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Share Name | Share Symbol | Market | Type |
---|---|---|---|
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 | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 5.28 | 5.10 | 5.32 | 0 | 01:00:00 |
Delaware
|
68-0533453
|
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
12988 Valley View Road
Eden Prairie, Minnesota
|
55344
|
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
Nuwellis, Inc. 2021 Inducement Plan
|
(Full title of the plan)
|
Title of securities to be registered
|
Amount to be
Registered (1)
|
Proposed maximum
offering price
per share
|
Proposed maximum
aggregate offering
price
|
Amount of
registration
fee
|
||||||||||||
Common Stock, par value $0.0001 per share
|
||||||||||||||||
Nuwellis, Inc. 2021 Inducement Plan
|
250,000
|
$
|
3.59
|
(2)
|
$
|
897,500
|
(2)
|
$
|
97.92
|
|||||||
Total:
|
$
|
897,500
|
$
|
97.92
|
(1)
|
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”),
this Registration Statement shall also cover any additional shares of the Registrant’s common stock (“Common Stock”) that become issuable under the plan set forth herein by reason of any stock dividend, stock split, recapitalization, or other
similar transaction effected without receipt of consideration that increases the number of outstanding shares of the Registrant’s outstanding common stock, as applicable.
|
(2)
|
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act. The offering price per share and
aggregate offering price are based on the average of the high and low prices of the Registrant’s Common Stock as reported on the Nasdaq Capital Market on May 19, 2021.
|
Item 3.
|
Incorporation of Documents by Reference.
|
Item 4.
|
Description of Securities.
|
Item 5.
|
Interests of Named Experts and Counsel.
|
Item 6. |
Indemnification of Directors and Officers.
|
•
|
breach of their duty of loyalty to the Registrant or the Registrant’s 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 Delaware General Corporation Law (the “DGCL”); or
|
•
|
transaction from which the directors derived an improper personal benefit.
|
Item 7. |
Exemption from Registration Claimed.
|
Item 8.
|
Exhibits.
|
Incorporated By Reference
|
|||||||
Exhibit Number
|
Exhibit
Description
|
Form
|
File
Number
|
Date of First
Filing
|
Exhibit
Number
|
Filed
Herewith
|
|
4.1
|
10
|
001-35312
|
February 1, 2012
|
3.1
|
|||
4.2
|
8-K
|
001-35312
|
January 13, 2017
|
3.1
|
|||
4.3
|
8-K
|
001-35312
|
May 23, 2017
|
3.1
|
|||
4.4
|
8-K
|
001-35312
|
October 12, 2017
|
3.1
|
|||
4.5
|
8-K
|
001-35312
|
January 2, 2019
|
3.1
|
|||
4.6
|
8-K/A
|
001-35312
|
October 16, 2020
|
3.1
|
|||
4.7
|
8-K
|
001-35312
|
April 27, 2021
|
3.1
|
|||
4.8
|
8-K
|
001-35312
|
April 27, 2021
|
3.2
|
|||
4.9
|
8-K
|
001-35312
|
June 14, 2013
|
3.1
|
|||
4.10
|
S-1/A
|
333-221010
|
November 17, 2017
|
3.7
|
Incorporated By Reference
|
|||||||
Exhibit Number
|
Exhibit
Description
|
Form
|
File
Number
|
Date of First
Filing
|
Exhibit
Number
|
Filed
Herewith
|
|
4.11
|
8-K
|
001-35312
|
August 8, 2016
|
4.1
|
|||
5.1
|
X
|
||||||
23.1
|
X
|
||||||
23.2
|
Included in Exhibit 5.1
|
||||||
24
|
X
|
||||||
99.1
|
14A
|
001-35312
|
April 5, 2013
|
App. A
|
|||
99.2
|
10-Q
|
001-35312
|
August 8, 2013
|
10.1
|
|||
99.3
|
10-Q
|
001-35312
|
November 12, 2013
|
10.1
|
|||
99.4
|
S-8
|
333-202904
|
March 20, 2015
|
99.12
|
|||
99.5
|
S-8
|
333-210215
|
March 15, 2016
|
99.13
|
|||
99.6
|
8-K
|
001-35312
|
May 30, 2017
|
10.4
|
|||
99.7
|
8-K
|
001-35312
|
January 18, 2018
|
10.1
|
|||
99.8
|
10-Q
|
001-35312
|
August 8, 2019
|
10.2
|
|||
99.9
|
8-K
|
001-35312
|
December 6, 2019
|
10.1
|
|||
99.10
|
8-K
|
001-35312
|
February 23, 2021
|
10.1
|
|||
99.11
|
8-K
|
001-35312
|
May 30, 2017
|
10.1
|
|||
99.12
|
14A
|
001-35312
|
September 11, 2020
|
App. A
|
|||
99.13
|
X
|
† |
Indicates management compensatory plan, contract or arrangement.
|
Item 9. |
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;
|
(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 a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective
Registration Statement;
|
(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;
|
(2)
|
That, for the purpose of determining any liability under the Securities Act, 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.
|
NUWELLIS, INC.
|
|||
By:
|
/s/ Nestor Jaramillo
|
||
Name:
|
Nestor Jaramillo
|
||
Title:
|
President and Chief Executive Officer
|
SIGNATURE
|
TITLE
|
DATE
|
/s/ Nestor Jaramillo
|
President, CEO, Interim CFO, and Chairman
|
May 24, 2021
|
Nestor Jaramillo
|
(principal executive officer and principal financial officer)
|
|
/s/ Paul Wotta
|
Controller
|
May 24, 2021
|
Paul Wotta
|
(principal accounting officer)
|
|
/s/ Steve Brandt
|
Director
|
May 24, 2021
|
Steve Brandt
|
||
/s/ Maria Rosa Costanzo
|
Director
|
May 24, 2021
|
Maria Rosa Costanzo
|
||
/s/ John L. Erb
|
Director
|
May 24, 2021
|
John L. Erb
|
||
/s/ Jon W. Salveson
|
Director
|
May 24, 2021
|
Jon W. Salveson
|
||
/s/ Gregory D. Waller
|
Director
|
May 24, 2021
|
Gregory D. Waller
|
||
/s/ Warren S. Watson
|
Director
|
May 24, 2021
|
Warren S. Watson
|
1 Year CHF Solutions Chart |
1 Month CHF Solutions Chart |
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