WASHINGTON,
Delaware (State or other jurisdiction of incorporation or organization) 200 49002 337-7700 registration statement. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Title of each class of Amount Proposed Proposed Amount of Common stock, $0.0001 par value per share Preferred stock, $0.0001 par value per share Warrants to purchase common stock, preferred stock or debt securities Debt securities Total $ 75,000,000 $ 10,230 (3) The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. May 11, 2018 30,000,000 registered hereunder, including any applicable antidilution provisions. Distribution.” per share. The our public float remains below $75.0 million. supplement for certain risks you should consider. 1 2 consummate a sale of securities unless it is accompanied by a prospectus supplement. contained in the applicable prospectus supplement and any related free writing prospectus, and under similar headings in the other documents that are incorporated by reference into this prospectus. You should also carefully read the information incorporated by reference into this prospectus, including our financial statements, and the exhibits to the registration statement of which this prospectus is a part. its subsidiaries. Corporate Information Our principal executive offices are located at 12988 Valley View Road, Eden Prairie, Minnesota 55344, and our telephone number is (952) 345-4200. Our website address is our most recently-completed second fiscal quarter. A smaller reporting company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to U.S. public companies. These provisions include an exemption from the attestation requirement in the assessment of our internal control over financial reporting by our independent auditors pursuant to section 404 (b) of the Sarbanes-Oxley Act of 2002 but do not preclude us from the requirement to make our own internal assessment of the effectiveness of our internal controls over financial reporting. We all periods presented. payment of liabilities and the liquidation preferences of any then outstanding preferred stock. Our common stock does not carry any preemptive rights enabling a holder to subscribe for, or receive shares of, any class of our common stock or any other securities convertible into shares of any class of our common stock, or any redemption rights. We urge you, however, to read the applicable prospectus supplement (and any related free writing prospectus) related to any common stock being offered. preferred stock or other securities of ours. Conversion may be mandatory or at your option and would be at prescribed conversion rates. part. Holders of our common stock are entitled to receive dividends when and as declared by our board of directors out of funds legally available. and Delaware Law directors, officers or other employees to us or any of our stockholders; (iii) action asserting a claim pursuant to the DGCL; or (iv) action asserting a claim that is governed by the internal affairs doctrine. May 10, 2018 and 630 shares of which are designated as Series F Convertible Preferred Stock and outstanding as of May 10, 2018. determine or alter for each such series, such voting powers, designation, preferences, and relative participating, optional, or other rights and such qualifications, limitations or restrictions thereof. Our board of directors is not restricted in repurchasing or redeeming such stock while there is any arrearage in the payment of dividends or sinking fund installments. Our board of directors is authorized to increase or decrease the number of shares of any series subsequent to the issuance of shares of that series, but not below the number of shares of such series then outstanding. The number of authorized shares of preferred stock may be increased or decreased, but not below the number of shares thereof then outstanding, by the affirmative vote of the holders of a majority of the common stock, without a vote of the holders of the preferred stock, or of any series thereof, unless a vote of any such holders is required pursuant to the terms of any certificate of designation filed with respect to any series of preferred stock. securities, we and the debenture trustee may make the following changes only with the consent of each holder of any outstanding debt securities affected: exchange or for registration of transfer, duly endorsed or with the form of transfer endorsed thereon duly executed if so required by us or the security registrar, at the office of the security registrar or at the office of any transfer agent designated by us for this purpose. Unless otherwise provided in the debt securities that the holder presents for transfer or exchange, we will impose no service charge for any registration of transfer or exchange, but we may require payment of any taxes or other governmental charges. principal, premium or interest has become due and payable will be repaid to us, and the holder of the debt security thereafter may look only to us for payment thereof. Street Name Holders in book-entry form. agent. extent applicable: Any 8-K. SEC registration fee $ 10,230 Listing fees (1) Blue sky qualification fees and expenses (1) Printing and engraving expenses (1) Legal fees and expenses (1) Accounting fees and expenses (1) Transfer agent and registrar fees (1) Rating agency fees (1) Miscellaneous (1) Total $ (1) Our certificate of incorporation and bylaws provide that each person who was or is made a party or is threatened to be made a party to or is otherwise involved (including, without limitation, as a witness) in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director or an officer of Pursuant to Section 102(b)(7) of the DGCL, our certificate of incorporation eliminates the liability of a director to us or our stockholders for monetary damages for such a breach of fiduciary duty as a director, except for liabilities arising: indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. Incorporated By Reference Exhibit Exhibit Description Form File Date of First Exhibit Filed 1.1 Underwriting Agreement * 4.1 Certificate of Incorporation, as amended 10 001-35312 February 1, 2012 3.1 4.2 Amended and Restated Bylaws 10 001-35312 September 30, 2011 3.2 4.3 Specimen of Common Stock Certificate 10 001-35312 September 30, 2011 4.1 4.4 Form of Specimen Preferred Stock Certificate and Form of Certificate of Designation of Preferred Stock * 4.5 Form of Senior Debt Indenture X 4.6 Form of Subordinated Debt Indenture X 4.7 Form of Senior Note * 4.8 Form of Subordinated Note * 4.9 Form of Common Stock Warrant Agreement and Warrant Certificate X 4.10 Form of Preferred Stock Warrant Agreement and Warrant Certificate X 4.11 Form of Debt Securities Warrant Agreement and Warrant Certificate X and made a part of this registration statement. 4.11 Form of Debt Securities Warrant Agreement and Warrant Certificate* Form of Subscription Rights Certificate* X 12.1 X Consent of Ernst & Young LLP Included in Exhibit 5.1 24.1 Power of Attorney Included in 25.1 Statement of Eligibility of Trustee under Senior Debt Indenture * 25.2 Statement of Eligibility of Trustee under Subordinated Debt Indenture * registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. May 11, 2018. By: /s/ Chief Executive Signature Title Date /s/ /s/ Chief Financial Officer / Director / Director / Director / Director Gregory Waller / Director Warren WatsonSUNSHINE HEART, (Exact68-0533453 (IRS Employer(I.R.S. Employer Identification Number) David RosaSunshine Heart,350 East Michigan Avenue,30049007337-7702Registration Statement.oxooooor a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”filer,” “smaller reporting company” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):ooo(Do☐ (Do not check if a smaller reporting company)xEmerging growth company ☐
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registration fee(1)There are being registered hereunder such indeterminate number of shares of common stock and preferred stock, such indeterminate number of warrants to purchase common stock, preferred stock or debt securities, and such indeterminate principal amount of debt securities, as shall have an aggregate initial offering price not to exceed $75,000,000, less the aggregate dollar amount of all securities previously issued hereunder. If any debt securities are issued at an original issue discount, then the offering price of such debt securities shall be in such greater principal amount as shall result in an aggregate offering price not to exceed $75,000,000, less the aggregate dollar amount of all securities previously issued hereunder. Any securities registered hereunder may be sold separately or in combination with any of the other securities registered hereunder. The securities registered hereunder also include such indeterminate number of shares of common stock and preferred stock and amount of debt securities as may be issued upon conversion of or exchange for preferred stock or debt securities that provide for conversion or exchange, upon exercise of warrants or pursuant to the antidilution provisions of any of such securities. In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the shares being registered hereunder include such indeterminate number of shares of common stock and preferred stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transaction.(2)The proposed maximum offering price per class of security will be determined from time to time by the registrant in connection with, and at the time of, the issuance of the securities registered hereunder, and is not specified as to each class of security pursuant to General Instruction II.D. of Form S-3 under the Securities Act.(3)Calculated pursuant to Rule 457(o) under the Securities Act, based on the proposed maximum aggregate offering price of all securities listed. Offering by CHF Solutions, Inc. Common stock, $0.0001 par value per share Preferred stock, $0.0001 par value per share Debt securities Warrants to purchase common stock, preferred stock or debt securities Subscription rights Total $ 30,000,000 (2)(3) $ 3,735 (3) (1) These are being registered hereunder such indeterminate number of shares of common stock and preferred stock, such indeterminate principal amount of debt securities, such indeterminate number of warrants to purchase common stock, preferred stock or debt securities, and such indeterminate number of subscription rights to purchase common stock, preferred stock and/or debt securities as shall have an aggregate initial offering price not to exceed $30 million, less the aggregate dollar amount of all securities previously issued hereunder. If any debt securities are issued at an original issue discount, then the offering price of such debt securities shall be in such greater principal amount as shall result in an aggregate offering price not to exceed $30 million, less the aggregate dollar amount of all securities previously issued hereunder. Any securities registered hereunder may be sold separately or in combination with any of the other securities registered hereunder. The securities registered hereunder also include such indeterminate number of shares of common stock and preferred stock and amount of debt securities as may be issued upon conversion of or exchange for preferred stock or debt securities that provide for conversion or exchange, upon exercise of warrants or subscription rights or pursuant to the antidilution provisions of any of such securities. In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended, the shares being registered hereunder include such indeterminate number of shares of common stock and preferred stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions. (2) The proposed maximum offering price per unit of each class of security registered hereunder will be determined from time to time in connection with, and at the time of, the issuance of the securities and is not specified as to each class of security pursuant to General Instruction II.D. of Form S-3, as amended. (3) Calculated pursuant to Rule 457(o) under the Securities Act of 1933, as amended, based on the proposed maximum aggregate offering price of all securities listed. Registration Statementregistration 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 Statementregistration statement shall thereafter become effective in accordance with Sectionsection 8(a) of the Securities Act of 1933 or until this Registration Statementthe registration statement shall become effective on such date as the Securities and Exchange Commission acting pursuant to said Sectionsection 8(a), may determine.March 15, 201375,000,000
