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Share Name | Share Symbol | Market | Type |
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CHF Solutions Inc | NASDAQ:CHFS | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.00 | 0.00% | 5.28 | 5.10 | 5.32 | 0 | 01:00:00 |
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our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the SEC on March 5, 2020;
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our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed with the SEC on May 14, 2020;
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our Current Reports on Form 8-K filed with the SEC on January 29, 2020, March 20, 2020, March 30, 2020, April 23, 2020, May 4, 2020, May 12, 2020 and May 22, 2020;
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the information specifically incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2019 from our definitive proxy statement for the annual meeting of stockholders to be held on May 20, 2020, filed with the SEC on April 13, 2020, and supplemented on May 22, 2020;
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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; and
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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.
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Provides complete control over rate and total volume of fluid removed by allowing a medical practitioner to specify the amount of fluid to be removed from each individual patient;
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Can be performed via peripheral or central venous access;
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Removes isotonic fluid (extracts sodium while sparing potassium and magnesium)2;
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Following ultrafiltration, neurohormonal activation is reset toward a more physiological condition and diuretic efficacy is restored3;
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Provides highly automated operation with only one setting required to begin;
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Utilizes a single-use, disposable auto-loading blood filter circuit that facilitates easy set-up;
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The console guides medical practitioner through the setup and operational process; and
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Decreased hospital readmissions and duration4 resulting in cost savings at 90 days5.
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A console, a piece of capital equipment containing electromechanical pumps and an LCD screen;
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1
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SAFE 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
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Ali SS, et al. Congest Heart Fail. 2009; 15(1):1-4.
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Marenzi G, et al. J Am Coll Cardiol. 2001 Oct; 38(4): 963-968.
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4
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Costanzo MR, et al. J Am Coll Cardiol. 2005 Dec 6; 46(11): 2047-2051.
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5
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Costanzo MR, et al. Ultrafiltration vs. Diuretics for the Treatment of Fluid Overload in Patients with Heart Failure: A Hospital Cost Analysis.
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A one-time disposable blood set, an integrated collection of tubing, filter, sensors, and connectors that contain and deliver the blood from and back to the patient; and
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A disposable catheter, a small, dual-lumen extended length catheter designed to access the peripheral venous system of the patient and to simultaneously withdraw blood and return filtered blood to the patient.
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523,213 shares of common stock issuable upon the exercise of outstanding stock options, having a weighted average exercise price of $16.71 per share;
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24,925,464 shares of our common stock issuable upon the exercise of outstanding warrants (other than the warrants offered hereby) with a weighted-average exercise price of $1.73 per share;
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1,450,290 shares of common stock issuable upon the conversion of the 435 outstanding shares of our Series F Preferred Stock (excluding additional shares of common stock that we may be required to issue upon such conversion due to the full ratchet anti-dilution price protection in the certificate of designation for the Series F Preferred Stock as described in the following bullet); and
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1,765,759 shares of our common stock reserved for future issuance under our equity incentive plans.
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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;
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the limitations on removal of any of our directors described below under “—Anti-Takeover Effects of Certain Provisions of Our Certificate of Incorporation and Bylaws and Delaware Law;”
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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;
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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;
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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;”
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the choice of forum provision described below under “—Choice of Forum;”
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the limitations on director liability and indemnification described below under the heading “—Limitation on Liability of Directors and Indemnification;” and
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the super-majority voting requirement to amend our certificate of incorporation described above.
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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;
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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;
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prohibiting stockholders from acting by written consent in lieu of a meeting;
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requiring advance notice of stockholder intention to put forth director nominees or bring up other business at a stockholders’ meeting;
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prohibiting stockholders from calling a special meeting of stockholders;
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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;
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requiring a 66 2/3% super-majority stockholder approval in order for stockholders to adopt, amend or repeal our bylaws;
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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;
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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;
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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
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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.
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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;
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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
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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 662⁄3% of the outstanding voting stock that is not owned by the interested stockholder.
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breach of their duty of loyalty to us or our stockholders;
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act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;
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unlawful payment of dividends or redemption of shares as provided in Section 174 of the DGCL; or
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transaction from which the directors derived an improper personal benefit.
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ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
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block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;
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purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
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an exchange distribution in accordance with the rules of the applicable exchange;
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privately negotiated transactions;
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settlement of short sales;
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in transactions through broker-dealers that agree with the Selling Stockholders to sell a specified number of such securities at a stipulated price per security;
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through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
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a combination of any such methods of sale; or
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any other method permitted pursuant to applicable law.
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Beneficial Ownership Before
This Offering |
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Beneficial Ownership After
This Offering |
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Selling Stockholder(1)
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Number of
Shares Owned |
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Percentage of
Outstanding Shares(2) |
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Shares
Offered Hereby |
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Number of
Shares Owned |
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Percentage of
Outstanding Shares(2) |
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Anson Investments Master Fund LP(3)
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9,482,916
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4.99%
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899,470
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7,683,976
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4.99%
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Empery Asset Master, LTD(4)
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3,998,252(5)
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4.99%
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578,906
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3,419,346
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4.99%
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Empery Tax Efficient, LP(6)
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780,370(7)
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1.94%
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166,289
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614,081
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1.47%
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Empery Tax Efficient III, LP(8)
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154,275(9)
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*
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154,275
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0
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*
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Total:
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14,415,813
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11.92%
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1,798,940
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11,717,403
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11.45%
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*
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Represents beneficial ownership of less than one percent (1%) of the outstanding shares of our common stock.
