Sec Form 13G Filing - BIGGER CAPITAL FUND L P filing for NUWELLIS INC PAR $0.0001 (NUWE) - 2020-02-12

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. 3)¹

 

CHF Solutions, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

12542Q706

(CUSIP Number)

December 31, 2019

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐

Rule 13d-1(b)

☒

Rule 13d-1(c)

☐

Rule 13d-1(d)

 

 

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

1

NAME OF REPORTING PERSON

Bigger Capital Fund, LP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

5

SOLE VOTING POWER

SHARES

BENEFICIALLY

0

OWNED BY

6

SHARED VOTING POWER

EACH

REPORTING

167,661 shares of Common Stock 1,030,774 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

PERSON WITH

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

167,661 shares of Common Stock 1,030,774 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

167,661 shares of Common Stock 1,030,774 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.99%*

12

TYPE OF REPORTING PERSON

PN

* As more fully described in Item 4, the Warrants (as defined in Item 4) are subject to a 9.99% blocker, and the percentage set forth in row (11) constitutes the percentage ownership of the Issuer’s outstanding Common Stock, $.0001 par value per share (the “Common Stock”) held by the Reporting Person assuming the maximum amount of Warrants held by the Reporting Person are exercised subject to the blocker limitation, without reflecting for the exercise of all of the Warrants. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon the exercise of all such Warrants and do not give effect to such blockers. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blockers, is less than the number of securities reported in rows (6), (8) and (9).

  

1

NAME OF REPORTING PERSON

Bigger Capital Fund GP, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

5

SOLE VOTING POWER

SHARES

BENEFICIALLY

0

OWNED BY

6

SHARED VOTING POWER

EACH

REPORTING

167,661 shares of Common Stock 1,030,774 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

PERSON WITH

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

167,661 shares of Common Stock 1,030,774 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

167,661 shares of Common Stock 1,030,774 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.99%*

12

TYPE OF REPORTING PERSON

OO

* As more fully described in Item 4, the Warrants are subject to a 9.99% blocker, and the percentage set forth in row (11) constitutes the percentage ownership of the Issuer’s Common Stock held by the Reporting Person assuming the maximum amount of all of Warrants held by the Reporting Person are exercised subject to the blocker limitation, without reflecting for the exercise of all of the Warrants. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon the exercise of all such Warrants and do not give effect to such blockers. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blockers, is less than the number of securities reported in rows (6), (8) and (9).

  

 

1

NAME OF REPORTING PERSON

District 2 Capital Fund LP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

5

SOLE VOTING POWER

SHARES

BENEFICIALLY

0

OWNED BY

6

SHARED VOTING POWER

EACH

REPORTING

100,000 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

PERSON WITH

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

100,000 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

100,000 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.2%*

12

TYPE OF REPORTING PERSON

PN

* As more fully described in Item 4, the Warrants are subject to a 9.99% blocker. The blocker provides that this limitation applies to Warrants held by related entities. Accordingly, each Reporting Person may not be able to exercise all of their Warrants.

  

 

1

NAME OF REPORTING PERSON

District 2 Capital LP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

5

SOLE VOTING POWER

SHARES

BENEFICIALLY

0

OWNED BY

6

SHARED VOTING POWER

EACH

REPORTING

100,000 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

PERSON WITH

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

100,000 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

100,000 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.2%*

12

TYPE OF REPORTING PERSON

PN

* As more fully described in Item 4, the Warrants are subject to a 9.99% blocker. The blocker provides that this limitation applies to Warrants held by related entities. Accordingly, each Reporting Person may not be able to exercise all of their Warrants.

  

 

1

NAME OF REPORTING PERSON

District 2 GP LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

5

SOLE VOTING POWER

SHARES

BENEFICIALLY

0

OWNED BY

6

SHARED VOTING POWER

EACH

REPORTING

100,000 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

PERSON WITH

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

100,000 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

100,000 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.2%*

12

TYPE OF REPORTING PERSON

OO

* As more fully described in Item 4, the Warrants are subject to a 9.99% blocker. The blocker provides that this limitation applies to Warrants held by related entities. Accordingly, each Reporting Person may not be able to exercise all of their Warrants.

  

 

1

NAME OF REPORTING PERSON

District 2 Holdings LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

5

SOLE VOTING POWER

SHARES

BENEFICIALLY

0;

0

OWNED BY

6

SHARED VOTING POWER

EACH

REPORTING

100,000 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

PERSON WITH

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

100,000 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

100,000 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.2%*

12

TYPE OF REPORTING PERSON

OO

* As more fully described in Item 4, the Warrants are subject to a 9.99% blocker. The blocker provides that this limitation applies to Warrants held by related entities. Accordingly, each Reporting Person may not be able to exercise all of their Warrants.