Purchase Common Stock, Preferred Stock or Debt SecuritiesDebt SecuritiesSUNSHINE HEART, INC.This prospectus covers the primary offering by ustime, we may offer and sell up to an aggregate amount of $30,000,000 of any combination of common stock; preferred stock; warrants to purchase common stock, preferred stockthe securities described in this prospectus, either individually or debt securities; and debt securities, each as described herein,in combination, in one or more offerings from time to time. The aggregate initial offering priceofferings. We may also offer securities as may be issuable upon conversion, redemption, repurchase, exchange or exercise of allany securities sold by us under this prospectus will not exceed $75 million.provides a general descriptiondescribes some of the securities wegeneral terms that may offer.apply to an offering of our securities. Each time we selloffer securities, we will provide the specific terms of thethese offerings and securities offered in a supplementone or more supplements to this prospectus. We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. The prospectus supplement and any related free writing prospectus may also add, update or change information contained in this prospectus. You should carefully read this prospectus, and the applicable prospectus supplement carefullyand any related free writing prospectus, as well as any documents incorporated by reference, before you invest inbuying any securities. of the securities being offered.the applicablea prospectus supplement. directly by us to investors, through agents designated from time to time at fixed prices, at market prices or at negotiated prices, and may be offered and sold to or through one or more underwriters, dealers or dealers,agents or directly to purchasers on a continuous or delayed basis. For additional information on the methods of sale, you should refer to the section entitledSee “Plan of Distribution” in this prospectus. If any agents or underwriters are involved in the sale of any securities with respect to which this prospectus is being delivered, the names of such agents or underwriters and any applicable fees, commissions, discounts and over-allotment options will be set forth in a prospectus supplement. The price to the public of such securities and the net proceeds that we expect to receive from such sale will also be set forth in a prospectus supplement.(“Nasdaq”) under the symbol “SSH,” and on the Australian Securities Exchange (the “ASX”), under the symbol “SHC.“CHFS.” On March 14, 2013,May 10, 2018, the closinglast reported sale price of our common stock on Nasdaqthe NASDAQ Capital Market was $6.44.$2.91numberapplicable prospectus supplement will contain information, where applicable, as to other listings, if any, on the NASDAQ Capital Market or other securities exchange of the securities covered by the applicable prospectus supplement.sharescommon stock, at a price of $2.91 per share, which was the last reported sale price of our common stock paron the NASDAQ Capital Market on May 10, 2018. We have not offered any securities pursuant to General Instruction I.B.6 of Form S-3 during the prior 12 calendar month period that ends on and includes the date of this prospectus. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities registered on this registration statement in a public primary offering with a value $0.0001 per share,exceeding more than one-third of our public float in any 12-month period so long as of March 14, 2013 was 9,509,867.107 of this prospectus and in the applicable prospectus supplement.2013.2018101011111116182023 25 273032323233 a part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, (the “SEC”), utilizingor SEC, using a “shelf” registration process. Under this shelf registration process,statement, we may, from time to time, offer and sell, either individually or in combination, in one or more offerings, up to sella total dollar amount of $30,000,000 of any combination of the securities described in this prospectus in one or more offerings from time to time up to a total dollar amount of $75 million. prospectus.offer and sell.offer. Each time we offer and sell securities under this prospectus, we will provide a prospectus supplement that will contain more specific information about the terms of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. The prospectus supplement and any related free writing prospectus that we may authorize to be provided to you may also add, update or change any of the information contained in this prospectus. Toprospectus or in the extent that any statementdocuments that we make in a prospectus supplement is inconsistent with statements made in this prospectus, the statements made in this prospectus will be deemed modified or superseded by those made in the prospectus supplement, as appropriate. You should read both this prospectus and any prospectus supplement, including all documents incorporated herein or therein by reference, together with additional information described under “Where You Can Find More Information.” THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE A SALE OF SECURITIES UNLESS IT IS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.We have filed or incorporated by reference exhibitsinto this prospectus. We urge you to the registration statement of whichread carefully this prospectus, formsany applicable prospectus supplement and any free writing prospectuses we may authorize for use in connection with a part. You should readspecific offering, together with the exhibits carefully for provisions thatinformation incorporated herein by reference as described under the heading “Incorporation by Reference,” before buying any of the securities being offered.importantused to you.that we have providedcontained in, or incorporated by reference ininto, this prospectus and any applicable prospectus supplement, along with the information contained in any free writing prospectus or other written communicationprospectuses we may authorize to be delivered to you.for use in connection with a specific offering. We have not and have not authorized anyone else, to provide you with different or additional information. ThisYou must not rely upon any information or representation not contained or incorporated by reference in this prospectus, anythe accompanying prospectus supplement or in any related free writing prospectus and any other written communication do not constitutethat we may authorize to be provided to you. This prospectus is an offer to sell oronly the solicitation of an offer to buy any securities other than the registered securities to which they specifically relate, nor does this prospectus, any prospectus supplement, any free writing prospectus or any other written communication constitute an offer to sell or the solicitation of an offer to buy securitiesoffered hereby, but only under circumstances and in any jurisdiction to any person to whomjurisdictions where it is unlawfullawful to make such offer or solicitation in such jurisdiction. You should not assume that thedo so.containedappearing in this prospectus, any applicable prospectus supplement or any related free writing prospectus is accurate only as of any date other than the date on the front cover of this prospectus, the prospectus supplement ordocument and that any related free writing prospectus, as applicable, or that the information contained in any documentwe have incorporated by reference is accurate only as of any date other than the date of the document incorporated by reference, regardless of the time of delivery of this prospectus, any applicable prospectus supplement or any related free writing prospectus, or any sale of a security. YouOur business, financial condition, results of operations and prospects may have changed since those dates.considerplace undue reliance on this information.in the documents incorporated by reference herein, anyin this prospectus, supplement, any free writing prospectus or other written communication to be investment, legal or tax advice. We encourage you to consult your own counsel, accountant and other advisors for legal, tax, business, financial and related advice regarding an investment in our securities.Because this is only a summary, it does not contain all of the information that may be importantyou need to you. Before you invest, youconsider in making your investment decision. You should carefully read the more detailed information containedentire prospectus, the applicable prospectus supplement and any related free writing prospectus, including the risks of investing in this prospectus and the information incorporated in this prospectus by reference. Our business involves significant risks. You should carefully consider the informationour securities discussed under the heading “Risk Factors” beginning on page 10.Sunshine Heart” refer to Sunshine Heart,CHF Solutions, Inc., a Delaware corporation.All references in this prospectus to “$” are to U.S. Dollarscorporation, and all references to “A$” are to Australian Dollars.C-Pulse®, Sunshine®, Sunshine HeartTM, C-PatchTM and other trademarks or service marks of Sunshine Heart appearing in this prospectus are the property of Sunshine Heart. Trade names, trademarks and service marks of other companies appearing in this registration statement are the property of the respective owners.We obtained industry and market data used throughout this prospectus through our research, surveys and studies conducted by third parties and industry and general publications. We have not independently verified market and industry data from third-party sources.Overviewan early-stagea medical device company focused on developing, manufacturing and commercializing our C-Pulse Heart Assistthe Aquadex FlexFlow® System (the “C-Pulse System”) for Aquapheresis therapy. The Aquadex FlexFlow System, is indicated for temporary (up to eight hours) ultrafiltration treatment of Class IIIpatients with fluid overload who have failed diuretic therapy and ambulatory Class IVextended (longer than 8 hours) ultrafiltration treatment of patients with fluid overload who have failed diuretic therapy and require hospitalization.failure. rate.1C-Pulse System utilizes the scientific principles of intra-aortic balloon counter-pulsation applied in an extra-aorticAquadex FlexFlow ultrafiltration system offers a safe approach to assisttreating fluid overload and:left ventricle by reducing the workloadamount of fluid to be removed from each individual patient;• • pumpbegin;throughoutfilter circuit that facilitates easy set-up;body, while increasing blood flow to the coronary arteries.We are in the process of pursuing regulatory approvals necessary to sell oursetup and operational process; and• in the United States. We completed enrollment of our North American feasibility clinical trial in the first half of 2011. In November 2011, we announced the preliminary results of the six-month follow-up period for the feasibility study and we submitted the clinical data to the United States Food and Drug Administration (the “FDA”). In March 2012, the FDA notified us that it completed its review of the C-Pulse System feasibility trial data, concluded we met the applicable agency requirements, and indicated that we can move forward with an investigational device exemption (“IDE”) application. In October 2012, we announced the results of the twelve-month follow-up period for the feasibility study. In November 2012, the FDA provided us with unconditional approval to initiate a pivotal trial. We currently anticipate that enrollment of our pivotal trial will begin during the first half of 2013. We expect to complete enrollment of our pivotal trial by the end of 2015 and do not anticipate marketing our system in the United States before 2017.consists of:
1SAFE Trial: Jaski BE, et al. J Card Fail. 2003 Jun; 9(3): 227-231; RAPID Trial: Bart BA, et al. J Am Coll Cardiol. 2005 Dec 6; 46(11): 2043-2046.We obtained CE Mark approval for the C-Pulse System in July 2012 and have taken initial steps to evaluate the market potential for our system in targeted countries that accept the CE Mark in anticipation of commencing commercial sales. In order to gain additional clinical data and support reimbursement in Europe, we also expect to initiate a post-market trial in Europe that will evaluateendpoints similar), an integrated collection of tubing, filter, sensors, and connectors that contain and deliver the blood from and back to those for our U.S. pivotal trial. We do not expectthe patient; andreceive reimbursement in Germany before 2014 and cannot be certain of when we will receive reimbursement in other targeted countries.We incurred net losses of $14.1 million and $16.2 million inaccess the years ended December 31, 2012 and 2011, respectively. Historically, we have generated our revenue solely from salesperipheral venous system of the C-Pulse Systempatient and to hospitalssimultaneously withdraw blood and clinics pursuantreturn filtered blood to research arrangementsthe patient.appropriate regulatory approvals for salesthe Aquadex Blood Set. The Aquadex Catheter is often used in conjunction with our feasibility clinical trial. We expect to continue to incur significant net losses as we continue to conduct clinical trials and pursue commercialization, and as we ramp up sales of our system.Our Market OpportunityHeart failurethe Aquadex FlexFlow system, although it is one of the leading causes of death in the United States and other developed countries. The American Heart Association estimates that 5.7 million people in the United States age 20 and over are affected by heart failure, with an estimated 670,000 new cases diagnosed each year. Nearly 30% of heart failure patients are below the age of 60, and congestive heart failure is the highest U.S. chronic health care expense category.Heart failure is a progressive disease caused by impairment of the heart’s ability to pump bloodmany potential catheter options available to the various organs of the body. Patients with heart failure commonly experience shortness of breath, fatigue, difficulty exercisingprovider.swelling of the legs. The heart becomes weak or stiff and enlarges over time, making it harder to pump the blood needed for the body to function properly. The severity of heart failure depends on how well a person’s heart is able to pump blood throughout the body. A common measure of heart failure severity is the New York Heart Association (“NYHA”) Class guideline. Patients are classified in Classes I through IV based on their symptoms and functional limitations. Classes I and II include mild heart failure patients, Class III includes moderate heart failure patients, and Class IV includes severe heart failure patients.Our C-Pulse System targets Class III and ambulatory Class IV patients as defined by the NYHA. It is estimated that approximately 1.5 million heart failure patients in the United States fall into this classification range, and we believe approximately 3.7 million patients in Europe are similarly affected.Treatment alternatives currently available for Class III heart failure patients in the United States consist primarily of pharmacological therapies and pacing devices that are designed to address heart rhythm issues. Although these treatments may provide symptomatic relief and prolong the life of patients, they do not often halt the progression of congestive heart failure. Circulatory assist devices, specifically left ventricular assist devices (“LVADs”) have been used to treat Class IV patients in the United States, and one product received FDA approval in the United States for Class IIIb patients although the device is not reimbursed by the Centers for Medicare and Medicaid Services for Class IIIb patients. These devices are designed to take over some or all of the pumping function of the heart by mechanically pumping blood into the aorta. Although such products are effective in increasing blood flow, by design these devices are in contact with the patient’s bloodstream, increasing the risk of adverse events, including thrombosis, bleeding and neurologic events.Our StrategyOur goal is to become a market leader in the treatment of heart failure patients through the commercialization of our C-Pulse System, and to continue the development of the system to