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(1)
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This table and the information in the notes below are based upon information supplied by the Selling Stockholders and are based on shares of common stock outstanding as of May 26, 2020. Only those shares issuable upon exercise of the Warrants are being registered for resale pursuant to this registration statement, and not any other securities held by the Selling Stockholders. Beneficial ownership is determined in accordance with Rule 13d-3 under the Securities Act, and includes any shares as to which the Selling Stockholder has sole or shared voting power or investment power, and also any shares which the Selling Stockholder has the right to acquire within 60 days of the date hereof, whether through the exercise or conversion of any stock option, convertible security, warrant or other right. The indication herein that shares are beneficially owned is not an admission on the part of the Selling Stockholder that he, she or it is a direct or indirect beneficial owner of those shares.
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(2)
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All warrants and convertible securities of the Company held by the Selling Stockholders are subject to beneficial ownership limitations such that the shares issuable upon conversion or exercise of such securities may not be converted or exercised, respectively, if it would result in the holder exceeding the beneficial ownership limitation. The beneficial ownership limitation is either 4.99% or 9.99% for each Selling Stockholder. The numbers set forth in columns (2) and (5) above do not give effect to any such beneficial ownership limitations, but the percentages set forth in columns (3) and (6) above do give effect to such beneficial ownership limitations.
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(3)
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Includes (i) 339,756 shares of common stock disclosed on a 13G filed by Anson Funds Management LP on February 14, 2020 with the SEC, (ii) 2,080,696 shares of common stock and 2,565,114 share of common stock purchased in the Company’s registered direct offerings on March 23, 2020 and April 1, 2020, respectively, (iii) 1,798,940 shares of common stock purchased in the Company’s registered direct offering on May 5, 2020, (iv) 899,470 warrants to purchase common stock purchased pursuant to the Company’s
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(4)
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Empery Asset Management LP, the authorized agent of Empery Asset Master Ltd (“EAM”), has discretionary authority to vote and dispose of the shares held by EAM and may be deemed to be the beneficial owner of these shares. Martin Hoe and Ryan Lane, in their capacity as investment managers of Empery Asset Management LP, may also be deemed to have investment discretion and voting power over the shares held by EAM. EAM, Mr. Hoe and Mr. Lane each disclaim any beneficial ownership of these shares.
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(5)
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Represents (i) 578,906 shares of common stock issuable upon exercise of warrants to purchase common stock purchased pursuant to the Company’s private placement of warrants on May 5, 2020 and (ii) 3,419,346 shares of common stock issuable upon exercise of other warrants to purchase common stock held by the Selling Stockholder. The percentages in this table reflect that the reporting persons may not exercise the warrants to the extent such exercise would cause the reporting persons to beneficially own a number of shares of common stock that would exceed 4.99% of our then outstanding common stock following such exercise; provided, however, that upon 61 days prior notice to us, such holder may increase its ownership, provided that in no event will the ownership exceed 9.99%.
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(6)
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Empery Asset Management LP, the authorized agent of Empery Tax Efficient, LP (“ETE”), has discretionary authority to vote and dispose of the shares held by ETE and may be deemed to be the beneficial owner of these shares. Martin Hoe and Ryan Lane, in their capacity as investment managers of Empery Asset Management LP, may also be deemed to have investment discretion and voting power over the shares held by ETE. ETE, Mr. Hoe and Mr. Lane each disclaim any beneficial ownership of these shares.
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(7)
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Represents (i) 166,289 shares of common stock issuable upon exercise of warrants to purchase common stock purchased pursuant to the Company’s private placement of warrants on May 5, 2020 and (ii) 614,081 shares of common stock issuable upon exercise of other warrants to purchase common stock held by the Selling Stockholder. The percentages in this table reflect that the reporting persons may not exercise the warrants to the extent such exercise would cause the reporting persons to beneficially own a number of shares of common stock that would exceed 4.99% of our then outstanding common stock following such exercise; provided, however, that upon 61 days prior notice to us, such holder may increase its ownership, provided that in no event will the ownership exceed 9.99%.
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(8)
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Empery Asset Management LP, the authorized agent of Empery Tax Efficient III, LP (“ETE III”), has discretionary authority to vote and dispose of the shares held by ETE III and may be deemed to be the beneficial owner of these shares. Martin Hoe and Ryan Lane, in their capacity as investment managers of Empery Asset Management LP, may also be deemed to have investment discretion and voting power over the shares held by ETE III. ETE III, Mr. Hoe and Mr. Lane each disclaim any beneficial ownership of these shares.
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(9)
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Represents 154,275 shares of common stock issuable upon exercise of warrants to purchase common stock purchased pursuant to the Company’s private placement of warrants on May 5, 2020. The percentages in this table reflect that the reporting persons may not exercise the warrants to the extent such exercise would cause the reporting persons to beneficially own a number of shares of common stock that would exceed 4.99% of our then outstanding common stock following such exercise; provided, however, that upon 61 days prior notice to us, such holder may increase its ownership, provided that in no event will the ownership exceed 9.99%
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