SEC Comment Letter for Nuwellis, Inc. (NUWE) (CIK 0001506492) (NUWE) — Dec 13, 2019
Nuwellis, Inc. (NUWE) (CIK 0001506492)
Date: Dec. 13, 2019 · CIK: 0001506492 · Accession: 0000000000-19-016402
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-235385
Letter
December 13, 2019 John Erb Chief Executive Officer CHF Solutions, Inc. 12988 Valley View Road Eden Prairie, MN 55344 Re:CHF Solutions, Inc. Registration Statement on Form S-1 Filed December 6, 2019 File No. 333-235385 Dear Mr. Erb: We have limited our review of your registration statement to those issues we have addressed in our comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this comment, we may have additional comments. Registration Statement on Form S-1, filed on December 6, 2019 Choice of Forum, page 68 1.We note that your forum selection provision identifies the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation, including any "derivative action." Please disclose whether this provision applies to actions arising under the Securities Act or the Exchange Act. In that regard, we note that Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. If the provision applies to Securities Act claims, please revise your prospectus to state that there is uncertainty as to whether a court would enforce such provision and investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. If the provision does not apply to actions arising under the Securities Act or Exchange Act, please also tell us how you will inform
FirstName LastNameJohn Erb Comapany NameCHF Solutions, Inc. December 13, 2019 Page 2 FirstName LastName John Erb CHF Solutions, Inc. December 13, 2019 Page 2 investors in future filings that the provision does not apply to any actions arising under the Securities Act or Exchange Act. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Paul Fischer at 202-551-3415, or Celeste M. Murphy, Legal Branch Chief, at 202-551-3257 with any questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Phillip Torrence, Esq.
Show Raw Text
December 13, 2019
John Erb
Chief Executive Officer
CHF Solutions, Inc.
12988 Valley View Road
Eden Prairie, MN 55344
Re:CHF Solutions, Inc.
Registration Statement on Form S-1
Filed December 6, 2019
File No. 333-235385
Dear Mr. Erb:
We have limited our review of your registration statement to those issues we have
addressed in our comment. Please respond to this letter by amending your registration statement
and providing the requested information. If you do not believe our comment applies to your
facts and circumstances or do not believe an amendment is appropriate, please tell us why in
your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.
Registration Statement on Form S-1, filed on December 6, 2019
Choice of Forum, page 68
1.We note that your forum selection provision identifies the Court of Chancery of the State
of Delaware as the exclusive forum for certain litigation, including any "derivative
action." Please disclose whether this provision applies to actions arising under the
Securities Act or the Exchange Act. In that regard, we note that Section 27 of the
Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any
duty or liability created by the Exchange Act or the rules and regulations thereunder, and
Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts
over all suits brought to enforce any duty or liability created by the Securities Act or the
rules and regulations thereunder. If the provision applies to Securities Act claims, please
revise your prospectus to state that there is uncertainty as to whether a court would
enforce such provision and investors cannot waive compliance with the federal securities
laws and the rules and regulations thereunder. If the provision does not apply to actions
arising under the Securities Act or Exchange Act, please also tell us how you will inform
FirstName LastNameJohn Erb
Comapany NameCHF Solutions, Inc.
December 13, 2019 Page 2
FirstName LastName
John Erb
CHF Solutions, Inc.
December 13, 2019
Page 2
investors in future filings that the provision does not apply to any actions arising under the
Securities Act or Exchange Act.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Paul Fischer at 202-551-3415, or Celeste M. Murphy, Legal Branch Chief,
at 202-551-3257 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Phillip Torrence, Esq.