make it safer and more convenient for patients and physicians. We believe that our technology will provide us with a competitive advantage in the market for treating specific segments of heart failure patients. To achieve our objectives, we intend to:·conduct a pivotal trial in the United States;·conduct a post-market trial in Europe to gain additional clinical data;·prepare for commercial launch of the C-Pulse System in Europe; and·continue to enhance the C-Pulse System.Our SystemThe C-Pulse System utilizes the scientific principles of intra-aortic balloon counter-pulsation applied in an extra-aortic approach to assist the left ventricle by reducing the workload required to pump blood throughout the body, while increasing blood flow to the coronary arteries. Combined, these potential benefits may help sustain the patient’s current condition or, in some cases, reverse the heart failure process, thereby potentially preventing the need for later-stage heart failure devices, such as LVADs, artificial hearts or transplants. It may also provide relief from the symptoms of Class III and ambulatory Class IV heart failure and improve quality of life and cardiac function. Based on the patient results from our feasibility trial, we also believe that some patients treated with our C-Pulse System will be able to stop using the device due to sustained improvement in their conditions as a result of the therapy.Once implanted, the C-Pulse cuff is positioned on the outside of the patient’s ascending aorta above the aortic valve. An electrocardiogram sensing lead is then attached to the heart to determine timing for cuff inflation and deflation in synchronization with the heartbeat. As the heart fills with blood, the C-Pulse cuff inflates to push blood from the aorta to the rest of the body and to the heart muscle via the coronary arteries. Just before the heart pumps, the C-Pulse cuff deflates to reduce the heart’s workload through pressure changes, allowing the heart to pump with less effort. The C-Pulse cuff and electrical leads are connected to a single line that is run through the abdominal wall to connect to a power driver outside the body. The system’s single unit driver and battery source are contained inside a carrying bag.Surgeons in the feasibility phase of our clinical trial initially implanted the C-Pulse System in patients via a full sternotomy and then via a mini-thoracotomy. During the feasibility study this minimally invasive procedure was developed to allow the C-Pulse System to be implanted via a small pacemaker-like incision between the patient’s ribs and sternum, rather than through a full sternotomy, and the first implant using this less invasive procedure was completed in 2010. Patients implanted via our minimally invasive procedure typically require a hospital stay of four to seven days in connection with implantation of the C-Pulse System, after which they return home. This compares to an average hospital stay of 14 days for patients implanted with the C-Pulse System via a full sternotomy. Further, final clinical data from two LVAD studies indicate median hospital stays of 19 and 25 days for patients implanted via a full sternotomy. Therefore, we believe this less invasive approach can reduce procedural time, hospital stays, overall cost and patient risk as compared to treatment options that require a full sternotomy.The C-Pulse System distinguishes itself from other mechanical heart failure therapies in two important respects, which we believe differentiate our system from other products addressing moderate to severe heart failure patients. First, the C-Pulse System is placed outside a patient’s vascular system. The C-Pulse cuff is placed outside a patient’s ascending aorta and assists the heart’s normal pumping function, rather than being inserted into the vascular system and replacing heart function in a manner similar to other devices such as LVADs. Because the C-Pulse System remains outside the vascular system, there is potentially less risk of complications such as blood clots, stroke and thrombosis in comparison to other mechanical devices that reside or function inside the vascular system. Because it rests outside thevasculature, it also does not require blood thinning agents that are necessary for patients with devices that are in contact with the bloodstream. As with any implanted device, patients using our system have a risk of infection from the implantation procedure, and any untreated sternal infection arising from the implantation procedure or otherwise could result in erosion of the aortic wall or an aortic rupture in connection with using our system. Because our system has been implanted in a limited number of patients to date, the potential competitive disadvantages and risks associated with the use of our system are not fully known at this time.Second, the C-Pulse System can be safely turned on or off at any time. Once implanted, the C-Pulse System does not need to be in constant operation, and patients can safely turn the device on or off at any time. This feature allows patients intervals of freedom to perform certain activities such as showering. Patients are not required to visit a medical facility when turning our device on or off or using the device. However, to maximize the benefit from the C-Pulse System, patients are advised to turn off the system only for short periods of time and for specified activities. If the C-Pulse System is not used as directed, patients might experience a return of their heart failure symptoms, a loss of any improvement in their condition resulting from use of our system or an overall worsening of their heart failure symptoms compared to when they began using our system.Clinical DevelopmentWe completed enrollment and implantation of 20 patients in our North American feasibility trial in the first half of 2011. The feasibility phase of our clinical trial was primarily designed to assess safety and provide indications of performance of the C-Pulse System in moderate to severe heart failure patients who suffer from symptoms such as shortness of breath and reduced mobility. In November 2011, we announced the preliminary results of the six-month follow-up period for the feasibility study and we submitted the clinical data to the FDA. In July 2012, we completed the two-year follow-up for a patient implanted with our system during our feasibility trial.We believe the results of the six-month and 12-month follow-up demonstrate the feasibility of the C-Pulse System implantation procedure and provide indications of safety and efficacy of the C-Pulse System in patients with moderate to severe heart failure necessary to proceed with a pivotal trial. In March 2012, the FDA notified us that it completed its review of the C-Pulse System feasibility trial data, that it concluded we met the applicable agency requirements, and that we can move forward with an IDE application. In November 2012, the FDA provided us with unconditional approval to initiate a pivotal trial. We currently anticipate that enrollment of our pivotal trial will begin during the first half of 2013, and we expect to complete our pivotal trial enrollment by the end of 2015. In July 2012, we obtained CE Mark approval for the C-Pulse System and have taken steps to initiate a post-market trial in Europe that will evaluate endpoints similar to those for our U.S. pivotal trial.Sunshine Heart,CHF Solutions, Inc. was incorporated in Delaware on August 22, 2002. We began operating our business in November 1999 through Sunshine Heart Company Pty Ltd.,Limited, which currently is a wholly owned Australian subsidiary of CHF Solutions, Inc. Prior to July 2016, we were focused on developing the C-Pulse® Heart Assist System for treatment of Class III and ambulatory Class IV heart failure. In August 2016, we acquired the Aquadex FlexFlow® System business (the “Aquadex Business”) from a subsidiary of Baxter International, Inc. (“Baxter”), a global leader in the hospital products and dialysis markets. On September 29, 2016, we announced a strategic refocus of our strategy that included halting all clinical evaluations of our C-Pulse technology to fully focus our resources on our Aquadex Business. On May 23, 2017, we announced that we were changing our name from Sunshine Heart, Inc. Since September 2004, Chess Depositary Instruments (“CDIs”), representing beneficial ownershipto CHF Solutions, Inc. to more appropriately reflect the direction of our common stock have been have traded on the Australian Securities Exchange under the symbol “SHC.” Historically, each CDI represented one share of our common stock. In connection with the 1-for-200 reverse stock split we affected on January 27, 2012, we changed this ratio so that each CDI represents 1/200th of a share of our common stock.business.On September 30, 2011, we filed a Form 10 registration statement with the SEC, which was declared effective on February 14, 2012. The Form 10 registered our common stock under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our common stock began trading on Nasdaqthe NASDAQ Capital Market on February 16, 2012.On February 5, 2013, we received conditional approval from the ASX to delist from the official list of the ASX. The delisting is expected to occur at the close of trading on May 6, 2013. www.sunshineheart.com www.chf-solutions.com. Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Exchange Act will be made available free of charge on our website as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission (“SEC”). The information on, or that may be accessed through, our website is not incorporated by reference into and should not be considered a part of this prospectus orprospectus.registration statementlast business day of which it is a part.qualify aswere an “emerging growth company” as defined in the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”). Anuntil the expiration of that status on December 31, 2017. We do not expect the expiration of our emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to U.S. public companies. These provisions include:·a requirementstatus to have only two years of audited financial statementsa material impact on our business.only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations disclosure; and·an exemptionReverse Stock Splitsauditor attestation requirement inListing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the assessmentStaff had determined to delist our securities from Nasdaq due to our then continued non-compliance with the minimum bid price requirement. We timely requested a hearing before the Nasdaq Hearings Panel (the “Panel”), which occurred on November 10, 2016. On November 11, 2016, we received notice from the Staff that we no longer satisfied Nasdaq Listing Rule 5550(b) insofar as we did not expect to report stockholders’ equity of at least $2.5 million upon the filing of our internal control over financial reporting pursuantQuarterly Report on Form 10-Q for the quarter ended September 30, 2016 and that the deficiency could serve as an additional basis for the delisting of the Company’s common stock from Nasdaq. On November 21, 2016, Nasdaq informed us that the Panel had granted us continued listing on Nasdaq while we implemented our plan to regain compliance with the Sarbanes-Oxley Actminimum bid price and minimum stockholders’ equity requirements. The Panel granted us until January 30, 2017 to evidence a closing bid price of 2002.We may take advantage$1.00 or more for a minimum of these provisions for up to five years or such earlier timeten prior consecutive trading days. After implementing a 1-for-30 reverse split of our outstanding common stock that became effective after trading on January 12, 2017, we received confirmation from Nasdaq on February 9, 2017 that we areregained compliance with the minimum bid price rule. The Panel had granted us until March 20, 2017 to evidence compliance with the $2.5 million stockholder’s equity requirement. On March 28, 2017, we announced that the Panel had granted us an extension through May 10, 2017 to evidence compliance with the minimum shareholder’s equity requirement. On May 4, 2017, we were formally notified by Nasdaq that we had regained compliance with the minimum stockholders’ equity requirement and we were in compliance with all other applicable requirements for listing on Nasdaq.an emerging growth company. We will cease to be an emerging growth company if we have more than $1 billion in annual revenue, have more than $700 million in market valuecompliance with the minimum bid price requirement, as the bid price of our shares of common stock held by non-affiliates, or issue more than $1 billion of non-convertible debt over a three-year period. We may choose(“Common Stock”) closed below the minimum $1.00 per share for the 30 consecutive business days prior to take advantage of some but not all of these reduced burdens. The JOBS Act permits emerging growth companies to take advantage of an extended transition period to comply with new or revised accounting standards applicable to U.S. public companies. We have elected to take advantagethe date of the benefitsnotice. Nasdaq also notified us that we were provided 180 calendar days, or until November 28, 2017, to regain compliance with the minimum bid price requirement. We effected a 1-for-20 reverse split of our outstanding common stock that became effective after trading on October 12, 2017. On October 27, 2017, we received formal notice from Nasdaq that we had regained compliance with the minimum $1.00 bid price requirement, as set forth in Nasdaq Listing Rule 5550(a)(2), and the matter is now closed. We cannot assure you that we will be able continue to meet the Nasdaq listing standards. If we do not continue to meet any of the Nasdaq listing standards, our common stock may be subject to delisting from Nasdaq.extended transition period, and as a result of this election, our financial statements may not be comparableprospectus have been retroactively adjusted to those of companies that comply with new or revised accounting standardsreflect the reverse stock splits for U.S. public companies.debtsubscription rights to purchase any of such securities, either individually or in combination, withup to a total valuedollar amount of up to $75 million,$30,000,000, from time to time under this prospectus, together with the applicable prospectus supplement and any related free writing prospectus, at prices and on terms to be determined by market conditions at the time of any offering. We may also offer common stock, preferred stock and/or debt securities upon the offering.exercise of warrants or subscription rights. This prospectus provides you with a general description of the securities we may offer. Each time we offer a type or series of securities under this prospectus, we will provide a prospectus supplement that will describe the specific amounts, prices and other important terms of the securities, including, to the extent applicable:· designation or classification; · aggregate principal amount or aggregate offering price; · maturity, if applicable; · original issue discount, if any; · · redemption, conversion, exercise, exchange, settlement or sinking fund terms, if any; · conversion, exchange or settlement prices or rates, if any, and, if applicable, any provisions for changes to or adjustments in the conversion, exchange or settlement prices or rates and in the securities or other property receivable upon conversion, exchange or settlement; · ranking; ·aggregate principal amount or aggregate offering price;·maturity, if applicable;·original issue discount, if any;·rates and times of payment of interest, dividends or other payments, if any;·redemption, conversion, exercise, exchange, settlement or sinking fund terms, if any;·conversion, exchange or settlement prices or rates, if any, and, if applicable, any provisions for changes to or adjustments in the conversion, exchange or settlement prices or rates and in the securities or other property receivable upon conversion, exchange or settlement;·ranking;·restrictive covenants, if any;·voting or other rights, if any; and·certain federal income tax considerations.