Filed pursuant to Rule 424(b)3
Registration No. 333-237911
Registration No. 333-237911
PROSPECTUS
CHF SOLUTIONS, INC.
6,726,506 Shares of Common Stock issuable upon exercise of Warrants
This prospectus relates to the resale, from time to time, of (i) an aggregate of 4,161,392 shares of our common stock, par value $0.0001 per share (the “Common Stock”) issuable upon exercise of common stock purchase warrants issued on March 23, 2020 (the “March Warrants”) and (ii) an aggregate of 2,565,114 shares of our Common Stock issuable upon exercise of common stock purchase warrants issued on April 1, 2020 (“April Warrants” together with the March Warrants, the “Warrants”) by Anson Investments Master Fund LP (“Anson”), Empery Asset Master, LTD (“Empery Asset Master”), Empery Tax Efficient, LP (“Empery Tax Efficient”), Empery Tax Efficient II, LP (“Emery Tax Efficient II” and together with Anson, Empery Asset Master and Empery Tax Efficient, we collectively refer to the “Selling Stockholders”).
We are not selling any securities under this prospectus and we will not receive proceeds from the sale of Common Stock by the Selling Stockholders. However, we may receive proceeds from the cash exercise of the Warrants, which, if exercised in cash at the current applicable exercise price with respect to all of the 6,726,506 shares of Common Stock, would result in gross proceeds of approximately $2,503,000. We sold the March Warrants to the Selling Shareholders under a purchase agreement, dated March 19, 2020 (the “March Purchase Agreement”), for gross proceeds of approximately $1,248,000 on March 23, 2020. For a more detailed description of the March Warrants, see the section “Sale of Securities to Selling Stockholders”. Furthermore, we sold the April Warrants to the Selling Stockholders under a purchase agreement, dated March 30, 2020 (“April Purchase Agreement”) for gross proceeds of approximately $2,226,000 on April 1, 2020. For a more detailed description of the Warrants, see the section “Sale of Securities to Selling Stockholders”.
We will pay the expenses of registering the shares of Common Stock offered by this prospectus, but all selling and other expenses incurred by each Selling Stockholder will be paid by such Selling Stockholder. The Selling Stockholders may sell the shares of our Common Stock offered by this prospectus from time to time on terms to be determined at the time of sale through ordinary brokerage transactions or through any other means described in this prospectus under “Plan of Distribution.” The prices at which the Selling Stockholders may sell shares will be determined by the prevailing market price for shares of our Common Stock or in negotiated transactions.
Our Common Stock trades on The Nasdaq Capital Market under the ticker symbol “CHFS”. On April 27, 2020, the last reported sale price per share of our Common Stock was $0.42 per share. See “Description of Capital Stock – Common Stock – Listing.”
Investing in our Common Stock involves a high degree of risk. Before making any investment in our Common Stock, you should read and carefully consider the risks described in this prospectus under the section of this prospectus entitled “Risk Factors” on page 7 of this prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is May 6, 2020.