CHF Solutions, Inc. Announces Pricing of Registered Direct Offering Priced At-the-Market
March 30 2020 - 9:26AM
CHF Solutions (Nasdaq: CHFS) today announced the pricing of a
registered direct offering of 5,130,228 shares of its common stock
at a price to the public of $0.434 per share, for gross proceeds of
approximately $2,226,000, prior to deduction of commissions and
offering expenses payable by CHF Solutions. In a concurrent private
placement, the Company agreed to issue to the investors in the
registered direct offering unregistered warrants to purchase up to
2,565,114 shares of the Company’s common stock.
Ladenburg Thalmann & Co. Inc. is acting as
exclusive placement agent in connection with the offering.
The Company intends to use the net proceeds for
the offering for general corporate purposes, including the
continued investment in commercialization efforts and increasing
production of the Aquadex SmartFlow™ system.
The warrants to purchase up to 2,565,114 shares
of common stock have an exercise price of $0.3715 per share, will
be exercisable immediately, and will expire five and a half years
from the date of issuance. The Company has agreed to file a
registration statement registering the shares of common stock
issuable upon exercise of the warrants within thirty days of the
closing of the private placement.
The closing of the offering is expected to take
place on or about April 1, 2020, subject to the satisfaction or
waiver of customary closing conditions.
The shares of common stock described above (but
not the warrants or the shares of common stock underlying the
warrants) are being offered 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. The Company will file a
prospectus supplement with the SEC relating to such shares of
common stock. Copies of the prospectus supplement and the
accompanying prospectus relating to and describing the terms of the
offering may be obtained, when available, from Ladenburg Thalmann
& Co. Inc., 277 Park Avenue, 26th Floor, New York, NY 10172, or
by email at prospectus@ladenburg.com.
The warrants described above were offered in a
private placement under Section 4(a)(2) of the Securities Act of
1933, as amended (the Act), and Regulation D promulgated thereunder
and, along with the shares of common stock underlying the warrants,
have not been registered under the Act, or applicable state
securities laws. Accordingly, the warrants and underlying shares of
common stock may not be offered or sold in the United States
except pursuant to an effective registration statement or an
applicable exemption from the registration requirements of the Act
and such applicable state securities laws.
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. Any offer,
if at all, will be made only by means of the prospectus supplement
and accompanying prospectus forming a part of the effective
registration statement.
About CHF Solutions CHF
Solutions, Inc. (Nasdaq: CHFS) is a medical device company
dedicated to changing the lives of patients suffering from fluid
overload through science, collaboration, and innovation. The
company is focused on developing, manufacturing and commercializing
the Aquadex SmartFlow™ system for ultrafiltration therapy. CHF
Solutions is headquartered in Minneapolis, Minn., with wholly-owned
subsidiaries in Australia and Ireland. The company has been listed
on the Nasdaq Capital Market since February 2012.
About the Aquadex SmartFlow
System The Aquadex SmartFlow system delivers clinically
proven therapy using a simple, flexible and smart method of
removing excess fluid from patients suffering from hypervolemia
(fluid overload). 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. All
treatments must be administered by a health care provider, within
an outpatient or inpatient clinical setting, under physician
prescription, both having received training in extracorporeal
therapies.
Forward-Looking Statements
Certain statements in this release may be considered
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, including without
limitation, statements about about the closing of the offering of
securities and the anticipated use of the net proceeds
therefrom. 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 commercial
strategy, 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.
CONTACTS
INVESTORS:
Claudia Napal Drayton
Chief Financial Officer, CHF Solutions, Inc.
952-345-4205
ir@chf-solutions.com
MEDIA:
Brad Perriello
Health+Commerce
617-817-1385
brad@healthandcommerce.com
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