· restrictive covenants, if any; · voting or other rights, if any; and · certain federal income tax considerations. offer or sell anyconsummate a sale of securities unless it is accompanied by a prospectus supplement.·the names of those underwriters or agents;·applicable fees, discounts and commissions to be paid to them;·details regarding over-allotment options, if any; and·the net proceeds to us.· the names of those underwriters or agents; · applicable fees, discounts and commissions to be paid to them; · details regarding over-allotment options, if any; and · We may issue shares of our common stock from time to time. TableWe may issue warrants for the purchase of ContentsInvestingcommon stock, preferred stock and/or debt securities in ourone or more series, from time to time. We may issue warrants independently or together with common stock, preferred stock and/or debt securities, involvesand the warrants may be attached to or separate from those securities.high degreewarrant agent. We will indicate the name and address of risk. You should review carefully the risks and uncertainties underwarrant agent, if applicable, in the heading “Risk Factors” contained in our most recent annual report on Form 10-K, which has been filed withprospectus supplement relating to the SEC and is incorporated by reference in thisparticular series of warrants being offered. We urge you, however, to read the prospectus supplement (and any related free writing prospectus) related to the series of warrants being offered, as well as any updates thereto contained in subsequent filings with the SEC or any applicable prospectus supplement or free writing prospectus, before deciding whether to purchase anycomplete warrant agreements and warrant certificates that contain the terms of the securitieswarrants. Complete warrant agreements and warrant certificates containing the terms of the warrants being registered pursuantoffered will be filed as exhibits to the registration statement of which this prospectus is a part. Eachpart or will be incorporated by reference from reports we file with the SEC. Any warrants issued under this prospectus may be evidenced by warrant certificates. Warrants also may be issued under an applicable warrant agreement that we enter into with a warrant agent. We will indicate the name and address of the risk factors could adversely affectwarrant agent, if applicable, in the prospectus supplement relating to the particular series of warrants being offered.business, operating results and financial condition,common stock, preferred stock or debt securities. We may issue subscription rights independently or together with other securities. Our board of directors or a committee designated by our board of directors will determine the terms of the subscription rights. In this prospectus, we have summarized certain general features of the subscription rights under “Description of Subscription Rights.” We urge you, however, to read the applicable prospectus supplement (and any related free writing prospectus) related to the particular subscription rights being offered, as well as adversely affectany subscription rights certificates that contain the valueterms thereof. We will file as an exhibit to the registration statement of which this prospectus is a part, or will incorporate by reference from reports that we file with the SEC, the form of subscription rights certificate containing the terms of the particular rights we are offering, and any supplemental agreements, before the issuance of such rights.and the occurrence ofcould decline due to any of these risks, might causeand you tomay lose all or a part of your investment. Moreover,This prospectus and the incorporated documents also contain forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks describedmentioned elsewhere in this prospectus. You should also consider the risks, uncertainties and assumptions discussed under the heading “Risk Factors” included in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which are noton file with the only risksSEC and incorporated herein by reference, and which may be amended, supplemented or superseded from time to time by other reports we file with the SEC in the future.face. Additional risks not presently known to us or that we currently believe are immaterial may also significantly impair our business operations.The SEC encourages companies to discloseincorporate by reference, contains forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This prospectus contains such “forward-looking statements”statements within the meaning of Section 27A of the Private Securities Litigation Reform Act of 1995.1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act of 1934, as amended (the “Exchange Act”). Any statements about our expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and may be forward-looking. These statements may beare often, but are not always, made directly in this prospectus, and they may also be made a partthrough the use of this prospectus by reference to other documents filed with the SEC, which is known as “incorporation by reference.”Wordswords or phrases such as “may,“anticipates,” “anticipate,“estimates,” “estimate,“plans,” “projects,” “continuing,” “ongoing,” “expects,” “projects,“management believes,” “intends,“we believe,” “plans,” “believes”“we intend” and similar words and terms of similar substance used in connection with any discussion of future operating or financial performance identify forward-looking statements. All forward-lookingphrases. Accordingly, these statements are management’s present expectations of future events and are subject to a number of risksinvolve estimates, assumptions and uncertainties thatwhich could cause actual results to differ materially from those describedexpressed in them. Any forward-looking statements are qualified in their entirety by reference to the factors discussed throughout this prospectus, and in particular those factors included in the forward-looking statements. Forward-looking statements might include one or more ofsection entitled “Risk Factors.”following:·anticipated results of financing activities;·anticipated agreements with marketing partners;·anticipated clinical trial timelines or results;·anticipated research and product development results;·projected regulatory timelines;·descriptions of plans or objectives of management for future operations, products or services;·forecasts of future economic performance;·anticipated abilityfactors referred to utilize the equity line of credit facility with Aspire Capital Fund, LLC, an Illinois limited liability company, pursuant to that certain Common Stock Purchase Agreement dated January 15, 2013; and·descriptions or assumptions underlying or relating to any of the above items.Please also see the discussion of risks and uncertainties under the heading “Risk Factors” beginning on page 10.In light of these assumptions, risks and uncertainties, the results and events discussed in the preceding paragraph could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements contained in this prospectus or in any document incorporated by reference mightwe make, you should not occur. Investors are cautioned not to place undue reliance on any such forward-looking statements. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. which speak only as of the date of this prospectus or the date of the document incorporated by reference in this prospectus. Wethey are not under any obligation,made, and we expressly disclaim anyassume no obligation to update or alter any forward-looking statements whether as a result ofpublicly, or to update the reasons why actual results could differ materially from those anticipated in any forward-looking statements, even if new information future events or otherwise. All subsequent forward-looking statements attributable to Sunshine Heart or to any person acting on its behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section.RATIOSbecomes available.applicable prospectus supplement, we intend to use of the net proceeds from theour sale of securities offered hereby. Except as described in any prospectus supplement or free-writing prospectus, we currently anticipate using the net proceeds from our sale of securities under this prospectusoffered hereby primarily for general corporate purposes, including the further development, manufacture and commercialization of our C-Pulsethe Aquadex FlexFlow® System and for other working capital expenditures.part and have been filed with the SEC and are available at the SEC’s website at www.sec.gov.March 14, 2013,May 10, 2018, we had 9,509,8674,501,448 shares of our common stock outstanding.outstanding and 10,659,658 shares of our common stock issuable upon exercise or conversion of outstanding convertible securities. All outstanding shares of our common stock are fully paid and non-assessable.limitation,limitations, the holders of our common stock have the rights, preferences and privileges below.Dividendsstockholdersholders of at least 66 2/3% of the voting power of all of the then-outstanding shares of our capital stock entitled to vote generally in the election of directors, voting together as a single class, in addition to any vote of the holders of a class or series of our stock required by law or our certificate of incorporation. Those provisions of our certificate of incorporation that may be altered only by the super-majority vote described above relate to:· the number of directors on our board of directors, the classification of our board of directors and the terms of the members of our board of directors; · · the ability of our directors to fill any vacancy on our board of directors by the affirmative vote of a majority of the directors then in office under certain circumstances; · the ability of our board of directors to adopt, amend or repeal our bylaws and the super-majority vote of our stockholders required to adopt, amend or repeal our bylaws described above; ·9the number of directors on our board of directors, the classification of our board of directors and the terms of the members of our board of directors;·the limitations on removal of any of our directors described below under “—Anti-Takeover Effects of Certain Provisions of Delaware Law and Our Certificate of Incorporation and Bylaws”;·the ability of our directors to fill any vacancy on our board of directors by the affirmative vote of a majority of the directors then in office under certain circumstances;·the ability of our board of directors to adopt, amend or repeal our bylaws and the super-majority vote of our stockholders required to adopt, amend or repeal our bylaws described above;·the limitation on action of our stockholders by written action described below under “—Anti-Takeover Effects of Certain Provisions of Delaware Law and Our Certificate of Incorporation and Bylaws”;·the choice of forum provision described below under “—Choice of Forum”;·the limitations on director liability and indemnification described below under the heading “Limitation on Liability of Directors and Officers and Indemnification”; and·the super-majority voting requirement to amend our certificate of incorporation described above.