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SEC Comment Letter for Nuwellis, Inc. (NUWE) (CIK 0001506492) (NUWE) — May 5, 2020

Nuwellis, Inc. (NUWE) (CIK 0001506492)
Date: May 5, 2020 · CIK: 0001506492 · Accession: 0000000000-20-003908

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File numbers found in text: 333-237911

Date
May 5, 2020
Author
Not clearly detected
Form
UPLOAD
Company
Nuwellis, Inc. (NUWE) (CIK 0001506492)

Letter

United States securities and exchange commission logo May 5, 2020 John Erb Chief Executive Officer CHF Solutions, Inc. 12988 Valley View Road Eden Prairie, Minnesota 55344 Re:CHF Solutions, Inc. Registration Statement on Form S-1 Filed April 29, 2020 File No. 333-237911 Dear Mr. Erb: We have limited our review of your registration statement to the issue 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 April 29, 2020 Exhibits 1.We note that in Exhibit 5.1, counsel only opines on 1,794,906 of the 6,726,506 shares of common stock registered. Please have counsel amend the legal opinion to opine on all of the shares of common stock registered. 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.

FirstName LastNameJohn Erb Comapany NameCHF Solutions, Inc. May 5, 2020 Page 2 FirstName LastName John Erb CHF Solutions, Inc. May 5, 2020 Page 2 Please contact Irene Paik at 202-551-6553 or Celeste Murphy at 202-551-3257 with any questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Phillip D. Torrence, Esq.

Show Raw Text
United States securities and exchange commission logo
May 5, 2020
John Erb
Chief Executive Officer
CHF Solutions, Inc.
12988 Valley View Road
Eden Prairie, Minnesota 55344
Re:CHF Solutions, Inc.
Registration Statement on Form S-1
Filed April 29, 2020
File No. 333-237911
Dear Mr. Erb:
            We have limited our review of your registration statement to the issue 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 April 29, 2020
Exhibits
1.We note that in Exhibit 5.1, counsel only opines on 1,794,906 of the 6,726,506 shares of
common stock registered. Please have counsel amend the legal opinion to opine on all of
the shares of common stock registered.
            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.

 FirstName LastNameJohn Erb
 Comapany NameCHF Solutions, Inc.
 May 5, 2020 Page 2
 FirstName LastName
John Erb
CHF Solutions, Inc.
May 5, 2020
Page 2
            Please contact Irene Paik at 202-551-6553 or Celeste Murphy at 202-551-3257 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Phillip D. Torrence, Esq.