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EX-99.1 - EXHIBIT 99.1 - Nuwellis, Inc.ex99_1.htm
EX-3.1 - EXHIBIT 3.1 - Nuwellis, Inc.ex3_1.htm

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): October 10, 2017

CHF Solutions, Inc.
(Exact name of registrant as specified in its charter)
 

 
 Delaware  001-35312 68-0533453
(State or other jurisdiction of incorporation)
(Commission File Number)
(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 3.03
Material Modification to Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 and 5.07 of this report is incorporated herein by reference.

Item 5.03
Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 10, 2017, CHF Solutions, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”) at its offices at 12988 Valley View Road, Eden Prairie, Minnesota.  At the Special Meeting, the stockholders approved the proposal to amend the Company’s Fourth Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to effect a reverse stock split of its outstanding common stock, at any time prior to the first anniversary of the approval by the stockholders, at a ratio in the range of one-for-ten to one-for-twenty, to be determined at the discretion of the Board of Directors of the Company (the “Board”).

On October 10, 2017, following the Special Meeting, the Board approved a one-for-twenty reverse stock split of the Company’s issued and outstanding shares of common stock (the “Reverse Stock Split”).  On October 12, 2017, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Fourth Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) to effect the Reverse Stock Split. The Reverse Stock Split will become effective as of 5:00 p.m. Eastern Time on October 12, 2017, and the Company’s common stock will begin trading on a split-adjusted basis when the market opens on October 13, 2017.

When the Reverse Stock Split becomes effective, every twenty shares of the Company’s issued and outstanding common stock (and such shares held in treasury) will automatically be converted into one share of common stock, without any change in the par value per share. In addition, a proportionate adjustment will be made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding stock options, restricted stock units and warrants to purchase shares of common stock and the number of shares reserved for issuance pursuant to the Company’s equity incentive compensation plans. Any fraction of a share of common stock that would be created as a result of the Reverse Stock Split will be rounded down to the next whole share and the stockholder will receive cash equal to the market value of the factional share, determined by multiplying such fraction by the closing sales price of the Company’s common stock as reported on Nasdaq on the last trading day before the Reverse Stock Split becomes effective.

The Company’s common stock will continue to trade on the Nasdaq Capital Market under the symbol “CHFS.” The new CUSIP number for common stock following the Reverse Stock Split will be 12542Q 508.

American Stock Transfer & Trust Company, the Company’s transfer agent, will act as the exchange agent for the Reverse Stock Split.

For more information about the Reverse Stock Split, see the Company’s Definitive Proxy Statement on Schedule 14A (the “Special Meeting Proxy Statement”), which was filed with the Securities and Exchange Commission and mailed to the Company’s stockholders on or about September 8, 2017, the relevant portions of which are incorporated herein by reference. A copy of the Certificate of Amendment is attached as Exhibit 3.1 hereto and incorporated herein by reference.

Item 5.07
Submission of Matters to a Vote of Security Holders.

At the Special Meeting, the following proposals were submitted to the Company’s stockholders:

(1)
Approval of an amendment to the Fourth Amended and Restated Certificate of Incorporation, as amended, to effect a reverse split of the outstanding common stock at a ratio in the range of one-for-ten to one-for-twenty, to be determined at the discretion of the Board.
 
(2)
Authorization of one or more adjournments of the special meeting to solicit additional proxies in the event there are insufficient votes to approve Proposal 1.
 

For more information about the foregoing proposals, see the Special Meeting Proxy Statement. Holders of the Company’s common stock were entitled to one vote per share. The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below:

(1)
Approval of an amendment to the Fourth Amended and Restated Certificate of Incorporation, as amended, to effect a reverse split of the outstanding common stock at a ratio in the range of one-for-ten to one-for-twenty, to be determined at the discretion of the Board:

For
   
Against
   
Abstain
   
Broker Non-Votes
 
 
6,354,265
     
2,469,270
     
173,803
     
0
 
 
(2)
Authorization of one or more adjournments of the special meeting to solicit additional proxies in the event there are insufficient votes to approve Proposal 1:

For
   
Against
   
Abstain
   
Broker Non-Votes
 
 
6,074,633
     
2,688,225
     
234,480
     
0
 

The results reported above are final voting results. No other matters were considered or voted upon at the Special Meeting.

Item 8.01
Other Events.

On October 12, 2017, the Company issued a press release announcing that the Board has approved the Reverse Stock Split. A copy of the press release is attached hereto as Exhibit 99.1, and is incorporated herein by reference.

Item 9.01
Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number
 
Description
     
3.1
 
Certificate of Amendment to Fourth Amended and Restated Certificate of Incorporation, as amended, of Sunshine Heart, Inc.
     
99.1
 
Press release dated October 12, 2017
 

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: October 12, 2017
CHF Solutions, Inc.
 
       
 
By:
/s/ Claudia Drayton
 
 
Name:
Claudia Drayton
 
 
Title:
Chief Financial Officer
 
 

EXHIBIT INDEX
 
Exhibit Number
 
Description
     
 
Certificate of Amendment to Fourth Amended and Restated Certificate of Incorporation, as amended, of Sunshine Heart, Inc.
     
 
Press release dated October 12, 2017