UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Nuwellis, Inc.
(Name of Issuer)
Common stock, par value $0.0001 per share
(Title of Class of Securities)
67113Y405
(CUSIP Number)
July 24, 2024
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
a. | ☐ |
Rule 13d-1(b) |
b. | ☒ |
Rule 13d-1(c) |
c. | ☐ |
Rule 13d-1(d) |
* | The remainder of this cover page shall be filled out for
a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this
cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP No. 67113Y405
1. |
Names of Reporting Persons.
Mitchell P. Kopin |
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐ |
3. |
SEC Use Only
|
4. |
Citizenship or Place of Organization
|
United States of America |
Number of
Shares Beneficially
Owned by Each
Reporting
Person With: |
5. |
Sole Voting Power
|
0 |
6. |
Shared Voting Power
|
58,888 |
7. |
Sole Dispositive Power
|
0 |
8. |
Shared Dispositive Power
|
58,888 |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
|
58,888 (see Item 4) |
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ☐
|
11. |
Percent of Class Represented by Amount in Row (9)
|
4.99% (see Item 4) |
12. |
Type of Reporting Person (See Instructions)
IN; HC |
CUSIP No. 67113Y405
1. |
Names
of Reporting Persons.
Daniel B. Asher |
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐ |
3. |
SEC Use Only
|
4. |
Citizenship or Place of Organization
|
United States of America |
Number of
Shares Beneficially
Owned by Each
Reporting
Person With: |
5. |
Sole Voting Power
|
0 |
6. |
Shared Voting Power
|
58,888 |
7. |
Sole Dispositive Power
|
0 |
8. |
Shared Dispositive Power
|
58,888 |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
|
58,888 (see Item 4) |
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ☐
|
11. |
Percent of Class Represented by Amount in Row (9)
|
4.99% (see Item 4) |
12. |
Type of Reporting Person (See Instructions)
IN; HC |
CUSIP No. 67113Y405
1. |
Names
of Reporting Persons.
Intracoastal Capital LLC |
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐ |
3. |
SEC Use Only
|
4. |
Citizenship or Place of Organization
|
Delaware |
Number of
Shares Beneficially
Owned by Each
Reporting
Person With: |
5. |
Sole Voting Power
|
0 |
6. |
Shared Voting Power
|
58,888 |
7. |
Sole Dispositive Power
|
0 |
8. |
Shared Dispositive Power
|
58,888 |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
|
58,888 (see Item 4) |
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ☐
|
11. |
Percent of Class Represented by Amount in Row (9)
|
4.99% (see Item 4) |
12. |
Type of Reporting Person (See Instructions)
OO |
Nuwellis,
Inc. (the “Issuer”)
| (b) | Address
of Issuer’s Principal Executive Offices |
12988
Valley View Road
Eden
Prairie, Minnesota 55344
| (b) | Address
of Principal Business Office or, if none, Residence |
This
Schedule 13G is being filed on behalf of (i) Mitchell P. Kopin, an individual who is a citizen of the United States of America (“Mr.
Kopin”), (ii) Daniel B. Asher, an individual who is a citizen of the United States of America (“Mr. Asher”)
and (iii) Intracoastal Capital LLC, a Delaware limited liability company (“Intracoastal” and together with Mr. Kopin
and Mr. Asher, collectively the “Reporting Persons”).
The
Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1, pursuant
to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the
Securities Exchange Act of 1934, as amended.
The
principal business office of Mr. Kopin and Intracoastal is 245 Palm Trail, Delray Beach, Florida 33483.
The
principal business office of Mr. Asher is 111 W. Jackson Boulevard, Suite 2000, Chicago, Illinois 60604.
| (d) | Title
of Class of Securities |
Common
stock, par value $0.0001 per share, of the Issuer (the “Common Stock”).
67113Y405
Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
Not
applicable.
