CHF Solutions, Inc. Announces Registered Direct Offering Priced At-the-Market
May 01 2020 - 1:40PM
CHF Solutions (CHFS) today announced the pricing of a registered
direct offering of 3,597,880 shares of its common stock at a price
of $0.4725 per share, for gross proceeds of approximately $1.7
million, 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 1,798,940 shares
of the Company’s common stock.
Ladenburg Thalmann & Co. Inc. is acting as exclusive
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 and increasing production of the Aquadex
SmartFlow™ system to address the COVID-19 pandemic.
The warrants to purchase up to 1,798,940 shares of common stock
have an exercise price of $0.41 per share, will be exercisable on
the date of issuance, and will expire five and a half years from
the date of issuance. The Company has agreed to file a registration
statement registering the shares of common stock issuable upon
exercise of the warrants within thirty days of the closing of the
private placement.
The closing of the offering is expected to take place on or
about May 5, 2020, 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 Solutions CHF Solutions, Inc. (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
SmartFlow™ system for ultrafiltration therapy. CHF Solutions is
headquartered in Minneapolis, Minn., with wholly-owned subsidiaries
in Australia and Ireland. The company has been listed on the Nasdaq
Capital Market since February 2012.
About the Aquadex SmartFlow System The Aquadex
SmartFlow system delivers clinically proven therapy using a simple,
flexible and smart method of removing excess fluid from patients
suffering from hypervolemia (fluid overload). The Aquadex SmartFlow
system is indicated for temporary (up to 8 hours) or extended
(longer than 8 hours in patients who require hospitalization) use
in adult and pediatric patients weighing 20 kg or more whose fluid
overload is unresponsive to medical management, including
diuretics. All treatments must be administered by a health care
provider, within an outpatient or inpatient clinical setting, under
physician prescription, both 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 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 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
MEDIA:
Brad Perriello
Health+Commerce
617-817-1385
brad@healthandcommerce.com
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