UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 31, 2018
CHF Solutions, Inc.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation) | 001-35312 (Commission File Number) | 68-0533453 (IRS Employer Identification No.) |
12988 Valley View Road
Eden Prairie, Minnesota 55344
(Address of principal executive offices) (Zip Code)
(952) 345-4200
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Jim Breidenstein will no longer serve as Chief Commercial Officer of CHF Solutions, Inc. (the “Company”), effective July 31, 2018. The Company does not intend to appoint a replacement Chief Commercial Officer at this time, and John Erb, the Company’s Chief Executive Officer and President, will have primary responsibility for management of the commercial organization, including sales and marketing functions, of the Company. Mr. Breidenstein is entitled to receive the severance and related benefits provided in his Offer Letter dated April 12, 2017 (the “Offer Letter”), conditioned on Mr. Breidenstein executing and delivering a separation and release agreement substantially in the form attached to such Offer Letter. A copy of the Offer Letter was attached as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on May 12, 2017, and the terms of such Offer Letter are described in the Company’s definitive proxy statement for the 2018 annual meeting of stockholders filed with the SEC on April 6, 2018.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: August 3, 2018 | CHF SOLUTIONS, INC. | ||
| By: | /s/ Claudia Drayton | ||
| Name: | Claudia Drayton | ||
| Title: | Chief Financial Officer | ||