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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 3, 2018

CHF Solutions, Inc.

(Exact name of registrant as specified in its charter)

 

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12988 Valley View Road

Eden Prairie, Minnesota  55344

(Address of principal executive offices) (Zip Code)

(952) 345-4200

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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On July 3, 2018, CHF Solutions, Inc. (the “Company”) issued a press release announcing the closing of the previously announced underwritten public offering (the “Offering”) of its common stock, including the full exercise of the underwriters’ over-allotment option to purchase additional shares. A copy of the press release issued by the Company announcing the closing of the Offering is attached to this report as Exhibit 99.1 and incorporated herein by reference.

(d)

Exhibits.

The following exhibit is filed as part of this report:

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

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Exhibit 99.1

 

CHF Solutions, Inc. Announces Closing of Common Stock Offering

EDEN PRAIRIE, Minn., July 3, 2018 (GLOBE NEWSWIRE) -- CHF Solutions, Inc. (NASDAQ:CHFS) today announced the closing of its previously-announced underwritten public offering of 2,547,169 shares of its common stock at a price to the public of $2.12 per share, for gross proceeds of $5.4 million, including the full exercise of the underwriters’ over-allotment option to purchase additional shares of CHF Solutions common stock, prior to deducting underwriting discounts and commissions and offering expenses payable by CHF Solutions.

Ladenburg Thalmann & Co. Inc., a subsidiary of Ladenburg Thalmann Financial Services Inc. (NYSE American:LTS), acted as sole book-running manager in connection with the offering. Dawson James Securities, Inc. acted as co-manager for the offering.

The company intends to use the net proceeds for the offering for general corporate purposes, including the expansion of its field sales force and commercial organization.

The offering was made pursuant to a shelf registration statement on Form S-3 (File No. 333-224881) that was filed by the company with the Securities and Exchange Commission (SEC) and was declared effective on May 23, 2018.  A preliminary prospectus supplement and accompanying prospectus relating to the offering was filed with the SEC and a final prospectus supplement and the accompanying prospectus relating to this offering were filed with the SEC. Copies of the final prospectus supplement and the accompanying prospectus relating to and describing the terms of the offering may be obtained from Ladenburg Thalmann & Co. Inc., 277 Park Avenue, 26th Floor, New York, NY 10172, or by email at prospectus@ladenburg.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About CHF Solutions

CHF Solutions, Inc. (Nasdaq:CHFS) is a medical device company focused on commercializing the Aquadex FlexFlow system for Aquapheresis® therapy. The Aquadex FlexFlow system is indicated for temporary (up to eight hours) ultrafiltration treatment of patients with fluid overload who have failed diuretic therapy, and extended (longer than 8 hours) ultrafiltration treatment of patients with fluid overload who have failed diuretic therapy and require hospitalization. All treatments must be administered by a healthcare provider, under physician prescription, both of whom having received training in extracorporeal therapies. The company’s mission is to predict, measure, and control patient fluid balance through science, collaboration, and innovative medical technology. CHF Solutions is a Delaware corporation headquartered in Minneapolis, Minnesota with wholly owned subsidiaries in Australia and Ireland. The company has been listed on the NASDAQ Capital Market since February 2012.

Forward-Looking Statements

Certain statements in this release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including without limitation, statements about the anticipated use of the net proceeds from the common stock offering.  Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this release, including, without limitation, those risk associated with our ability to execute on our recently announced strategic realignment, the possibility that we may be unable to raise sufficient funds necessary for our anticipated operations, our post-market clinical data collection activities, benefits of our products to patients, our expectations with respect to product development and commercialization efforts, our ability to increase market and physician acceptance of our products, potentially competitive product offerings, intellectual property protection, our ability to integrate acquired businesses, our expectations regarding anticipated synergies with and benefits from acquired businesses, and other risks and uncertainties described in our filings with the SEC. Forward-looking statements speak only as of the date when made. CHF Solutions does not assume any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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CONTACTS:

INVESTORS:

Claudia Napal Drayton

Chief Financial Officer

CHF Solutions, Inc.

952-345-4205

-or-

Bret Shapiro

Managing Partner

CORE IR

516-222-2560

MEDIA

Jules Abraham

JQA Partners, Inc.

917-885-7378