UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Specialized Disclosure Report
CHF SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware
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001-35312
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No. 68-0533453
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification Number)
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12988 Valley View Road, Eden Prairie, MN 55344
(Address of principal executive offices) (Zip code)
Claudia Drayton (952) 345-4200
(Name and telephone number, including area code, of person to contact in connection with this report)
Check the appropriate box to indicate the rule pursuant to which this form is being filed, and provide the period to which the information in this form applies:
☒ Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1, 2019 to
December 31, 2019.
Section 1 - Conflict Minerals Disclosure
Item 1.01 Conflict Minerals Disclosure and Report
This Form SD of CHF Solutions, Inc. (the “Company”) is filed pursuant to Rule 13p-1 promulgated
under the Securities Exchange Act of 1934, as amended, for the reporting period January 1, 2019 to December 31, 2019.
A copy of the Company’s Conflict Minerals Report is provided as Exhibit 1.01 to this Form SD, and is publicly available in the Investor section of the
Company’s website at www.chf-solutions.com, by selecting Financials and Filings under the Investors tab.
Item 1.02 Exhibit
A copy of the Company’s Conflict Minerals Report is provided as Exhibit 1.01 to this Form SD and incorporated herein by reference.
Section 2 - Exhibits
Item 2.01 Exhibits
The following exhibit is filed as part of this report.
Exhibit
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Description
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Conflict Minerals Report of CHF Solutions, Inc.
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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 duly
authorized undersigned.
CHF SOLUTIONS, INC.
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By:
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/s/ Claudia Drayton
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May 29, 2020
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Claudia Drayton
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(Date)
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Chief Financial Officer
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Exhibit 1.01
CHF SOLUTIONS, INC.
Conflict Minerals Report
For the reporting period from January 1, 2019 to December 31, 2019
Background
This Conflict Minerals Report (the “Report”) of CHF Solutions, Inc. (“we”, “us” or the “Company”) has been prepared pursuant to Rule 13p-1
and Form SD (the “Rule”) promulgated under the Securities Exchange Act of 1934, as amended, for the reporting period January 1, 2019 to December 31, 2019.
The Rule imposes certain reporting obligations on companies who manufacture or contract to manufacture products containing certain specified minerals
that are necessary to the functionality or production of the Company’s products. The specified minerals, which we collectively refer to in this Report as the “Conflict Minerals,” are gold,
columbite-tantalite (coltan), cassiterite and wolframite, including their derivatives, which are limited to tantalum, tin and tungsten (“3T”). The “Covered Countries” for the purposes of the Rule and this Report are the Democratic Republic of the Congo, the Republic of the Congo, the Central African Republic, South Sudan, Uganda, Rwanda, Burundi, Tanzania, Zambia
and Angola.
This Report relates to the process undertaken by the Company for the Company’s products that contain Conflict Minerals and were manufactured, or contracted to be manufactured,
during calendar year 2019.
Company Overview
We are a medical device company focused on commercializing the Aquadex FlexFlow® System and the Aquadex SmartFlow™ System. 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. The Aquadex SmartFlow system is indicated for temporary (up to 8 hours) or extended (longer than 8 hours in patients who require hospitalization) use in adult and pediatric patients weighing 20 kg or more
whose fluid overload is unresponsive to medical management, including diuretics. The Aquadex FlexFlow® System and the Aquadex SmartFlow™ System are collectively referred to herein as, the “Aquadex
System”. The Aquadex System consists of: (i) a console, a piece of capital equipment containing electromechanical pumps and an LCD screen (the “Console”), (ii) a one-time
disposable blood set (the “Aquadex Blood Set”), an integrated collection of tubing, filter, sensors, and connectors that contain and deliver the blood from and back to the patient, and
(iii) a disposable catheter (the “Aquadex Catheter”), a small, dual-lumen catheter designed to access the peripheral venous system of the patient and to simultaneously withdraw blood and
return filtered blood to the patient. Conflict Minerals are necessary to the functionality or production of certain critical components of the Aquadex System (the “Covered Products”) that
were manufactured, or contracted to be manufactured, by the Company during calendar year 2019.