(i)
Immediately following the execution of the Securities Purchase Agreement with the Issuer on July 24, 2024 (the “SPA”)
(as disclosed in the Form 8-K filed by the Issuer with the Securities and Exchange Commission on July 25, 2024), each of the Reporting
Persons may have been deemed to have beneficial ownership of 51,887 shares of Common Stock to be issued to Intracoastal at the closing
of the transaction contemplated by the SPA, and all such shares of Common Stock in the aggregate represent beneficial ownership of approximately
7.4% of the Common Stock, based on (1) 651,911 shares of Common Stock outstanding as of July 24, 2024 as reported by the Issuer, plus
(2) 51,887 shares of Common Stock to be issued to Intracoastal at the closing of the transaction contemplated by the SPA. The foregoing
excludes (I) 103,774 shares of Common Stock issuable upon exercise of a warrant to be issued to Intracoastal at the closing of the transaction
contemplated by the SPA (“Intracoastal Warrant 1”) because Intracoastal Warrant 1 contains a blocker provision under
which the holder thereof does not have the right to exercise Intracoastal Warrant 1 to the extent (but only to the extent) that such
exercise would result in beneficial ownership by the holder thereof, together with the holder’s affiliates, and any other persons
acting as a group together with the holder or any of the holder’s affiliates, of more than 4.99% of the Common Stock, (II) 847
shares of Common Stock issuable upon exercise of a warrant held by Intracoastal (“Intracoastal Warrant 2”) because
Intracoastal Warrant 2 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant
2 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with
the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates,
of more than 4.99% of the Common Stock and (III) 160,946 shares of Common Stock issuable upon exercise of a second warrant held by Intracoastal
(“Intracoastal Warrant 3”) because Intracoastal Warrant 3 contains a blocker provision under which the holder thereof
does not have the right to exercise Intracoastal Warrant 3 to the extent (but only to the extent) that such exercise would result in
beneficial ownership by the holder thereof, together with the holder’s affiliates, and any other persons acting as a group together
with the holder or any of the holder’s affiliates, of more than 4.99% of the Common Stock. Without such blocker provisions, each
of the Reporting Persons may have been deemed to have beneficial ownership of 317,454 shares of Common Stock.
(ii)
As of the close of business on August 2, 2024, each of the Reporting Persons may have been deemed to have beneficial ownership of 58,888
shares of Common Stock, which consisted of (i) 847 shares of Common Stock issuable upon exercise of Intracoastal Warrant 2 and (ii) 58,041
shares of Common Stock issuable upon exercise of Intracoastal Warrant 2, and all such shares of Common Stock in the aggregate represent
beneficial ownership of approximately 4.99% of the Common Stock, based on (1) 651,911 shares of Common Stock outstanding as of July 24,
2024 as reported by the Issuer, plus (2) 469,340 shares of Common Stock issued at the closing of the transaction contemplated by the
SPA, (3) 847 shares of Common Stock issued to Intracoastal upon exercise of Intracoastal Warrant 2 and (4) 58,041 shares of Common Stock
issuable upon exercise of Intracoastal Warrant 1. The foregoing excludes (I) 45,733 shares of Common Stock issuable upon exercise of
Intracoastal Warrant 1 because Intracoastal Warrant 1 contains a blocker provision under which the holder thereof does not have the right
to exercise Intracoastal Warrant 1 to the extent (but only to the extent) that such exercise would result in beneficial ownership by
the holder thereof, together with the holder’s affiliates, and any other persons acting as a group together with the holder or
any of the holder’s affiliates, of more than 4.99% of the Common Stock and (II) 250,994 shares of Common Stock issuable upon exercise
of Intracoastal Warrant 3 because Intracoastal Warrant 3 contains a blocker provision under which the holder thereof does not have the
right to exercise Intracoastal Warrant 3 to the extent (but only to the extent) that such exercise would result in beneficial ownership
by the holder thereof, together with the holder’s affiliates, and any other persons acting as a group together with the holder
or any of the holder’s affiliates, of more than 4.99% of the Common Stock. Without such blocker provisions, each of the Reporting
Persons may have been deemed to have beneficial ownership of 355,615 shares of Common Stock.
| (c) | Number
of shares as to which each Reporting Person has: |
| (i) | Sole
power to vote or to direct the vote: 0 . |
| (ii) | Shared
power to vote or to direct the vote: 58,888
. |
| (iii) | Sole
power to dispose or to direct the disposition of 0
. |
| (iv) | Shared
power to dispose or to direct the disposition of 58,888
. |
Item 5. | Ownership
of Five Percent or Less of a Class |
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than 5 percent of the class of securities, check the following þ.
Item 6. | Ownership
of More than Five Percent on Behalf of Another Person. |
Not
applicable.
Item 7. | Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the
Parent Holding Company |
Not
applicable.
Item 8. | Identification
and Classification of Members of the Group |
Not
applicable.
Item 9. | Notice
of Dissolution of Group |
Not
applicable.
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely
in connection with a nomination under §240.14a-11.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Date:
August 2, 2024
|
/s/ Mitchell P. Kopin |
|
Mitchell P. Kopin |
|
|
|
/s/ Daniel
B. Asher |
|
Daniel B. Asher |
|
Intracoastal Capital LLC |
|
|
|
|
By: |
/s/ Mitchell
P. Kopin |
|
|
Mitchell P. Kopin, Manager |
Exhibit 1
JOINT
FILING AGREEMENT
The
undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and
that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity
of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such
amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not
be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or
has reason to believe that such information is inaccurate.
Date:
August 2, 2024
|
/s/ Mitchell P. Kopin |
|
Mitchell P. Kopin |
|
|
|
/s/ Daniel
B. Asher |
|
Daniel B. Asher |
|
Intracoastal Capital LLC |
|
|
|
|
By: |
/s/ Mitchell
P. Kopin |
|
|
Mitchell P. Kopin, Manager |
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