Nuwellis Inc

This proposal requests shareholder approval under Nasdaq Listing Rule 5635(d) to authorize the issuance of up to 2,396,709 shares of common stock upon the exercise of warrants issued or repriced in the Offering that closed on June 8, 2026. Management is seeking approval because Nasdaq treats the value attributable to attached warrants as part of an offering and requires stockholder approval before those warrants can be exercised; accordingly the warrants were structured to be non-exercisable until stockholder approval is obtained. The financing closed and the warrants were issued/repriced prior to this meeting; the Company is now seeking retroactive approval solely to permit future exercise and issuance of the underlying shares. If approved, the Company could receive up to approximately $18.0 million in proceeds from cash exercise of Series C Warrants (at initial terms) and additional proceeds from other warrants, which management says would support operations and clinical development. If not approved, the warrants remain unexercisable, the Company would need to hold additional stockholder meetings every 60 days until approval is obtained, and management would expend time and incur costs seeking approval. The board acknowledges the dilutive effect on existing shareholders — full exercise would increase outstanding shares materially — and warns of potential adverse market pressure from sale of shares. The recommendation to vote FOR is grounded in the immediate capital needs and the operational benefit of permitting exercises; investors should weigh that funding benefit against dilution and potential share-price impacts. The proposal interacts with Proposal 2 (reverse split) because exercise economics and share counts are affected by any subsequent split; the Company has disclosed relevant warrant reset mechanics (e.g., Series C Price Reset and Series D zero-cash exercise) that could materially affect dilution and proceeds depending on the Board’s actions.

This management proposal asks shareholders to amend the Company’s Certificate of Incorporation to grant the Board authority to effect, at its discretion within 12 months, a reverse stock split at any ratio between 1-for-5 and 1-for-70. Management frames the request as a pre-approval to give the Board flexibility to raise the per-share market price and address potential noncompliance with Nasdaq listing standards, principally the minimum bid price requirement. The Board may elect not to implement the split even if approved, and if it elects to implement a split it will select the specific ratio after considering market conditions, outstanding share counts, stockholder equity, trading volume and the number of shares that will remain outstanding. The reverse split would proportionately reduce outstanding shares (and increase per-share exercise/conversion prices of options, warrants and convertible preferred stock), leave authorized shares unchanged, and could lead to increased authorized-but-unissued shares available for future issuance — a potential anti-takeover or dilutive mechanism. The Company discloses fractional-share treatment (rounding down and cash-in-lieu), tax consequences, and risks that the split may not produce a proportionate increase in market capitalization or sustained compliance, and that it could reduce liquidity or convert the stock into a “penny stock” if delisted. The Board recommends the proposal to preserve listing and fundraising flexibility; investors should weigh the potential benefit of avoiding delisting against increased authorization for future dilution and possible negative market perception from a reverse split. Operationally, the proposal gives management discretion to time and size the split, which can be useful tactically but concentrates decision-making power in the Board without further shareholder approval.

This management proposal seeks shareholder authorization to adjourn the special meeting one or more times, for periods of less than 30 days, if there are insufficient votes to approve Proposals 1 or 2, thereby allowing the Company to solicit additional proxies without resetting the record date. Management says this procedural authorization is intended to permit proxies already received to be voted at a reconvened meeting and to avoid additional formal notice requirements when the adjournment is short and the record date remains unchanged. The vote requirement is a majority of shares present and entitled to vote at the special meeting; abstentions will count as votes against the adjournment and broker non-votes will have no effect. The Board recommends the adjournment authority to minimize disruptions and costs associated with reconvening and to improve the likelihood of obtaining the necessary approvals for the substantive proposals. While purely procedural, approval can materially affect whether Proposals 1 and 2 can be passed without repeated solicitations and the associated expense and management distraction. Investors should note that this proposal gives the Board flexibility to continue solicitation efforts but does not change substantive rights or the terms of the other proposals. The Board unanimously recommends a vote FOR this proposal.