Nuwellis, Inc. 8-K

What Happened
Nuwellis, Inc. (NASDAQ: NUWE) announced on an 8‑K that three directors — Dave McDonald, Mike McCormick and Dr. Maria Costanzo — resigned effective January 21, 2026 (not due to any disagreements). The board reduced its size from six to five members and on January 21, 2026 appointed Katharyn Field and Mika Grasso as Class I directors, each with terms expiring at the Company’s 2026 annual meeting. A press release announcing the appointments was issued January 23, 2026.

Key Details

• Resignations: Dave McDonald, Mike McCormick, Dr. Maria Costanzo — effective January 21, 2026; resignations were not due to disagreements with the company.
• New directors: Katharyn Field (age 32) and Mika Grasso (age 28), both designated as independent under Nasdaq/SEC standards and appointed January 21, 2026.
• Committee roles: Field expected to join the Audit and Compensation Committees; Grasso expected to join the Audit and Nominating & Corporate Governance Committees.
• Conditions and agreements: Both new directors signed the company’s standard indemnity agreement and are eligible for the Non-Employee Director Compensation Program. Each agreed to promptly resign if an equity investment of at least $5 million is not made within 30 days of the Company filing a related Form S-1 (or within 30 days of clearing SEC comments).

Why It Matters
Board composition and independence are important to governance and investor oversight. These filings show Nuwellis replaced three departing directors with two independent directors who have executive and investment backgrounds, reduced the board size, and set a clear contingency tied to a potential $5 million investment and S-1 timing. Investors should note the governance change, committee assignments (especially Audit Committee additions), and the explicit investment-condition resignation clause when assessing corporate direction and capital-raising signals.