Nuwellis, Inc.NUWE

Nuwellis, Inc. Commitments Disclosure

10-KFiled Mar 11, 20262 min read
Note 9—Commitments and Contingencies
 
Employee Retirement Plan
 
The Company has a 401(k) plan that provides a retirement benefit to substantially all full-time U.S. employees. Eligible employees may contribute a percentage of their annual compensation, subject to Internal Revenue Service limitations, with the Company matching a portion of the employees’ contributions at the discretion of the Company. Matching contributions totaled $128,000 and $88,000 for the years ended December 31, 2025, and 2024, respectively.
 
International Exit
 
On August 7, 2025, the Company announced its decision to exit substantially all of its international operations in order to focus exclusively on the U.S. market—where the Company is seeing the strongest growth and clinical demand. With expanding traction in U.S. cardiac surgery and pediatric programs, and a rising opportunity in the hospital-based outpatient space, the Company is streamlining to prioritize investment in markets where it can have the most immediate and long-term impact. As of December 31, 2025, the Company has accrued approximately $246,000 in contractual exit fees and product repurchase obligations with certain of its former international distributors. This amount is included in “Accounts payable and accrued liabilities” line on the Consolidated Balance Sheet. These accrued contractual exit fees and product repurchase obligations will be substantially paid out by the end of the first quarter of fiscal 2026.
 
Technology License Fee
 
On September 11, 2025, the Company entered into a research and development collaboration agreement with Koronis Biomedical Corporation (KBT) to design and develop certain technology having utility in renal replacement therapy for small children and neonates with acute kidney injury, fluid overload and kidney failure. This agreement became effective on September 5, 2025, when KBT received approval of a $3.0 million grant from the National Institutes of Health (NIH) to support this project. As part of this agreement, the Company will pay KBT a non-refundable technology license fee of $600,000, payable in eighteen monthly installments commencing on January 1, 2027. The Company can unilaterally terminate the Agreement at any time for any reason making future installments avoidable. No unconditional obligation exists until each installment becomes due. Installments are expensed as Research and Development only when due. Discounting is not applied because the installments do not represent a present obligation.
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Historical Timeline

Fiscal YearFiled
2025Mar 11, 2026Showing above
2024Mar 11, 2025
2023Mar 11, 2024
2022Mar 3, 2023
2021Mar 3, 2022
2020Mar 25, 2021
2019Mar 5, 2020
2018Feb 21, 2019
2017Mar 22, 2018
2016Mar 8, 2017
2015Mar 15, 2016

About Commitments Disclosures

Commitments and contingencies disclosures catalog a company's off-balance-sheet obligations and legal exposures — purchase commitments, guarantee arrangements, pending litigation, and regulatory proceedings. These items represent potential future cash outflows that may not appear as liabilities on the balance sheet until they become probable and estimable.

Key signals: litigation reserves and disclosed loss ranges quantify management's estimate of legal exposure, but unquantified "reasonably possible" losses often represent the larger risk. Watch for changes in language around pending cases — shifts from "remote" to "reasonably possible" or increases in estimated loss ranges signal deteriorating outcomes. Unconditional purchase obligations and take-or-pay contracts create fixed cost structures that reduce operational flexibility. Guarantee arrangements for subsidiaries or joint ventures can create cascading obligations. Compare the total commitment schedule against projected free cash flow to assess whether the company can meet its obligations without additional financing.

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