CHF Solutions, Inc. Announces Closing of $9.66 Million Underwritten Public Offering and Full Exercise of Over-Allotment Optio...
January 28 2020 - 4:10PM
CHF Solutions, Inc. (NASDAQ:CHFS) today announced the closing of an
underwritten public offering of units for gross proceeds of
approximately $9.66 million, which includes the full exercise of
the underwriter's over-allotment option to purchase additional
shares and warrants, prior to deducting underwriting discounts and
commissions and offering expenses payable by CHF Solutions.
The offering is comprised of (1) Class A Units,
priced at a public offering price of $0.55 per unit, with each unit
consisting of one share of common stock and a warrant to purchase
one share of common stock at an exercise price of $0.55 per share
that expires on the fifth anniversary of the date of issuance, and
(2) Class B Units, priced at a public offering price of $0.55 per
unit, with each unit consisting of one share of Series H
convertible preferred stock, convertible into one share of common
stock, and a warrant to purchase one share of common stock with an
exercise price of $0.55 per share.
The conversion price of the preferred stock
issued in the transaction is fixed and does not contain any
variable pricing feature or any price based anti-dilutive feature.
The preferred stock issued in this transaction includes a
beneficial ownership blocker but has no dividend rights (except to
the extent that dividends are also paid on the common stock) or
liquidation preference, and, subject to limited exceptions, has no
voting rights. The securities comprising the units are immediately
separable and were issued separately.
Ladenburg Thalmann & Co. Inc., a subsidiary
of Ladenburg Thalmann Financial Services Inc. (NYSE American: LTS),
is acting as sole book-running manager in connection with the
offering.
A total of 6,046,367 shares of common stock,
11,517,269 shares of Series H convertible preferred stock, and
warrants to purchase up to 17,563,636 shares of common stock were
issued in the offering, including the full exercise of the
over-allotment option.
The securities were offered pursuant to a
registration statement on Form S-1 (File No. 333-235385), which was
declared effective by the United States Securities and Exchange
Commission (“SEC”) on January 24, 2020 and an additional
registration statement filed pursuant to Rule 462(b) (File No.
333-236050), which became effective when filed.
This press release does not constitute an offer
to sell or the solicitation of an offer to buy, nor will there be
any sales of these securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of such jurisdiction. A
final prospectus relating to this offering was filed by CHF
Solutions with the SEC. Copies of the final prospectus can be
obtained at the SEC’s website at www.sec.gov or from Ladenburg
Thalmann & Co. Inc., Prospectus Department, 277 Park Avenue,
26th Floor, New York, New York 10172 or by email at
prospectus@ladenburg.com
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 FlexFlow® system for
ultrafiltration therapy. CHF Solutions is a Delaware corporation
headquartered in Minneapolis, Minnesota with wholly owned
subsidiaries in Australia and Ireland. The company has been listed
on the Nasdaq Capital Market since February 2012.
About Aquadex FlexFlow
System
The Aquadex FlexFlow system is a clinically
proven therapy that provides a safe, effective, and predictable
method of removing excess fluid from patients suffering from fluid
overload. 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 for extended
(longer than 8 hours) ultrafiltration treatment of patients with
fluid overload who have failed diuretic therapy and require
hospitalization. The company has submitted an application to the
FDA requesting for 510(k) clearance of the Aquadex FlexFlow system
to include pediatric patients who weigh 20kg or more. All
treatments must be administered by a healthcare provider, under
physician prescription, both of whom 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 the closing of the offering of
securities. 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
-or-
Bret Shapiro
Managing Partner
CORE IR
516-222-2560
brets@coreir.com
www.coreir.com
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