, THE RESPONSE LETTERS DELIVERED BY MR. GRASSO AND MS. FIELD ARE BEING FILED IN EXACTLY THE FORM IN WHICH
THEY WERE PROVIDED TO THE COMPANY, WITHOUT REDACTION OR MODIFICATION OF ANY KIND. THE COMPANY WISHES TO EMPHASIZE THAT THE PREVIOUSLY FILED RESIGNATION LETTERS AND THE ATTACHED RESPONSE LETTERS REFLECT ONLY THE THOUGHTS AND BELIEFS OF MR. GRASSO AND
MS. FIELD, WHICH MAY OR MAY NOT CORRESPOND WITH THE THOUGHTS AND BELIEFS OF ANY REPRESENTATIVE OF THE COMPANY, AND MANY OF WHICH ARE EXPRESSLY CONTRARY TO THE THOUGHTS AND BELIEFS OF THE COMPANY’S MANAGEMENT AND THE BOARD AND TO THE FACTS RELEVANT TO
THE VARIOUS ISSUES. AS A RESULT, THE COMPANY TAKES NO RESPONSIBILITY FOR THE CONTENTS OF THE RESIGNATION LETTERS OR THE RESPONSE LETTERS, INCLUDING ANY RESPONSIBILITY THAT MAY ARISE IN CONNECTION WITH ANY OF THE FORWARD-LOOKING STATEMENTS CONTAINED
IN THE RESIGNATION LETTERS OR RESPONSE LETTERS. STOCKHOLDERS AND INVESTORS ARE STRONGLY ENCOURAGED TO RELY ONLY ON THE INFORMATION ABOUT THE COMPANY CONTAINED IN THE COMPANY’S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE
COMPANY’S MOST RECENT ANNUAL REPORT ON FORM 10-K, QUARTERLY REPORTS ON FORM 10-Q AND CURRENT REPORTS ON FORM 8-K.
| Item 9.01 |
Financial Statements and Exhibits.
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(d)
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Exhibits:
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Exhibit No.
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Description
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Letter, dated March 31, 2026, to the Board of Directors of Nuwellis, Inc. from Katharyn Field
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Letter, dated March 31, 2026, to the Board of Directors of Nuwellis, Inc. from Mika Grasso
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104
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Cover Page Interactive Data File (Embedded within the Inline XBRL Document).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Date: April 1, 2026
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NUWELLIS, INC.
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By:
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/s/ John L. Erb
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Name:
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John L. Erb
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Title:
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President and Chief Executive Officer
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Exhibit 17.1
March 31, 2026
Board of Directors
Nuwellis, Inc.
12988 Valley View Road
Eden Prairie, MN 55344
c/o Neil Ayotte General Counsel and Secretary & John Erb, Chief Executive Officer and Chairman of the Board
| Re: |
Letter in Response to Nuwellis, Inc. Current Report on Form 8-K Filed on March 27, 2026
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Dear Members of the Board:
I, Katharyn Field, submit this letter to the Board in response to the Company’s Current Report on Form 8-K, dated March 27, 2026, which, among other
things, announced the resignations of myself and Mika Grasso. Each of our resignation letters speaks for itself. I limit this response, however, to my individual comments and allow Mr. Grasso to share his thoughts if he wishes.
My resignation letter contains factual details about the Company’s leadership, members of the Board, and its advisors. The Company cannot reasonably
or justifiably claim that these facts are incorrect, deceptive, based on conjecture, or intended to cause harm. Although the Company may be uncomfortable with uncomfortable truths being made public, it cannot manipulate unfavorable facts to
misrepresent its actions (or inactions) and reach an inaccurate conclusion. I, therefore, take exception to, and disagree with, the statements contained in the Company’s Current Report on Form 8-K which attempt to characterize my resignation letter
and any contents therein as erroneous, misleading, speculative, or malicious.
| Sincerely, |
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| /s/ Katharyn Field |
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| Katharyn Field |
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Exhibit 17.2
March 31, 2026
Board of Directors
Nuwellis, Inc.
12988 Valley View Road
Eden Prairie, MN 55344
c/o Neil Ayotte General Counsel and Secretary & John Erb, Chief Executive Officer and Chairman of the Board
| Re: |
Letter in Response to Nuwellis, Inc. Current Report on Form 8-K Filed on March 27, 2026
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Dear Members of the Board:
I, Mika Grasso, submit this letter to the Board in response to the Company’s Current Report on Form 8-K, dated March 27, 2026, which, among other
things, announced the resignations of myself and Katharyn Field.
I join Ms. Field’s letter in response to the Company’s Current Report on Form 8-K, and write separately to emphasize that each of our resignation
letters speaks for itself, and that I take exception to, and disagree with, the statements contained in the Company’s Current Report on Form 8-K which attempt to characterize my resignation letter and any contents therein as erroneous, misleading,
speculative, or malicious.
| Sincerely, | |
| /s/ Mika Grasso | |
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Mika Grasso
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