· the limitation on action of our stockholders by written action described below under “—Anti-Takeover Effects of Certain Provisions of Our Certificate of Incorporation and Bylaws and Delaware Law;” · the choice of forum provision described below under “—Choice of Forum;” · the limitations on director liability and indemnification described below under the heading “—Limitation on Liability of Directors and Indemnification;” and · the super-majority voting requirement to amend our certificate of incorporation described above. liquidation or winding up, holders of our common stock are entitled to share ratably in any assets remaining after the satisfaction in full of the prior rights of creditors and the aggregate of any liquidation preference pursuant to the terms of any certificate of designation filed with respect to any series of preferred stock.Delaware Law and Our Certificate of Incorporation and Bylawsas havingto have an anti-takeover effect, such as those provisions:· providing for our board of directors to be divided into three classes with staggered three-year terms, with only one class of directors being elected at each annual meeting of our stockholders and the other classes continuing for the remainder of their respective three-year terms; · authorizing our board of directors to issue from time to time any series of preferred stock and fix the voting powers, designation, powers, preferences and rights of the shares of such series of preferred stock; · · · · ·10providing for our board of directors to be divided into three classes with staggered three-year terms, with only one class of directors being elected at each annual meeting of our stockholders and the other classes continuing for the remainder of their respective three-year terms;·authorizing our board of directors to issue from time to time any series of preferred stock and fix the voting powers, designation, powers, preferences and rights of the shares of such series of preferred stock;·prohibiting stockholders from acting by written consent in lieu of a meeting;·requiring advance notice of stockholder intention to put forth director nominees or bring up other business at a stockholders’ meeting;·prohibiting stockholders from calling a special meeting of stockholders;·requiring a 66 2/3% super-majority stockholder approval in order for stockholders to alter, amend or repeal certain provisions of our certificate of incorporation;·requiring a 66 2/3% super-majority stockholder approval in order for stockholders to adopt, amend or repeal our bylaws;·providing that, subject to the rights of the holders of any series of preferred stock to elect additional directors under specified circumstances, neither the board of directors nor any individual director may be removed without cause;·creating the possibility that our board of directors could prevent a coercive takeover of our Company due to the significant amount of authorized, but unissued shares of our common stock and preferred stock;·providing that, subject to the rights of the holders of any series of preferred stock, the number of directors shall be fixed from time to time exclusively by our board of directors pursuant to a resolution adopted by a majority of the total number of authorized directors; and·providing that any vacancies on our board of directors under certain circumstances will be filled only by a majority of our board of directors then in office, even if less than a quorum, and not by the stockholders.· · · creating the possibility that our board of directors could prevent a coercive takeover of our Company due to the significant amount of authorized, but unissued shares of our common stock and preferred stock; · providing that, subject to the rights of the holders of any series of preferred stock, the number of directors shall be fixed from time to time exclusively by our board of directors pursuant to a resolution adopted by a majority of the total number of authorized directors; and · providing that any vacancies on our board of directors under certain circumstances will be filled only by a majority of our board of directors then in office, even if less than a quorum, and not by the stockholders. ·prior to that date, our board of directors approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;·upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned by (i) persons who are directors and also officers and (ii) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or·on or subsequent to that date, the business combination is approved by our board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock that is not owned by the interested stockholder.· prior to that date, our board of directors approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder; · upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned by (i) persons who are directors and also officers and (ii) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or · on or subsequent to that date, the business combination is approved by our board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock that is not owned by the interested stockholder. the DGCL and our certificate of incorporation and bylaws, and the above-summarized provisions of the DGCL could make it more difficult to acquire us by means of a tender offer, a proxy contest or otherwise, or to remove incumbent officers and directors. These provisions are expected to discourage certain types of coercive takeover practices and takeover bids that our board of directors may consider inadequate and to encourage persons seeking to acquire control of us to first negotiate with our board of directors. We believe that the benefits of increased protection of our ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging takeover or acquisition proposals because, among other things, negotiation of these proposals could result in an improvement of their terms.·breach of their duty of loyalty to us or our stockholders;·act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;·unlawful payment of dividends or redemption of shares as provided in Section 174 of the DGCL; or·transaction from which the directors derived an improper personal benefit.· breach of their duty of loyalty to us or our stockholders; · act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; · unlawful payment of dividends or redemption of shares as provided in Section 174 of the DGCL; or · ListingOur common stock is listed on the NASDAQ Capital Market under the symbol “SSH.” Our shares of common stock in the form of Chess Depositary Instruments are listed on the Australian Securities Exchange under the symbol “SHC.” On January 29, 2013, we announced our intentionde-list from the official list of the ASX during the first half of the 2013 calendar year. On February 5, 2013, we received conditional approval from the ASX to delist from the official list of the ASX. The delisting is expected to occur upon the close of trading on May 6, 2013.CDIsIn orderregister for our shares of common stock in the form of CDIs to trade electronically on the ASX, we participate in the electronic transfer system known as the Clearing House Electronic Subregister System (“CHESS”), operated by ASX Settlement Pty Limited (“ASX Settlement”). ASX Settlement provides settlement services for the ASX markets to assist participants and issuers to understand the operation of the rules and procedures governing settlement facilities. The ASX Settlement Operating Rules form part of the overall listing and market rules which we are required to comply with as an entity listed on the ASX.CHESS is an electronic system which manages the settlement of transactions executed on the ASX and facilitates the paperless transfer of legal title to the ASX quoted securities. CHESS cannot be used directly for the transfer of securities of companies domiciled in certain jurisdictions outside of Australia, such as the United States. Accordingly, to enable our shares of common stock to be cleared and settled electronically through CHESS, we have issued and will continue to issue depositary interests called CDIs. No share certificates are issued in respect of shareholdings that are quoted on the ASX and settled on CHESS, nor is it a requirement for transfer forms to be executed in relation to transfers that occur on CHESS.CDIs confer the beneficial ownership inresale the shares of common stock underlying certain replacement warrants issued to investors under a letter agreement dated February 15, 2017 that was entered into between us and such investors to encourage such investors to exercise their then-outstanding warrants for cash on or before March 31, 2017.CDI holder,acquisition of the Aquadex Business, we entered into a registration rights agreement with Baxter, pursuant to which Baxter or its affiliates has the right to request that we file a registration statement with the legal titleSEC to such shares held by CHESS Depositary Nominees Pty Ltd, a wholly-owned subsidiaryregister all or part of the ASX, to act as our Australian depositary and issue CDIs. Every 200 CDIs represents beneficial ownership of one share of our common stock.A holder of CDIs who does not wish to have its trades settled in CDIs may request that such holder’s CDIs be converted into1,666 shares of common stock that Baxter received in which case legal titleconnection with the acquisition. Upon receipt of any such request, we have agreed to use reasonable best efforts to prepare and file a registration statement as expeditiously as possible but in any event within 30 days of such request, to cause the sharesregistration statement to become effective in accordance with Baxter’s intended method of common stock will be transferreddistribution, and to pay the holderexpenses incurred in connection with any such registration.March 14, 2013.· the purchase price, title and stated value of the preferred stock; · the number of shares of the preferred stock offered, the liquidation preference per share and the offering price of the preferred stock; · the dividend rate(s), period(s) or payment date(s) or method(s) of calculation applicable to the preferred stock; · · our right, if any, to defer payment of dividends and the maximum length of any such deferral period; · the procedures for auction and remarketing, if any, for the preferred stock; · · the provision for redemption, if applicable, of the preferred stock; · any listing of the preferred stock on any securities exchange; · · ·14the title and stated value of the preferred stock;·the number of shares of the preferred stock offered, the liquidation preference per share and the offering price of the preferred stock;·the dividend rate(s), period(s) or payment date(s) or method(s) of calculation applicable to the preferred stock;·whether dividends are cumulative or non-cumulative and, if cumulative, the date from which dividends on the preferred stock will accumulate;·our right, if any, to defer payment of dividends and the maximum length of any such deferral period;·the procedures for auction and remarketing, if any, for the preferred stock;·the provisions for a sinking fund, if any, for the preferred stock;·the provision for redemption, if applicable, of the preferred stock;·any listing of the preferred stock on any securities exchange;·the terms and conditions, if applicable, upon which the preferred stock will be convertible into common stock, including the conversion price or manner of calculation and conversion period;·voting rights, if any, of the preferred stock;·whether interests in the preferred stock will be represented by depositary shares;·a discussion of any material or special U.S. federal income tax considerations applicable to the preferred stock;·the relative ranking and preferences of the preferred stock as to dividend rights and rights upon the liquidation, dissolution or winding up of our affairs;·any limitations on issuance of any class or series of preferred stock ranking senior to or on a parity with the class or series of preferred stock as to dividend rights and rights upon the liquidation, dissolution or winding up of our affairs; and·any other specific terms, preferences, rights, limitations or restrictions of the preferred stock.· · a discussion of any material or special U.S. federal income tax considerations applicable to the preferred stock; · the relative ranking and preferences of the preferred stock as to dividend rights and rights upon the liquidation, dissolution or winding up of our affairs; · · any other specific terms, preferences, rights, limitations or restrictions of the preferred stock. providedprovides otherwise, the number of authorized shares of such class or change the powers, preferences or special rights of such class or series so as to adversely affect the class or series, as the case may be. This right is in addition to any voting rights that may be provided for in the applicable certificate of designation.DESCRIPTION OF WARRANTS15The following is a general description of the terms of the warrants we may issue from time to time unless we provide otherwise in the prospectus supplement. Particular terms of any warrants we offer will be described in the prospectus supplement relating to such warrants.General TermsWe may issue warrants to purchase common stock, preferred stock or debt securities. Warrants may be issued independently or together with other securities and may be attached or separate from such securities. We will issue each series of warrants under a separate warrant agreement to be entered into between us and a warrant agent. The warrant agent will act solely as our agent and will not assume any obligation or relationship of agency for or with holders or beneficial owners of warrants.A prospectus supplement will describe the particular terms of any series of warrants we may issue, including the following:·the title and aggregate number of the warrants;·the price or prices at which the warrants will be issued and the currency or currencies in which the price of the warrants may be payable;·if applicable, the designation and terms of the securities with which the warrants are issued and the number of warrants issued with each such security or each principal amount of such security;·in the case of warrants to purchase debt securities, the principal amount of debt securities purchasable upon exercise of one warrant;·in the case of warrants to purchase common stock or preferred stock, the number of shares of common stock or preferred stock, as the case may be, purchasable upon the exercise of one warrant and the price at which those shares may be purchased upon such exercise;·the date on which the right to exercise the warrants will commence and the date on which such right will expire (subject to any extension);·whether the warrants will be issued in registered form or bearer form;·if applicable, the minimum or maximum amount of the warrants that may be exercised at any one time;·if applicable, the date on and after which the warrants and the related securities will be separately transferable;·if applicable, the procedures for adjusting the exercise price and number of shares of common stock or preferred stock purchasable upon the exercise of each warrant upon the occurrence of certain events, including stock splits, reverse stock splits, combinations, subdivisions or reclassifications of common stock or preferred stock;·the effect of any merger, consolidation, sale or other disposition of our business on the warrant agreement and the warrants;·the terms of any rights to redeem or call the warrants;·information with respect to book-entry procedures, if any;·the terms of the securities issuable upon exercise of the warrants;·if applicable, a discussion of any material or special U.S. federal income tax consequences of holding or exercising the warrants; and·any other terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants.We and the warrant agent may amend or supplement the warrant agreement for a series of warrants without