Manufacturing of the Console, Aquadex Blood Set and Aquadex Catheter during 2019
As of the third quarter of 2018, we manufacture all of the Covered Products in-house in our Eden Prairie, Minnesota facility.
The Company’s Due Diligence Process
The Company formed a cross-functional team to address Conflict Minerals in the supply chain for the Aquadex System. This team
included the Senior Vice President, Regulatory, Quality, Clinical Research and Reimbursement, the Chief Legal and Compliance Office and other members of the Quality and Operations organization. This team conducted a good faith reasonable country of
origin inquiry (“RCOI”) to identify and trace Conflict Minerals in the Company’s supply chain, using procedures and tools recommended or provided by the Responsible Minerals Initiative
(formerly the Conflict-Free Sourcing Initiative) and the Organisation for Economic Cooperation and Development Due Diligence Guidance for Responsible Supply Chain of Minerals from Conflict-Affected and High Risk Areas: Third Edition, including the
related supplements on gold, tin, tantalum and tungsten (the “OECD Guidance”).
This RCOI was reasonably designed to determine whether any of the Conflict Minerals originated in the Covered Countries and whether any of the Conflict Minerals may be from
recycled or scrap sources. The Company does not purchase Conflict Minerals directly from mines, smelters or refiners; rather the Company contracts to manufacture products from materials and compounds acquired from third parties. The supply chain for
the Covered Products is complex, and there are many third parties in the supply chain between the ultimate manufacturer of the Covered Products and the original sources of Conflict Minerals. Therefore, the Company must rely, and has relied, on its
suppliers to provide information in their responses to the Company’s inquiries regarding the existence of Conflict Minerals in any materials or products supplied to the Company and the source of such Conflict Minerals, if any.
The Company’s direct suppliers are similarly reliant upon information provided by their suppliers. Our measures can provide only
reasonable, not absolute, assurance regarding the source and chain of custody of the necessary Conflict Minerals.
The Company determined that twenty suppliers were within the scope of the Company’s RCOI during calendar year 2019 and contacted all twenty suppliers,
requesting that such suppliers provide Conflict Minerals data by completing the Conflict Mineral Reporting Template, a supply chain survey tool provided by the Responsible Minerals Initiative. The Company’s reviewed the information received from such
suppliers.
Results of Due Diligence Process
The Company received responses from eleven suppliers. Five suppliers confirmed that no Conflict Minerals contained in the components supplied to the
Company are sourced from a Covered Country. One supplier responded that 3T included in its product line is sourced from Covered Countries. Five suppliers responded that they are not able to determine whether any of the 3T and/or gold in its product
line originates from a Covered Country since, to their knowledge, no refiners were sourcing from a Covered Country, but they did not receive responses from all of their suppliers.
The Company did not receive a response from nine suppliers. The Company is unable to determine the facilities used to process or the country of origin of
all of the necessary Conflict Minerals in the products provided by its suppliers. The Company does not believe it has significant leverage with its existing suppliers, given the minimal amount of purchases relative to the size of the suppliers, to
have an impact on the purchasing and sourcing decisions of its suppliers.
Further Efforts
The Company has yet to adopt a formal policy relating to the Conflict Minerals that incorporates the standards set forth in the OECD Guidance, although it
has implemented certain provisions in practice. The Company generally is committed to the responsible sourcing of materials of its products and supports greater transparency with regard to its supply chain but is taking a reasonable, measured
approach in responding to the requirements of the Rule.
The Company expects to take the following steps, among others, to improve its due diligence measures and to further mitigate the risk that the necessary
Conflict Minerals contained in the Company’s products finance or benefit armed groups in the Covered Countries: (i) continuing to identify any products that the Company manufactures or contracts to manufacture that contain Conflict Minerals; (ii)
continuing to engage with suppliers to obtain current, accurate and complete information about the supply chain; and (iii) following up appropriately when information provided by suppliers appears to be incomplete or inaccurate. As noted above, the
Company’s efforts and impact are limited due to its minimal purchasing relative to the size of its suppliers.