CHF Solutions, Inc (CHFS)

[QUANTUM314]

Warrant Exercise Agreement

On February 15, 2017, we entered into a letter agreement with the Selling Stockholders, to incent the cash exercise of the warrants they hold (including the Warrants) on or before March 31, 2017. See “— Description of the Warrant Exercise Agreement” below.

Securities offered by the Selling Stockholders: 218,217 shares of our Common Stock

Common stock outstanding:
1,742,745 (as of March 14, 2017)

Common stock to be outstanding after this offering, assuming full conversion or exercise of Series D Preferred Stock and Warrants Registered Hereby: 1,960,962

Common stock to be outstanding after this offering, assuming full conversion or exercise of all of our outstanding preferred stock and warrants: 3,018,341




· 348,712 shares of Common Stock currently* issuable upon the conversion of outstanding shares of our Series C Convertible Preferred Stock and Series D Preferred Stock;

· 63,787 shares of Common Stock issuable upon the exercise of outstanding stock options, having a weighted average exercise price of $115.13 per share and 11,640 shares of common stock issuable upon the vesting of restricted stock units;

· 926,884 shares of our Common Stock issuable upon the exercise of outstanding warrants (other than the Warrants) with a weighted-average exercise price of $6.96 per share; and

· 86,371 shares of our Common Stock reserved for future issuance under our equity incentive plans.




$6.96 per share may be a key number ;)

SSH