SEC Form 8-K filed by CHF Solutions, Inc.

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Underwriting Agreement

On March 17, 2021, CHF Solutions, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Ladenburg Thalmann & Co. Inc., as representative (the “Representative”) of the underwriters identified therein (collectively, the “Underwriters”), pursuant to which the Company agreed to issue and sell 3,300,710 shares of its common stock, $0.0001 par value per share, at a public offering price of $5.50 per share (the “Offering”). Under the terms of the Underwriting Agreement, the Company granted the Underwriters a 45-day option to purchase up to an additional 495,106 shares of the Company’s common stock. The Company expects to receive approximately $16.5 million in net proceeds from the Offering (assuming the option to purchase additional shares is not exercised), after underwriting discounts and commissions and estimated Offering expenses payable by the Company. The Offering is scheduled to close on or about March 19, 2021, subject to customary closing conditions. The Company intends to use the net proceeds of the Offering for general corporate purposes, including the continued investment in commercialization efforts.

The Underwriting Agreement contains representations, warranties and covenants made by the Company that are customary for transactions of this type. Under the terms of the Underwriting Agreement, the Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. In addition, pursuant to the terms of the Underwriting Agreement, the Company and its executive officers and directors have entered into agreements providing that the Company and each of these persons may not, without the prior written approval of the Representative, subject to limited exceptions, offer, sell, transfer or otherwise dispose of the Company’s securities for a period of 90 days following the Offering.

The Offering was made pursuant to (i) the Company’s Registration Statement on Form S-3 (Registration No. 333-224881), filed with the Securities and Exchange Commission (the “SEC”) on May 11, 2018 and declared effective by the SEC on May 23, 2018, (ii) the Company’s Registration Statement on Form S-3MEF (Registration No. 333-254373) and (iii) the related prospectus supplement filed with the SEC pursuant to Rule 424(b) dated March 17, 2021.

The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.

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