424B3 1 ny20080465x2_424b3.htm 424B3

Filed pursuant to Rule 424(b)(3)

Registration No. 333-298422

PROSPECTUS

1,350,217 Shares of Common Stock Offered by the Selling Stockholders

This prospectus (“prospectus”) relates to the offer and resale from time to time by the selling stockholders identified in this prospectus under the caption “Selling Stockholders” (the “selling stockholders”), including their permitted pledgees, assignees, donees, transferees or successor-in-interest, of up to 1,310,890 shares of common stock, $0.0001 par value per share (“common stock”) issuable upon the exercise of common stock purchase warrants issued on August 3, 2026 (“August Warrants”) in a private placement pursuant to a securities purchase agreement, dated as of July 31, 2026, by and among us and the purchasers named therein (the “August Purchase Agreement”). The August Warrants have an exercise price of $2.59 per share.

This prospectus also relates to the offer and resale from time to time of up to 39,327 shares of common stock issuable upon the exercise of common stock purchase warrants issued pursuant to a placement agent agreement, dated as of July 31, 2026, to Ladenburg Thalmann & Co. Inc. (the “Placement Agent”) or its designees on August 3, 2026 (the “PA Warrants,” and together with the August Warrants, the “Warrants”) in connection with the Private Placement. The PA Warrants have substantially the same terms as the August Warrants, except that the PA Warrants have an exercise price of $4.2735 per share.

The selling stockholders may offer, sell or distribute the shares of our common stock in a number of different ways and at varying prices. We provide more information about how the selling stockholders may offer, sell or distribute the shares of our common stock in the section of this prospectus titled “Plan of Distribution” beginning on page 11. We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of shares of our common stock by the selling stockholders. However, we will receive proceeds upon the cash exercise of any Warrants. See “Use of Proceeds” for more information.

We have paid or will pay the fees and expenses incident to the registration of the shares of our common stock for sale by the selling stockholders. The selling stockholders will bear all commissions, discounts, brokerage fees and similar expenses, if any, attributable to their sales of shares of our common stock.

We cannot predict when or in what amounts, if any, the Warrants will be exercised. We have paid or will pay the fees and expenses incident to the registration of the shares of our common stock for sale by the selling stockholders. The selling stockholders will bear all commissions, discounts, brokerage fees and similar expenses, if any, attributable to their sales of shares of our common stock.

Our common stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “NUWE.” On August 14, 2026, the last reported sale price of our common stock as reported on Nasdaq was $1.31 per share.

We are a “smaller reporting company” as defined under U.S. federal securities laws and, as such, have elected to comply with reduced public company reporting requirements. See “Prospectus Summary - Implications of Being a Smaller Reporting Company.” This prospectus complies with the requirements that apply to an issuer that is a smaller reporting company.

An investment in our shares of common stock involves a high degree of risk. Before making any investment decision, you should carefully read the discussion of the material risks of investing in our shares of common stock in “Risk Factors” beginning on page 4 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is August 26, 2026


			Page
ABOUT THIS PROSPECTUS			1
PROSPECTUS SUMMARY			2
THE OFFERING			3
RISK FACTORS			4
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			5
USE OF PROCEEDS			7
DESCRIPTION OF PRIVATE PLACEMENT			8
SELLING STOCKHOLDERS			9
PLAN OF DISTRIBUTION			11
DESCRIPTION OF OUR CAPITAL STOCK			13
LEGAL MATTERS			18
EXPERTS			18
WHERE YOU CAN FIND MORE INFORMATION			19
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE			20


Name of Selling Stockholder		Number of shares of common stock beneficially owned prior to the offering	Maximum number of shares of common stock to be sold pursuant to this prospectus	Number of shares of common stock beneficially owned after the offering	Percentage of shares of common stock beneficially owned after the offering (%)
(1)	3i, LP	95,600	95,600	0	*
(2)	Anson Investments Master Fund LP	193,050	193,050	0	*
(3)	Armistice Capital Master Fund Ltd.	193,050	193,050	0	*
(4)	BPY Limited	36,328	36,328	0	*
(5)	Intracoastal Capital, LLC	155,536	154,440	1,096	*
(6)	Lind Global Fund III LP	360,545	193,050	167,495	4.59%
(7)	Nomis Bay Ltd.	59,272	59,272	0	*
(8)	Orca Capital AG	290,807	193,050	97,757	*
(9)	Robert Forster	193,050	193,050	0	*
(10)	Ladenburg Thalmann & Co. Inc.	58,216	39,327	18,889	*