Delaware
|
3845
|
68-0533453
|
||
(State or other jurisdiction
of incorporation or organization)
|
(Primary Standard Industrial
Classification Code Number)
|
(I.R.S. Employer
Identification No.)
|
Phillip D. Torrence
Meredith Ervine
Honigman LLP
650 Trade Center Way, Suite 200
Kalamazoo, MI 49002
Tel: (269) 337-7700
Fax: (269) 337-7703
|
Thomas Lynch
General Counsel
CHF Solutions, Inc.
12988 Valley View Road
Eden Prairie, Minnesota 55344
Tel: (952) 345-4200
|
Michael F. Nertney
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, NY 10105-0302
Tel: (212) 370-1300
Fax: (212) 401-4741
|
Large accelerated filer ☐
|
Accelerated filer ☐
|
Non-accelerated filer ☒
|
Smaller reporting company ☒
|
Emerging growth company ☐
|
Title of each class of
securities to be registered
|
Proposed
maximum
aggregate
offering price(1)
|
Amount of
registration fee
(2)(3)
|
|||
Class A Units consisting of:
|
|||||
(i) Shares of common stock, par value $0.0001 per share
|
|||||
(ii) Warrants to purchase common stock
|
|||||
Class B Units consisting of:
|
|||||
(i) Shares of Series G Convertible Preferred Stock
|
|||||
(ii) Shares of common stock issuable on conversion of Series G Convertible Preferred Stock
|
|||||
(iii) Warrants to purchase common stock
|
|||||
Common stock issuable upon exercise of Warrants
|
|||||
Total
|
$6,210,000
|
$752.66
|
|||
(1)
|
Estimated solely for the purpose of computing the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the “Act”).
Pursuant to Rule 416 under the Act, the securities registered also include such indeterminate amounts and numbers of shares of common stock issuable to cover additional securities that may be offered or issued to prevent dilution resulting
from stock splits, stock dividends or similar transactions. Represents only the additional number of securities being registered, including the price of additional shares of common stock and warrants to purchase shares of common stock that
the underwriters have the option to purchase to cover over-allotments, if any. Does not include the securities that the registrant previously registered on the registration statement on Form S-1 (File No. 333-229102).
|
||||
(2)
|
Calculated pursuant to Rule 457(o) based on an estimate of the proposed maximum aggregate offering price of all securities being registered.
|
||||
(3)
|
The registrant previously paid filing fees of $3,763.26 in connection with previous filings of its registration statement on Form S-1 (File No.
333-229102).
|
Exhibit Number
|
Description
|
|
Opinion of Honigman LLP.
|
||
Consent of Independent Registered Public Accounting Firm.
|
||
Consent of Honigman LLP (included in Exhibit 5.1).
|
||
Power of Attorney (incorporated by reference to Exhibit 24.1 to the Form S-1 Registration Statement (Registration No. 333-229102), filed by CHF
Solutions, Inc. on December 31, 2018).
|
*
|
Filed herewith.
|
**
|
Previously filed.
|
CHF SOLUTIONS, INC.
|
||
By:
|
/s/ JOHN L. ERB
|
|
John L. Erb
|
||
Chief Executive Officer and Chairman of the Board
|
Signature
|
Title
|
Date
|
||
/s/ JOHN L. ERB
|
Principal Executive Officer
and Chairman of the Board
|
March 7, 2019
|
||
John L. Erb
|
||||
/s/ CLAUDIA DRAYTON
|
Principal Financial Officer and
Principal Accounting Officer
|
March 7, 2019
|
||
Claudia Drayton
|
||||
*
|
Director
|
March 7, 2019
|
||
Steve Brandt
|
||||
*
|
Director
|
March 7, 2019
|
||
Matthew Likens
|
||||
*
|
Director
|
March 7, 2019
|
||
Jon W. Salveson
|
||||
*
|
Director
|
March 7, 2019
|
||
Gregory Waller
|
||||
*
|
Director
|
March 7, 2019
|
||
Warren Watson
|
* By:
|
/s/ JOHN L. ERB
|
|
John L. Erb
Attorney-in-fact
|
(269) 337-7700
Fax: (269) 337-7701
|
Re:
|
Registration Statement on Form S-1
|
1. |
When the Certificate of Designation has been properly filed with the Delaware Secretary of State, the Preferred Stock will be duly authorized and, upon issuance, delivery,
and payment therefor pursuant to the terms of the Underwriting Agreement, the Preferred Stock will be validly issued, fully paid and non-assessable.
|
2. |
The shares of Common Stock that are (a) offered by the Registration Statement, to be issued and sold by the
Company as described in the Registration Statement and in the manner set forth in the Underwriting Agreement, against payment therefor, (b) issuable upon the valid exercise of the warrants underlying the Units in accordance
with their terms, including without limitation, payment of the consideration therefor as described therein, and (c) issuable upon the valid conversion of the shares of Preferred Stock in accordance with the Certificate of Designation,
in each case, when issued and delivered in accordance with the Underwriting Agreement, warrant, or Preferred Stock conversion right, as applicable (including, without
limitation, the payment in full of all applicable consideration therefor) and in accordance with the Company’s Certificate of Incorporation, as amended and supplemented to date by all amendments and certificates of designation
thereto, will be validly issued, fully paid and non-assessable.
|
3. |
When the warrants underlying the Units have been duly executed and delivered by the Company against payment of the consideration for the Units specified in the Underwriting
Agreement, such warrants underlying the Units will constitute binding obligations of the Company, enforceable against the Company in accordance with their terms.
|
4. |
The Units, when issued against payment therefor as set forth in the Registration Statement and the Underwriting Agreement, will be validly issued, fully paid and
non-assessable.
|
Very truly yours,
|
|
/s/ Honigman LLP
|
|
Honigman LLP
|