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EX-23.1 - EXHIBIT 23.1 - Nuwellis, Inc.s001918x12_ex23-1.htm
EX-5.1 - EXHIBIT 5.1 - Nuwellis, Inc.s001918x12_ex5-1.htm
As filed with the Securities and Exchange Commission on November 21, 2017
Registration No. 333-

 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 

 
FORM S-1
 
Registration Statement Under The Securities Act of 1933
 
 

 
CHF SOLUTIONS, INC.
(Exact name of Registrant as specified in its charter)
 
Delaware
 
3841
 
22-2919486
(State or other jurisdiction
of incorporation or organization)
 
(Primary Standard Industrial
Classification Code Number)
 
(I.R.S. Employer
Identification No.)
 
12988 Valley View Road
Eden Prairie, Minnesota 55344
(952) 345-4200
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
 

 
 
John Erb
Chief Executive Officer
CHF Solutions, Inc.
12988 Valley View Road
Eden Prairie, Minnesota 55344
(952) 345-4200
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
 

 
 
COPIES TO:
 
Phillip D. Torrence, Esq.
Meredith Ervine, Esq.
Honigman Miller Schwartz and Cohn LLP
350 East Michigan Avenue, Suite 300
Kalamazoo, MI 49007
Tel: (269) 337-7700
Fax: (269) 337-7703
Michael F. Nertney
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, NY 10105-0302
Tel: (212) 370-1300
Fax: (212) 401-4741
 
 
Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.

If any securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ (333-221010)

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☐
Accelerated filer ☐
Non-accelerated filer ☐
(Do not check if a
smaller reporting company)
Smaller reporting company ☒
 
 
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 to Section 7(a)(2)(B) of the Securities Act.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered(1)
 
Proposed Maximum
Aggregate Offering
Price(2)
   
Amount of
Registration Fee(3)
 
Series F Convertible Preferred Stock
 
$
3,000,000
   
$
373.50
 
Common Stock issuable upon conversion of Series F Convertible Preferred Stock
 
$
     
$
   
Warrants to purchase common stock
 
$
     
$
   
Common Stock issuable on exercise of Warrants
 
$
6,000,000
   
$
747.00
 
Total
 
$
9,000,000
   
$
1,120.50
(3)
 
(1)
Represents only the additional number of shares of common stock, shares of common stock issuable upon exercise of the common warrants, and pre-funded warrants being registered and includes shares of common stock issuable upon exercise of the underwriters’ option to purchase additional shares of common stock and/or common warrants. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1, as amended (Reg. No. 333-221010).  Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Act”), the securities registered also include such indeterminate amounts and numbers of shares of common stock issuable to cover additional securities that may be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(2)
Estimated solely for the purpose of computing the registration fee pursuant to Rule 457(o) under the Act.
 
(3)
The Registrant previously registered an aggregate of $48,000,000 worth of its common stock, common warrants and pre-funded warrants on a Registration Statement on Form S-1, as amended (Reg. No. 333-221010) for which filing fees of $5,976.00 were paid.
 
The Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended. 

 
EXPLANATORY NOTE
 
This registration statement is being filed with respect to the registration of additional shares of Series F Convertible Preferred Stock, Common Stock issuable upon conversion of Series F Convertible Preferred Stock, Warrants to purchase common stock and Common Stock issuable on exercise of Warrants of CHF Solutions, Inc., a Delaware corporation, pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the registration statement on Form S-1 (333-221010), initially filed by CHF Solutions, Inc. with the Securities and Exchange Commission (the “Commission”) on October 18, 2017, as amended by Pre-Effective Amendment No. 1, as filed with the Commission on November 6, 2017, Pre-Effective Amendment No. 2, as filed with the Commission on November 13, 2017, Pre-Effective Amendment No. 3, as filed with the Commission on November 17, 2017, and Pre-Effective Amendment No. 4, as filed with the Commission on November 20, 2017, including all exhibits thereto, are incorporated herein by reference. 

SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Eden Prairie, State of Minnesota, on this 21st day of November, 2017.
 
 
CHF SOLUTIONS, INC.
 
 
 
 
By:
/s/ JOHN L. ERB
 
 
John L. Erb
 
 
Chief Executive Officer and Chairman of the Board

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.
 
Signature
 
Title
 
Date
 
 
 
 
 
/s/ JOHN L. ERB
 
Principal Executive Officer
and Chairman of the Board
 
November 21, 2017
John L. Erb
 
 
   
 
 
   
/s/ CLAUDIA DRAYTON
 
Principal Financial Officer and Principal Accounting Officer
 
November 21, 2017
Claudia Drayton
 
 
 
 
 
 
 
*
 
Director
 
November 21, 2017
Steve Brandt
 
 
 
 
 
 
 
 
 
*
 
Director
 
November 21, 2017
Matthew Likens
 
 
 
 
 
 
 
 
 
*
 
Director
 
November 21, 2017
Jon W. Salveson
 
 
 
 
 
 
 
 
 
*
 
Director
 
November 21, 2017
Gregory Waller
 
 
 
 
 
 
 
 
 
*
 
Director
 
November 21, 2017
Warren Watson
 
 
 
 
 
* By:
/s/ JOHN L. ERB
 
 
John L. Erb
Attorney-in-fact
 

EXHIBIT INDEX
 
Exhibit Number
 
Description
 
 
 
 
Opinion of Honigman Miller Schwartz and Cohn LLP.
 
 
 
 
Consent of Independent Registered Public Accounting Firm.
 
 
 
 
Consent of Honigman Miller Schwartz and Cohn LLP (included in Exhibit 5.1).
 
 
 
 
Power of Attorney (incorporated by reference to Exhibit 24.1 to the Form S-1 Registration Statement (Registration No. 333-221010), filed by CHF Solutions, Inc. on October 18, 2017).
 
*
Filed herewith.
**
Previously filed.