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
CHF Solutions, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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No. 68-0533453
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(State or Other Jurisdiction of Incorporation or Organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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(Address of Principal Executive Offices) (Zip Code)
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.0001 per share
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CHFS
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Nasdaq Capital Market
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 5.07 |
Submission of Matters to a Vote of Security Holders.
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(a) At the annual meeting of stockholders (the
“Annual Meeting”) of CHF Solutions, Inc. (the “
Company”)
held on
May 20, 2020, there were insufficient votes to pass Proposal 3, which sought to approve an amendment to
the Company’s Fourth Amended and Restated
Certificate of Incorporation, as amended, to effect a reverse split of its outstanding common
stock at a ratio in the range of 1-for-5 to 1-for-30, to be determined at the discretion of
the Company’s Board of Directors, whereby each outstanding 5 to 30 shares would be combined, converted and changed into 1 share of Company common stock,
without reducing the number of authorized shares of Company common stock.
In accordance with the authority granted pursuant to the approval of Proposal 4 at the Annual Meeting, the Annual Meeting was adjourned until 2:00 p.m. US Central Time on June 19, 2020 virtually at https://web.lumiagm.com/257409059 (the “Adjourned Annual Meeting”) to allow additional time to accept stockholder votes on Proposal 3.
Proposal 3 required an affirmative vote of holders of a majority of the shares entitled to vote at the Adjourned Annual Meeting. Proposal 3 is described in detail in
the Company’s definitive proxy statement filed on
April
13, 2020 with the Securities and Exchange Commission.
A total of 22,473,514 shares of
the Company’s common stock were present at the Adjourned Annual Meeting in person or by proxy, which represents approximately 68.94% of the shares of common stock outstanding as of the record
date for the Annual Meeting. There were insufficient votes to pass Proposal 3 at the Adjourned Annual Meeting.
The Company did not adjourn the meeting a second time and will not seek additional votes for Proposal 3.
(b) The results of the voting are shown below.
Proposal 3— To approve an amendment to our Fourth Amended and Restated
Certificate of Incorporation, as amended, to effect a reverse split of our outstanding
common stock at a ratio in the range of 1-for-5 to 1-for-30, to be determined at the discretion of our Board of Directors, whereby each outstanding 5 to 30 shares would be combined, converted and changed into 1 share of our common stock, without
reducing the number of authorized shares of our common stock.
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VOTES FOR
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VOTES AGAINST
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ABSTAIN
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BROKER
NON-VOTES
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13,074,528
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9,308,959
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90,026
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N/A
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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.
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CHF SOLUTIONS, INC.
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By:
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Name:
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Title:
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Chief Financial Officer
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