the consent of the holders of the warrants issued thereunder to effect changes that are not inconsistent with the provisions of the warrants and that do not materially and adversely affect the interests of the holders of the warrants.Exercise of WarrantsEach warrant will entitle the holder to purchase for cash such common stock or preferred stock at the exercise price or such principal amount of debt securities as shall in each case be set forth in, or be determinable as set forth in, the prospectus supplement relating to the warrants offered thereby. Warrants may be exercised as set forth in the prospectus supplement beginning on the date specified therein and continuing until the close of business on the expiration date set forth in the prospectus supplement. After the close of business on the expiration date, unexercised warrants will become void.Upon receipt of the required payment and the warrant certificate properly completed and duly executed at the corporate trust office of the warrant agent or any other office indicated in the applicable prospectus supplement, we will issue and deliver the securities purchasable upon such exercise. If fewer than all of the warrants represented by the warrant certificate are exercised, then we will issue a new warrant certificate for the remaining amount of warrants. If we so indicate in the applicable prospectus19supplement, holders of the warrants may surrender securities as all or part of the exercise price for warrants.Prior to exercising their warrants, holders of warrants will not have any of the rights of holders of the securities purchasable upon such exercise, including, in the case of warrants to purchase common stock or preferred stock, the right to receive dividends, if any, or payments upon our liquidation, dissolution or winding up or to exercise any voting rights or, in the case of warrants to purchase debt securities, the right to receive principal, premium, if any, or interest payments, on the debt securities purchasable upon exercise or to enforce covenants in the applicable indenture.Governing LawAny warrants and related warrant agreements will be governed by, and construed in accordance with, the laws of the State of New York.entiretyentireties by reference to, all of the provisions of the indenture applicable to a particular series of debt securities. We urge you to read the applicable prospectus supplements and any related free writing prospectuses related to the debt securities that we may offer under this prospectus, as well as the complete indentures that contain the terms of the debt securities. Except as we may otherwise indicate, the terms of the senior indenture and the subordinated indenture are identical.· · · the maturity date or dates; · the form of the debt securities of the series; · the applicability of any guarantees; · whether or not the debt securities will be secured or unsecured, and the terms of any secured debt; ·16the title;·the principal amount being offered, and if a series, the total amount authorized and the total amount outstanding;· whether the debt securities rank as senior debt, senior subordinated debt, subordinated debt or any combination thereof, and the terms of any subordination; · if the price (expressed as a percentage of the aggregate principal amount thereof) at which such debt securities will be issued is a price other than the principal amount thereof, the portion of the principal amount thereof payable upon declaration of acceleration of the maturity thereof, or if applicable, the portion of the principal amount of such debt securities that is convertible into another security or the method by which any such portion shall be determined; · the interest rate or rates, which may be fixed or variable, or the method for determining the rate and the date interest will begin to accrue, the dates interest will be payable and the regular record dates for interest payment dates or the method for determining such dates; · our right, if any, to defer payment of interest and the maximum length of any such deferral period; · · · · any and all terms, if applicable, relating to any auction or remarketing of the debt securities of that series and any security for our obligations with respect to such debt securities and any other terms which may be advisable in connection with the marketing of debt securities of that series; · · the terms and conditions, if any, upon which such global security or securities may be exchanged in whole or in part for other individual securities, and the depositary for such global security or securities; · if applicable, the provisions relating to conversion or exchange of any debt securities of the series and the terms and conditions upon which such debt securities will be so convertible or exchangeable, including the conversion or exchange price, as applicable, or how it will be calculated and may be adjusted, any mandatory or optional (at our option or the holders’ option) conversion or exchange features, the applicable conversion or exchange period and the manner of settlement for any conversion or exchange; · if other than the full principal amount thereof, the portion of the principal amount of debt securities of the series which shall be payable upon declaration of acceleration of the maturity thereof; · additions to or changes in the covenants applicable to the particular debt securities being issued, including, among others, the consolidation, merger or sale covenant; · · ·any limit on the amount that may be issued;·whether or not we will issue the series of debt securities in global form, the terms and who the depositary will be;·the maturity date;·whether and under what circumstances, if any, we will pay additional amounts on any debt securities held by a person who is not a U.S. person for tax purposes, and whether we can redeem the debt securities if we have to pay such additional amounts;·the annual interest rate, which may be fixed or variable, or the method for determining the rate and the date interest will begin to accrue, the dates interest will be payable and the regular record dates for interest payment dates or the method for determining such dates;·whether or not the debt securities will be secured or unsecured, and the terms of any secured debt;·the terms of the subordination of any series of subordinated debt;·the place where payments will be payable;·restrictions on transfer, sale or other assignment, if any;·our right, if any, to defer payment of interest and the maximum length of any such deferral period;·the date, if any, after which, and the price at which, we may, at our option, redeem the series of debt securities pursuant to any optional or provisional redemption provisions and the terms of those redemption provisions;·the date, if any, on which, and the price at which we are obligated, pursuant to any mandatory sinking fund or analogous fund provisions or otherwise, to redeem, or at the holder’s option to purchase, the series of debt securities and the currency or currency unit in which the debt securities are payable;·whether the indenture will restrict our ability and/or the ability of our subsidiaries to: incur additional indebtedness; issue additional securities; create liens; pay dividends and make distributions in respect of our capital stock and the capital stock of our subsidiaries; redeem capital stock; place restrictions on our subsidiaries’ ability to pay dividends, make distributions or transfer assets; make investments or other restricted payments; sell or otherwise dispose of assets; enter into sale-leaseback transactions; engage in transactions with stockholders and affiliates; issue or sell stock of our subsidiaries; or effect a consolidation or merger;·whether the indenture will require us to maintain any interest coverage, fixed charge, cash flow-based, asset-based or other financial ratios;·a discussion of any material U.S. federal income tax considerations applicable to the debt securities;·information describing any book-entry features;·provisions for a sinking fund purchase or other analogous fund, if any;·the applicability of the provisions in the indenture on discharge;·whether the debt securities are to be offered at a price such that they will be deemed to be offered at an “original issue discount” as defined in paragraph (a) of Section 1273 of the Internal Revenue Code of 1986, as amended;·the denominations in which we will issue the series of debt securities, if other than denominations of $1,000 and any integral multiple thereof;·the currency of payment of debt securities if other than U.S. dollars and the manner of determining the equivalent amount in U.S. dollars; and·any other specific terms, preferences, rights or limitations of, or restrictions on, the debt securities, including any additional events of default or covenants provided with respect to the debt securities, and any terms that may be required by us or advisable under applicable laws or regulations.· additions to or changes in the provisions relating to satisfaction and discharge of the indenture; · additions to or changes in the provisions relating to the modification of the indenture both with and without the consent of holders of debt securities issued under the indenture; · · whether interest will be payable in cash or additional debt securities at our or the holders’ option and the terms and conditions upon which the election may be made; · · any restrictions on transfer, sale or assignment of the debt securities of the series; and · any other specific terms, preferences, rights or limitations of, or restrictions on, the debt securities, any other additions or changes in the provisions of the indenture, and any terms that may be required by us or advisable under applicable laws or regulations. · if we fail to pay any installment of interest on any series of debt securities, as and when the same shall become due and payable, and such default continues for a period of 90 days; provided, however, that a valid extension of an interest payment period by us in accordance with the terms of any indenture supplemental thereto shall not constitute a default in the payment of interest for this purpose; · ·18if we fail to pay interest when due and payable and our failure continues for 90 days and the time for payment has not been extended or deferred;·if we fail to pay the principal, premium or sinking fund payment, if any, when due and payable and the time for payment has not been extended or delayed;·if we fail to observe or perform any other covenant contained in the debt securities or the indentures, other than a covenant specifically relating to another series of debt securities, and our failure continues for 90 days after we receive notice from the debenture trustee or holders of at least 25% in aggregate principal amount of the outstanding debt securities of the applicable series; and·if specified events of bankruptcy, insolvency or reorganization occur.· if we fail to observe or perform any other covenant contained in the debt securities or the indentures, other than a covenant specifically relating to another series of debt securities, and our failure continues for 90 days after we receive notice from the debenture trustee or holders of at least 25% in aggregate principal amount of the outstanding debt securities of the applicable series; and · if specified events of bankruptcy, insolvency or reorganization occur. ·the direction so given by the holder is not in conflict with any law or the applicable indenture; and·subject to its duties under the Trust Indenture Act, the debenture trustee need not take any action that might involve it in personal liability or might be unduly prejudicial to the holders not involved in the proceeding.· · subject to its duties under the Trust Indenture Act, the debenture trustee need not take any action that might involve it in personal liability or might be unduly prejudicial to the holders not involved in the proceeding. · · the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series have made written request, and such holders have offered reasonable indemnity to the debenture trustee to institute the proceeding as trustee; · · the trustee does not institute the proceeding, and does not receive from the holders of a majority in aggregate principal amount of the outstanding debt securities of that series other conflicting directions within 90 days after the notice, request and offer. ·19the holder has given written notice to the debenture trustee of a continuing event of default with respect to that series;·the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series have made written request, and such holders have offered reasonable indemnity to the debenture trustee to institute the proceeding as trustee; and·the debenture trustee does not institute the proceeding, and does not receive from the holders of a majority in aggregate principal amount of the outstanding debt securities of that series other conflicting directions within 90 days after the notice, request and offer.We debenture trustee may change an indenture without the consent of any holders with respect to specific matters:·to fix any ambiguity, defect or inconsistency in the indenture;·to comply with the provisions described above under “Description of Debt Securities—Consolidation, Merger or Sale;”·to comply with any requirements of the SEC in connection with the qualification of any indenture under the Trust Indenture Act;·to add to, delete from or revise the conditions, limitations, and restrictions on the authorized amount, terms, or purposes of issue, authentication and delivery of debt securities, as set forth in the indenture;·to provide for the issuance of and establish the form and terms and conditions of the debt securities of any series as provided under “Description of Debt Securities—General” to establish the form of any certifications required to be furnished pursuant to the terms of the indenture or any series of debt securities, or to add to the rights of the holders of any series of debt securities;·to evidence and provide for the acceptance of appointment hereunder by a successor trustee;·to provide for uncertificated debt securities in addition to or in place of certificated debt securities and to make all appropriate changes for such purpose;·to add to our covenants such new covenants, restrictions, conditions or provisions for the protection of the holders, and to make the occurrence, or the occurrence and the continuance, of a default in any such additional covenants, restrictions, conditions or provisions an event of default; or·to change anything that does not materially adversely affect the interests of any holder of debt securities of any series.