April 29, 2020 12988 Valley View RoadFebruary 25, 2019333-229102
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549Amendment No. 2to
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933SOLUTIONS, INC.Solutions, Inc.
(Exact name of registrant as specified in its charter)
Classification Code Number)
Identification Number)
Eden Prairie, Minnesota 55344
(952) 345-4200
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
☐ ☐ ☐ 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. ☐
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. TorrenceMeredith ErvineHonigman LLP650 Trade Center Way, Suite 200Kalamazoo, MI 49002Tel: (269) 337-7700Fax: (269) 337-7703Thomas LynchGeneral CounselCHF Solutions, Inc.12988 Valley View RoadEden Prairie, Minnesota 55344Tel: (952) 345-4200Michael F. NertneyEllenoff Grossman & Schole LLP1345 Avenue of the AmericasNew York, NY 10105-0302Tel: (212) 370-1300Fax: (212) 401-4741
Phillip D. Torrence, Esq.
Honigman LLP
650 Trade Centre Way, Suite 200
Kalamazoo, MI 49002
Tel: (269) 337-7700
Fax: (269) 337-7703oooo☐ o☐ o☐o
aggregate offering price(1)
Registration Fee(2)
Registered(1)
Offering Price Per
Share(2)
Aggregate Offering
Price(2)
Registration Fee (1) (1)Estimated solely for the purpose of computing the registration fee pursuantPursuant to Rule 457(o)416 under the Securities Act of 1933, as amended (the “Act”“Securities Act”). Pursuant, the shares offered hereby also include an indeterminate number of additional shares of common stock as may from time to time become issuable by reason of stock splits, stock dividends, recapitalizations or other similar transactions.(2) Estimated solely for the purpose of calculating the registration pursuant to Rule 416457(c) under the Securities Act, based upon the securities registered also include such indeterminate amountsaverage of the high and numbers oflow prices reported on the Nasdaq Capital Market on April 27, 2020.(3) Represents shares of common stock issuable upon exercise of certain warrants to cover additional securities that maypurchase common stock, at an exercise price currently fixed at $0.3726 per share, to be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. Also includesand sold by the offering price of additional units that the underwriters have the option to purchase.(2)Calculated pursuant to Rule 457(o) based on an estimate of the proposed maximum aggregate offering price of all securities being registered.(3)No separate fee is required pursuant to Rule 457(g) or Rule 457(i) under the Securities Act.(4)Of this amount, $606.00 was previously paid with the original filing ofselling stockholders identified in this registration statement.(4) Represents shares of common stock issuable upon exercise of certain warrants to purchase common stock, at an exercise price currently fixed at $0.3715 per share, to be offered and sold by the selling stockholders identified in this registration statement.
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.