CHF Solutions, Inc. Announces Pricing of $8.4 Million Underwritten Public Offering
January 24 2020 - 9:37AM
CHF Solutions, Inc. (NASDAQ:CHFS) today announced the pricing of an
underwritten public offering of units for gross proceeds of
approximately $8.4 million prior to deducting underwriting
discounts and commissions and offering expenses payable by CHF
Solutions. The offering is comprised of (1) 3,755,458 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) 11,517,269 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 will be issued separately. The closing of the
offering is expected to take place on or about January 28, 2020,
subject to the satisfaction or waiver of customary closing
conditions.
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 3,755,458 shares of common stock, 11,517,269 shares
of Series H convertible preferred stock, and warrants to purchase
up to 15,272,727 shares of common stock will be issued in the
offering. In addition, the Company has granted the underwriters a
45-day option to purchase up to 2,290,909 additional shares of
common stock and additional warrants to purchase up to 2,290,909
shares of common stock, solely to cover over-allotments, if any, at
the public offering price per share and per warrant, less the
underwriting discounts and commissions.
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), which was declared effective by the
Securities and Exchange Commission (SEC) on January 24, 2020.
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. The
offering is being made solely by means of a prospectus. A final
prospectus relating to this offering will be filed by CHF Solutions
with the SEC. When available, 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 innovative technology.
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
MEDIA
Jules Abraham
JQA Partners, Inc.
917-885-7378
jabraham@jqapartners.com
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