· to cure any ambiguity, defect or inconsistency in the indenture or in the debt securities of any series; · to comply with the provisions described above under “Description of Debt Securities—Consolidation, Merger or Sale;” · to provide for uncertificated debt securities in addition to or in place of certificated debt securities; · to add to our covenants, restrictions, conditions or provisions such new covenants, restrictions, conditions or provisions for the benefit of the holders of all or any series of debt securities, to make the occurrence, or the occurrence and the continuance, of a default in any such additional covenants, restrictions, conditions or provisions an event of default or to surrender any right or power conferred upon us in the indenture; · · to make any change that does not adversely affect the interests of any holder of debt securities of any series in any material respect; · · to evidence and provide for the acceptance of appointment under any indenture by a successor trustee; or · to comply with any requirements of the SEC in connection with the qualification of any indenture under the Trust Indenture Act. ·· extending the fixed maturity of the series of debt securities; · · reducing the percentage of debt securities, the holders of which are required to consent to any amendment, supplement, modification or waiver. ·register the transfer or exchange of debt securities of the series;·replace stolen, lost or mutilated debt securities of the series;·maintain paying agencies;·hold monies for payment in trust;·recover excess money held by the debenture trustee;·compensate and indemnify the debenture trustee; and·appoint any successor trustee.· provide for payment; · register the transfer or exchange of debt securities of the series; · replace stolen, lost or mutilated debt securities of the series; · pay principal of and premium and interest on any debt securities of the series; · · hold monies for payment in trust; · recover excess money held by the trustee; · · appoint any successor trustee. · · register the transfer of or exchange any debt securities so selected for redemption, in whole or in part, except the unredeemed portion of any debt securities we are redeeming in part. · the title of such securities; · the offering price or prices and aggregate number of warrants offered; · · · if applicable, the date on and after which the warrants and the related securities will be separately transferable; · if applicable, the minimum or maximum amount of such warrants which may be exercised at any one time; · · · · · · any provisions for changes to or adjustments in the exercise price or number of securities issuable upon exercise of the warrants; · the dates on which the right to exercise the warrants will commence and expire; · the manner in which the warrant agreements and warrants may be modified; · · the terms of the securities issuable upon exercise of the warrants; and · any other specific terms, preferences, rights or limitations of or restrictions on the warrants. · the price, if any, for the subscription rights; · the exercise price payable for our common stock, preferred stock or debt securities upon the exercise of the subscription rights; · the number of subscription rights to be issued to each stockholder; · the number and terms of our common stock, preferred stock or debt securities which may be purchased per each subscription right; · the extent to which the subscription rights are transferable; · · · the extent to which the subscription rights may include an over-subscription privilege with respect to unsubscribed securities or an over-allotment privilege to the extent the securities are fully subscribed; and · if applicable, the material terms of any standby underwriting or purchase arrangement which may be entered into by us in connection with the offering of subscription rights. or warrant agent maintain for this purpose as the “holders” of those securities. These persons are the legal holders of the securities. We refer to those persons who, indirectly through others, own beneficial interests in securities that are not registered in their own names, as “indirect holders” of those securities. As we discuss below, indirect holders are not legal holders, and investors in securities issued in book-entry form or in street name will be indirect holders.·how it handles securities payments and notices;·whether it imposes fees or charges;·how it would handle a request for the holders’ consent, if ever required;·whether and how you can instruct it to send you securities registered in your own name so you can be a holder, if that is permitted in the future;·how it would exercise rights under the securities if there were a default or other event triggering the need for holders to act to protect their interests; and· how it handles securities payments and notices; ·if the securities are global securities, how the depositary’s rules and procedures will affect these matters.· whether it imposes fees or charges; · how it would handle a request for the holders’ consent, if ever required; · whether and how you can instruct it to send you securities registered in your own name so you can be a holder, if that is permitted in the future; · how it would exercise rights under the securities if there were a default or other event triggering the need for holders to act to protect their interests; and · if the securities are in book-entry form, how the depositary’s rules and procedures will affect these matters. global securities issued under this prospectus.·An investor cannot cause the securities to be registered in his or her name, and cannot obtain non-global certificates for his or her interest in the securities, except in the special situations we describe below.·An investor will be an indirect holder and must look to his or her own bank or broker for payments on the securities and protection of his or her legal rights relating to the securities, as we describe above.·An investor may not be able to sell interests in the securities to some insurance companies and to other institutions that are required by law to own their securities in non-book-entry form.· ·An investor may not be able to pledge his or her interest in the global security in circumstances where certificates representing the securities must be delivered to the lender or other beneficiary of the pledge in order for the pledge to be effective.·The depositary’s policies, which may change from time to time, will govern payments, transfers, exchanges and other matters relating to an investor’s interest in the global security. We and any applicable trustee have no responsibility for any aspect of the depositary’s actions or for its records of ownership interests in the global security. We and the trustee also do not supervise the depositary in any way.·The depositary may, and we understand that DTC will, require that those who purchase and sell interests in the global security within its book-entry system use immediately available funds, and your broker or bank may require you to do so as well.·Financial institutions that participate in the depositary’s book-entry system, and through which an investor holds its interest in the global security, may also have their own policies affecting payments, notices and other matters relating to the securities. There may be more than one financial intermediary in the chain of ownership for an investor. We do not monitor and are not responsible for the actions of any of those intermediaries.· An investor will be an indirect holder and must look to his or her own bank or broker for payments on the securities and protection of his or her legal rights relating to the securities, as we describe above. · An investor may not be able to sell interests in the securities to some insurance companies and to other institutions that are required by law to own their securities in non-book-entry form. · An investor may not be able to pledge his or her interest in the global security in circumstances where certificates representing the securities must be delivered to the lender or other beneficiary of the pledge in order for the pledge to be effective. · The depositary’s policies, which may change from time to time, will govern payments, transfers, exchanges and other matters relating to an investor’s interest in the global security. We and any applicable trustee have no responsibility for any aspect of the depositary’s actions or for its records of ownership interests in the global security. We and the trustee also do not supervise the depositary in any way. · The depositary may, and we understand that DTC will, require that those who purchase and sell interests in the global security within its book-entry system use immediately available funds, and your broker or bank may require you to do so as well. · ·if the depositary notifies us that it is unwilling, unable or no longer qualified to continue as depositary for that global security and we do not appoint another institution to act as depositary within 90 days;·if we notify any applicable trustee that we wish to terminate that global security; or·if an event of default has occurred with regard to securities represented by that global security and has not been cured or waived.· if the depositary notifies us that it is unwilling, unable or no longer qualified to continue as depositary for that global security and we do not appoint another institution to act as depositary within 90 days; · if we notify any applicable trustee that we wish to terminate that global security; or · if an event of default has occurred with regard to securities represented by that global security and has not been cured or waived. covered hereby from time to time pursuant to underwritten public offerings, direct sales to the public, negotiated transactions, block trades or a combination of these methods. A distribution of the securities offered by this prospectus may also be effected through the issuance of derivative securities, including without limitation, warrants and subscriptions. We may sell the securities to or through underwriters or dealers, through agents, or directly to one or more purchasers. We may distribute securities from time to time in one or more transactions:· at a fixed price or prices, which may be changed; ·· · at prices related to such prevailing market prices; or · at negotiated prices. prices,through the facilities of the NASDAQ Capital Market or any other existing trading market on which such securities may be changed;· at market prices prevailinglisted, quoted or traded at the time of sale;· at prices related to such prevailing market prices;· at varying prices determined at the time of sale;sale.· at negotiated prices.including:·including, to the name or names of the underwriters, dealers or agents participating in the offering, if any;· the purchase price of the securities sold by us to any underwriter or dealer and the net proceeds we expect to receive from the offering;· any over-allotment options under which underwriters may purchase additional securities from us;· any agency fees or underwriting discounts or commissions and other items constituting agents’ or underwriters’ compensation;· any public offering price;· any discounts or concessions allowed or reallowed or paid to dealers; and· any securities exchange or market on which the securities may be listed.· · · any over-allotment options under which underwriters may purchase additional securities from us; · any agency fees or underwriting discounts and other items constituting agents’ or underwriters’ compensation; · in a subscription rights offering, whether we have engaged dealer-managers to facilitate the offering or subscription, including their name or names and compensation; · any public offering price; · any discounts or concessions allowed or reallowed or paid to dealers; and · will beare underwriters of the securities offered by thesuch prospectus supplement.commissions or concessions allowed or reallowed or paid to dealers may change from time to time. We may use underwriters with whom we have a material relationship. We will describe in the prospectus supplement, naming the underwriter, the nature of any such relationship.and other compensation we will pay the agent in the prospectus supplement. Unless the prospectus supplement states otherwise, our agent will act on a best-efforts basis for the period of its appointment. may offer, other than common stock, will be new issues of securities with no established trading market. Any agents or underwriters may make a market in these securities, but will not be obligated to do so and may discontinue any market making at any time without notice. We cannot guarantee the liquidity of the trading markets for any securities. There is currently no market for any of the offered securities, other than our common stock which is listed on the NASDAQ Capital Market. We have no current plans for listing of the preferred stock, warrants to purchase common stock, preferred stock or debt securities, or debt securities, on any securities exchange or quotation system; any such listing with respect to any particular preferred stock, warrants to purchase common stock, preferred stock or debt securities, or debt securities, will be described in the applicable prospectus supplement or other offering materials, as the case may be.short coveringshort-covering transactions and penalty bids in accordance with Regulation M under the Exchange Act.bids. Overallotment involves sales in excess of the offering size, which create a short position. Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum. Short coveringShort-covering transactions involve purchases of the securities in the open market after the distribution is completed to cover short positions. Penalty bids permit the underwriters to reclaim a selling concession from a dealer when the securities originally sold by the dealer are purchased in a stabilizing or covering transaction to cover short positions. Those activities may cause the price of the securities to be higher than it would otherwise be. If commenced, the underwriters may discontinue any of the activities at any time. These transactions may be effected on any exchange or over-the-counter market or otherwise. agents and underwriters who are qualified market makers on Nasdaqthe NASDAQ Capital Market may engage in passive market making transactions in the securities on Nasdaqthe NASDAQ Capital Market in accordance with Rule 103 of Regulation M, during the business day prior to the pricing of the offering, before the commencement of offers or sales of the securities. Passive market makers must comply with applicable volume and price limitations and must be identified as passive market makers. In general, a passive market maker must display its bid at a price not in excess of the highest independent bid for such security; if all independent bids are lowered below the passive market maker’s bid, however, the passive market maker’s bid must then be lowered when certain purchase limits are exceeded. Passive market making may stabilize the market price of the securities at a level above that which might otherwise prevail in the open market and, if commenced, may be discontinued at any time. Financial Industry Regulatory Authority, Inc. (“FINRA”) the maximum compensation to be received by any FINRA member or independent broker dealer may not exceed 8% of the aggregate amount of the securities offered pursuant to this prospectus and any applicable prospectus supplement.Thesupplement, the validity of the securities offered by this prospectus, and any supplement thereto, will be passed upon for us by Honigman Miller Schwartz and Cohn LLP.EXPERTSLLP, Kalamazoo, Michigan. Additional legal matters may be passed upon for us or any underwriters, dealers or agents, by counsel that we will name in the applicable prospectus supplement.2012,2017, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon (which contains an explanatory paragraph describing conditions that raise substantial doubt about the Company’s ability to continue as a going concern as described in Note 1 to the consolidated financial statements), incorporated by reference therein,appearing elsewhere herein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by referenceincluded in reliance upon such report given on the authority of such firm as experts in accounting and auditing.reference our:·Annual report on Form 10-K for the year ended December 31, 2012reference:· our Annual Report on Form 10-K for the year ended December 31, 2017 filed with the SEC on March 22, 2018; · the information specifically incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2017 from our definitive Proxy Statement for the Annual Meeting of Stockholders to be held on May 16, 2018, filed with the SEC on April 6, 2018; · our Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 filed with the SEC on May 10, 2018; · our Current Report on Form 8-K filed with the SEC on January 18, 2018; · the description of our common stock in our registration statement on Form 10 filed with the SEC on September 30, 2011, including any amendment or report filed for the purpose of updating such description; · the description of our Series A Junior Participating Preferred Stock, par value $0.0001 per share, in our registration statement on Form 8-A filed with the SEC on June 14, 2013; and · The description of our Series F Convertible Preferred Stock in our Prospectus filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act on November 22, 2017. on March 12, 2013;·Current reports on Form 8-K filed with the SEC on January 7, 2013, January 16, 2013, February 4, 2013, February 6, 2013 and March 13, 2013, respectively (other than the portions of these reports furnished but not filed pursuant to SEC rules and the exhibits filed on such form that relate to such portions);·the information specifically incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2012 from our definitive Proxy Statement for the Annual Meeting of Stockholders to be held on May 23, 2013, to be filed with the SEC within 120 days after the end of the fiscal year covered by the Annual Report on Form 10-K for the year ended December 31, 2012; and·the description of our common stock in our Registration Statement on Form 10 filed with the SEC on September 30, 2011, including any amendment or report filed for the purpose of updating such description.We incorporate by reference the documents listed above and any future filings made by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, except as to any portion of any report or document that is not deemed filed under such provisions, (i) on or after the initialdate of filing of the registration statement that containscontaining this prospectus and prior to the terminationeffectiveness of the offeringregistration statement and (ii) on or after the date of this prospectus until the earlier of the date on which all of the securities describedregistered hereunder have been sold or the registration statement of which this prospectus is a part has been withdrawn, shall be deemed incorporated by reference in this prospectus; provided, however, that notwithstandingprospectus and to be a part of this prospectus from the foregoing, unlessspecifically statedfiling of those documents. Nothing in this prospectus shall be deemed to the contrary, none of theincorporate information that isfurnished but not deemed “filed”filed with the SEC including information furnished under Itemspursuant to Item 2.02 or 7.01 of any Current Report on Form 8-K, will be incorporated by reference into, or otherwise included in, this prospectus.www.sunshineheart.comwww.chf-solutions.com. Information contained in, or accessible through, our website is not a part of this prospectus.Youobtain documentsbe incorporated by reference into this prospectus at no costbut not delivered with this prospectus, excluding exhibits to those reports or documents unless they are specifically incorporated by reference into those documents. You may request a copy of these documents by writing or telephoning us at the following address:Sunshine Heart,David Rosa,John L. Erb, Chief Executive Officerinformational requirementsexhibits that are a part of the Exchange Act andregistration statement or the exhibits to the reports or other documents incorporated by reference into this prospectus for a copy of such contract, agreement or other document. We file annual, quarterly and current reports, proxy statements and other information with the SEC.SEC in accordance with the Exchange Act. You may read and copy anyour reports, proxy statements and other information we filefiled by us at the SEC’s public reference room of the SEC located at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information onabout the public reference room. You may also accessrooms. Our reports, proxy statements and other information filed documentswith the SEC are available free of charge to the public over the Internet at the SEC’s web sitewebsite at http://www.sec.gov.II. IIITEM 14. ITEM 14. Other Expenses of Issuance and Distribution. Issuancethe securities being registered. All of the amounts shown are estimates except for the Securities and Distribution.(1)Securities and Exchange Commission Registration Fee $ 3,735 FINRA Filing Fee $ * Accounting fees $ * Printing fees and expenses $ * Legal fees and disbursements $ * Miscellaneous $ * Total: $ * will be dependentare calculated based on the type of securities offered and the number of offeringsissuances and therefore,accordingly cannot be estimated at this time. In accordance with Rule 430B, additional information regarding estimated fees and expenses will be provided at the time information as to an offering is included in a prospectus supplement.ITEM 15. Indemnification of Directors and Officers. ITEM 15. Indemnification of Directors and Officers.Sunshine Heart,CHF Solutions, Inc. or is or was serving at our request as a director, officer, or trustee of another corporation, or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan, whether the basis of such proceeding is alleged action in an official capacity as a director, officer or trustee or in any other capacity while serving as a director, officer or trustee, shall be indemnified and held harmless by us to the fullest extent authorized by the Delaware General Corporation Law, as amended (the “DGCL”), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such.···Securities Exchange Act, of 1934, as amended, losses that are as a result offrom conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct, or that constituted a breach of the duty of loyalty to the Company or resulted in any improper personal profit or advantage, where payment is actually made to a director or officer under an insurance policy, indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement, for indemnification which is not lawful, or in connection with any proceeding initiated by such director or officer, or any proceeding against the Company or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the board of directors of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the DGCL, or (iv) the proceeding is initiated to enforce a claim for indemnification pursuant to the indemnification agreement. as amended, may be permitted to our directors, officers or controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission thisherein or filed herewith as indicated below.
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Herewith Incorporated By Reference Form 1.1 Form of Underwriting Agreement * 3.1 Fourth Amended and Restated Certificate of Incorporation 10 001-35312 February 1, 2012 3.1 3.2 Certificate of Amendment to Fourth Amended and Restated Certificate of Incorporation 8-K 001-35312 January 13, 2017 3.1 3.3 Certificate of Amendment to Fourth Amended and Restated Certificate of Incorporation 8-K 001-35312 May 23, 2017 3.1 3.4 Certificate of Amendment to Fourth Amended and Restated Certificate of Incorporation 8-K 001-35312 3.1 3.5 Second Amended and Restated Bylaws 8-K 001-35312 May 23, 2017 3.2 4.1 Specimen of Common Stock Certificate 10 001-35312 September 30, 2011 4.1 4.2 Form of Certificate of Designation of Series A Junior Participating Preferred Stock 8-K 001-35312 June 14, 2013 3.1 4.3 Form of Certificate of Designation of Preferences, Rights and Limitations of Series F Convertible Preferred Stock S-1/A 333-221010 November 17, 2017 3.7 4.4 Form of Specimen Preferred Stock Certificate and Form of Certificate of Designation of Preferred Stock * 4.5 Form of Senior Debt Indenture S-3 333-194731 March 21, 2014 4.5 4.6 Form of Subordinated Debt Indenture S-3 333-194731 March 21, 2014 4.6 4.7 Form of Senior Note* 4.8 Form of Subordinated Note* 4.9 Form of Common Stock Warrant Agreement and Warrant Certificate* 4.10 Form of Preferred Stock Warrant Agreement and Warrant Certificate* Incorporated By ReferenceExhibitNumberExhibit DescriptionFormFile NumberDate of FirstFilingExhibitNumberFiled Herewith5.1Opinion of Honigman Miller Schwartz and Cohn LLP Statement ofStatements Regarding Computation of Ratios *Independent Registered Public Accounting FirmBaker Tilly Virchow Krause, LLPX 23.3 Consent of Honigman Miller Schwartz and Cohn LLP the signature pages hereto** If required, to be filed by amendment or as an exhibit to a report filed under the Securities Exchange Act of 1934, as amended, and incorporated herein by reference. ITEM 17. Undertakings. (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and (iii) (1)provided howeverTo file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:(i)To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;(ii)To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent nomore than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and(iii)To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;Provided, however,, that the undertakings set forth in paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Sectionsection 13 or Sectionsection 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.(2) (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: (i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and (ii) (2)37That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.(4)That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:(i)(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and(i)(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.(5)That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:(i)Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;(ii)Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;(iii)The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and(iv)Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.(6)That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof.(7)That, for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.(8)That, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.(9)To file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act.(5) (i) (ii) (iii) (iv) (6) (7) Securities Act of 1933 and is, therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the cityCity of Eden Prairie, State of Minnesota, on this 15th day of March, 2013.SUNSHINE HEART,CHF SOLUTIONS, INC.DAVID ROSADavid RosaofficerDavid RosaJohn L. Erb and Jeffrey Mathiesen,Claudia Drayton, and each of them, with full power of substitution, his true and lawful attorney-in-fact and agent to do any and all acts and things in his name and on his behalf in his capacity indicated below which they or either of them may deem necessary or advisable to enable Sunshine Heart,CHF Solutions, Inc. to comply with the Securities Act of 1933 as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Registration Statementregistration statement including specifically, power and authority to sign for him in his name in the capacities stated below, any and all amendments (including post-effective amendments) thereto, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in such connection, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.as amended, this Registration Statementregistration statement has been signed by the following persons in the capacities and on the dates indicated.DAVID ROSAPresident & March 15, 2013David Rosa(Principal Executive Officer) and DirectorJEFFREY MATHIESENMarch 15, 2013Jeffrey Mathiesen(Principal Financial and Accounting Officer)S/ PAUL BUCKMANMarch 15, 2013Paul BuckmanS/ GEOFFREY BROOKEMarch 15, 2013Geoffrey BrookeS/ DONAL O’DWYERMarch 15, 2013Donal O’DwyerS/ GREGORY WALLERMarch 15, 2013S/ JOHN ERBMarch 15, 2013John Erb/s/ WARREN WATSONDirectorMarch 15, 2013/s/ JON SALVESONDirectorMarch 15, 2013Jon Salveson