Current Report Filing (8-k)
May 22 2020 - 4:59PM
Edgar (US Regulatory)
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): May 20, 2020
CHF Solutions, Inc.
(Exact Name of Registrant as Specified in its Charter)
12988 Valley View Road, Eden Prairie, MN 55344
(Address of Principal Executive Offices) (Zip Code)
(952) 345-4200
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
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. ☐
(a) At the annual meeting of stockholders (the
“Annual Meeting”) of CHF Solutions, Inc. (the “Company”) held on May 20, 2020, the following proposals were brought before the
meeting (i) the election of two Class I director nominees to the Company’s board of directors to serve three-year terms (“Proposal 1”),
(ii) the approval, on an advisory basis, of Baker Tilly Virchow Krause, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020 (“Proposal 2”), (iii) the approval of an amendment to the Company’s Fourth Amended and Restated Certificate of Incorporation, as amended, to effect a reverse split of the Company’s outstanding common
stock at a ratio in the range of 1-for-5 to 1-for-30, to be determined at the discretion of the Company’s Board of Directors, whereby each outstanding 5 to 30 shares would be combined, converted and changed into 1 share of Company common stock,
without reducing the number of authorized shares of Company common stock (“Proposal 3”) and (iv) the authorization for one or more
adjournments of the annual meeting to solicit additional proxies in the event there were insufficient votes to approve Proposal 3 (“Proposal 4”).
For Proposal 1, the two nominees receiving the highest number of “FOR” votes at the annual meeting were elected as directors. Proposal 2 and Proposal 4
required the affirmative vote of the holders of a majority of shares entitled to vote and present at the Annual Meeting. Proposal 3 required an affirmative vote of holders of a majority of the shares entitled to vote at the annual meeting. The
proposals are described in detail in the Company’s definitive proxy statement filed on April 13, 2020 with the Securities and Exchange Commission.
A total of 22,327,413 shares of the Company’s common stock were present at the meeting in person or by proxy, which represents approximately 68.49% of
the shares of common stock outstanding as of the record date for the Annual Meeting.
(b) The results of the voting are shown below.
Proposal 1—Election of Directors
Proposal 2—Advisory Approval of Independent Registered Public Accounting Firm for the year ending December 31, 2020
Proposal 4— Authorization of one or more adjournments of the annual meeting to solicit additional proxies in the event there are insufficient votes to approve Proposal 3
At the time of the Annual Meeting, there were insufficient votes
to pass Proposal 3, which sought to approve an amendment to the Company’s Fourth Amended and Restated Certificate of Incorporation, as amended, to effect a reverse split of its outstanding common stock at a ratio in the range of 1-for-5 to
1-for-30, to be determined at the discretion of the Company’s Board of Directors, whereby each outstanding 5 to 30 shares would be combined, converted and changed into 1 share of Company common stock, without reducing the number of authorized
shares of Company common stock. In accordance with the authority granted pursuant to the approval of Proposal 4, the Annual Meeting was adjourned. As announced at the Annual Meeting, such meeting will reconvene at 2:00 p.m. US Central Time on
June 19, 2020 virtually at https://web.lumiagm.com/257409059. During the period of adjournment, the Company will continue to accept stockholder votes on Proposal 3.
A copy of the press release issued by the Company with respect to the annual meeting is attached hereto as
Exhibit 99.1.
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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