As filed with the Securities and Exchange Commission on January 24, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
Registration Statement Under The Securities Act of 1933
CHF SOLUTIONS, INC.
(Exact name of Registrant as specified in its charter)
Delaware
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3845
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68-0533453
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(State or other jurisdiction
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(Primary Standard Industrial
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(I.R.S. Employer
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of incorporation or organization)
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Classification Code Number)
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Identification No.)
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12988 Valley View Road
Eden Prairie, Minnesota 55344
(952) 345-4200
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
John Erb
Chief Executive Officer
CHF Solutions, Inc.
12988 Valley View Road
Eden Prairie, Minnesota 55344
(952) 345-4200
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
COPIES TO:
Phillip D. Torrence
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Thomas Lynch
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Michael F. Nertney
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Honigman LLP
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General Counsel
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Ellenoff Grossman & Schole LLP
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650 Trade Center Way, Suite 200
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CHF Solutions, Inc.
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1345 Avenue of the Americas
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Kalamazoo, MI 49002
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12988 Valley View Road
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New York, NY 10105-0302
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Tel: (269) 337-7700
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Eden Prairie, Minnesota 55344
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Tel: (212) 370-1300
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Fax: (269) 337-7703
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Tel: (952) 345-4200
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Fax: (212) 401-4741
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Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-235385
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth
company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer ☒
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Smaller reporting company ☒
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Emerging growth company ☐
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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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of each class of
securities to be registered
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Proposed
Maximum
aggregate
offering price(1)
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Amount of
registration fee
(2)(3)
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Class A Units consisting of:
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(i) Shares of common stock, par value $0.0001 per share
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(ii) Warrants to purchase common stock
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Class B Units consisting of:
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(i) Shares of Series H Convertible Preferred Stock
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(ii) Shares of common stock issuable on conversion of Series H Convertible Preferred Stock
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(iii) Warrants to purchase common stock
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Common stock issuable upon exercise of Warrants
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Total
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$3,220,000
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$417.96
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(1) Estimated solely for the purpose of computing the registration
fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the “Act”). Pursuant to Rule 416 under the Act, the securities registered also include such indeterminate amounts and numbers of shares of common stock issuable to cover
additional securities that may be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. Represents only the additional number of securities being registered, including the price of additional
shares of common stock and warrants to purchase shares of common stock that the underwriters have the option to purchase to cover over-allotments, if any. Does not include the securities that the registrant previously registered on the
registration statement on Form S-1 (File No. 333-235385).
(2) Calculated pursuant to Rule 457(o) based on an estimate of the
proposed maximum aggregate offering price of all securities being registered.
(3) The registrant previously paid filing fees of $2,089.78 in
connection with previous filings of its registration statement on Form S-1 (File No. 333-235385).
The Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as
amended.
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) as promulgated under the Securities Act of 1933, as amended, and includes the registration statement
facing page, this page, the signature page, an exhibit index and the required opinion and consents solely to register up to an aggregate of $3,220,000 in (i) additional Class A Units, with each Class A Unit consisting of one share of the Company’s
common stock, par value $0.0001 per share (the “common stock”), one warrant to purchase one share of common stock (ii) additional Class B Units, with each Class B Unit consisting of one share of the Company’s Series H convertible preferred stock, par
value $0.0001 per share (the “Series H Preferred Stock”), one warrant to purchase one share of common stock, (iii) shares of Common Stock issuable upon conversion of the additional shares of Series H Preferred Stock and (iv) shares of Common Stock
issuable upon exercise of the warrants included in the additional Class A Units and Class B Units. The contents of the Registration Statement on Form S-1 (Registration No. 333-235385), as amended, including the exhibits and power of attorney thereto,
which was declared effective by the Securities and Exchange Commission on January 24, 2020, are incorporated by reference in this Registration Statement.
Item 16. Exhibits and Financial Statement Schedules.
Exhibit
Number
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Description
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Opinion of Honigman LLP.
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Consent of Independent Registered Public Accounting Firm.
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Consent of Honigman LLP (included in Exhibit 5.1).
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Power of Attorney (incorporated by reference to Exhibit 24.1 to the Form S-1 Registration Statement (Registration No. 333-235385), filed by CHF Solutions, Inc. on December 6, 2019).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Eden Prairie, State of Minnesota, on this 24th day of January, 2020.
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CHF SOLUTIONS, INC.
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By:
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/s/ JOHN L. ERB
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John L. Erb
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Chief Executive Officer and Chairman of the Board
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Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.
Signature
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Title
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Date
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/s/ JOHN L. ERB
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Principal Executive Officer
and Chairman of the Board
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January 24, 2020
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John L. Erb
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/s/ CLAUDIA DRAYTON
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Principal Financial Officer and
Principal Accounting Officer
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January 24, 2020
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Claudia Drayton
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*
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Director
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January 24, 2020
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Steve Brandt
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*
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Director
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January 24, 2020
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Maria Rose Costanzo
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*
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Director
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January 24, 2020
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Jon W. Salveson
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*
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Director
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January 24, 2020
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Gregory Waller
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*
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Director
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January 24, 2020
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Warren Watson
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* By:
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/s/ JOHN L. ERB
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John L. Erb
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Attorney-in-fact
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