CHF Solutions, Inc. Announces Pricing of Registered Direct Offering
October 23 2019 - 9:10AM
CHF Solutions, Inc. (CHF Solutions or the Company)
(NASDAQ:CHFS) today announced the pricing of a registered direct
offering of 575,830 shares of its common stock at a price to the
public of $1.15 per share, for gross proceeds of approximately
$660,000, 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 575,830
shares of the Company’s common stock.
Ladenburg Thalmann & Co. Inc., a subsidiary
of Ladenburg Thalmann Financial Services Inc. (NYSE
American:LTS), is acting as 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.
The warrants to purchase up to 575,830 shares of common stock
have an exercise price of $1.41 per share, will be exercisable six
months from the date of issuance, and will expire five years from
the initial exercise date. The Company has agreed to file a
registration statement registering the shares of common stock
issuable upon exercise of the warrants within sixty days of the
closing of the private placement.
The closing of the offering is expected to take place on or
about October 25, 2019, 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 SolutionsCHF 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 a modification
to the 510(k) clearance for the Aquadex FlexFlow system to include
pediatric patients above 20kg. 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 are 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 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 recently
announced strategic realignment, 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
MEDIA Jules Abraham JQA Partners, Inc.
917-885-7378 jabraham@jqapartners.com
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