  

 

1

NAME OF REPORTING PERSON

Michael Bigger

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF

5

SOLE VOTING POWER

SHARES

BENEFICIALLY

0 shares of Common Stock

OWNED BY

6

SHARED VOTING POWER

EACH

REPORTING

167,661 shares of Common Stock* 1,130,774 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

PERSON WITH

7

SOLE DISPOSITIVE POWER

0 shares of Common Stock

8

SHARED DISPOSITIVE POWER

167,661 shares of Common Stock* 1,130,774 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

167,661 shares of Common Stock* 1,130,774 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.99%*

12

TYPE OF REPORTING PERSON

IN

* Consists of (i) 167,661 shares of Common Stock owned by Bigger Capital Fund, LP (“Bigger Capital”), and (ii) 1,030,774 and 100,000 shares of Common Stock issuable upon exercise of Warrants owned by Bigger Capital and District 2 Capital Fund LP, respectively. As more fully described in Item 4, the Warrants are subject to a 9.99% blocker, and the percentage set forth in row (11) gives effect to such blockers. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon the exercise of all such Warrants and do not give effect to such blockers. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blockers, is less than the number of securities reported in rows (6), (8) and (9).

  

This Amendment No. 3 to Schedule 13G is being filed to reflect a change in the beneficial ownership since the the filing of Amendment No. 2 to Schedule 13G.

Item 1(a).

Name of Issuer:

CHF Solutions, Inc., a Delaware corporation (the “Issuer”).

Item 1(b).

Address of Issuer’s Principal Executive Offices:

12988 Valley View Road
Eden, Prairie, MN 55344

Item 2(a).

Name of Person Filing

Item 2(b).

Address of Principal Business Office or, if None, Residence

Item 2(c).

Citizenship

Bigger Capital Fund, LP (“Bigger Capital”)
175 W. Carver Street
Huntington, NY 11743
Citizenship: Delaware

Bigger Capital Fund GP, LLC (“Bigger GP”)
175 W. Carver Street
Huntington, NY 11743
Citizenship: Delaware

Michael Bigger
175 W. Carver Street
Huntington, NY 11743
Citizenship: USA

District 2 Capital Fund LP (“District 2 CF”)
175 W Carver Street
Huntington, NY 11743
Citizenship: Delaware

District 2 Capital LP (“District 2”)
175 W Carver Street
Huntington, NY 11743
Citizenship: Delaware

District 2 GP LLC (“District 2 GP”)
175 W Carver Street
Huntington, NY 11743
Citizenship: Delaware

District 2 Holdings LLC (“District 2 Holdings”)
175 W Carver Street
Huntington, NY 11743
Citizenship: Delaware

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

Item 2(d).

Title of Class of Securities:

Common Stock, $0.0001 par value (the “Common Stock”).

Item 2(e).

CUSIP Number:

12542Q706

Item 3.

If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

		/x/	Not applicable.
	(a)	/ /	Broker or dealer registered under Section 15 of the Exchange Act.
	(b)	/ /	Bank as defined in Section 3(a)(6) of the Exchange Act.
	(c)	/ /	Insurance company as defined in Section 3(a)(19) of the Exchange Act.
	(d)	/ /	Investment company registered under Section 8 of the Investment Company Act.
	(e)	/ /	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
	(f)	/ /	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
	(g)	/ /	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
	(h)	/ /	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
	(i)	/ /	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
	(j)	/ /	A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J).
	(k)	/ /	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
			If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____

Item 4.

Ownership

(a)

Amount beneficially owned:

As of December 31, 2019, Bigger Capital beneficially owned 167,661 shares of Common Stock, and 1,030,774 shares of Common Stock issuable upon the exercise of Warrants which have an exercise price of $0.9942 per share (the “Warrants”). As described below, the Warrants contain a 9.99% beneficial ownership limitation.

Bigger GP, as the general partner of Bigger Capital, may be deemed to beneficially own the 167,661 shares of Common Stock and 1,030,774 shares of Common Stock issuable upon exercise of Warrants beneficially owned by Bigger Capital.

As of December 31, 2019, District 2 CF beneficially owned 100,000 shares of Common Stock issuable upon the exercise of Warrants with an exercise price of $0.9942 owned by District 2 CF. As described below, the Warrants contain a 9.99% beneficial ownership limitation.

District 2, as the investment manager of District 2 CF, may be deemed to beneficially own the 100,000 shares of Common Stock issuable upon exercise of the Warrants beneficially owned by District 2 CF.

District 2 GP, as the general partner of District 2 CF, may be deemed to beneficially own the 100,000 shares of Common Stock issuable upon exercise of the Warrants beneficially owned by District 2 CF.

District 2 Holdings, as the managing member of District 2 GP, may be deemed to beneficially own the 100,000 shares of Common Stock issuable upon exercise of the Warrants beneficially owned by District 2 CF.

Mr. Bigger, as the managing member of Bigger GP and the managing member of District 2 Holdings, may be deemed to beneficially own the (i) 167,661 shares of Common Stock beneficially owned by Bigger Capital, (ii) 1,030,774 shares of Common Stock issuable upon exercise of Warrants owned by Bigger Capital, and (iii) 100,000 shares of Common Stock issuable upon exercise of Warrants owned by District 2 CF.

The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any shares of Common Stock owned by another Reporting Person. Each of Bigger GP and Mr. Bigger disclaims beneficial ownership of the shares of Common Stock beneficially owned by Bigger Capital. Each of District 2, District 2 GP, District 2 Holdings and Mr. Bigger disclaims beneficial ownership of the shares of Common Stock beneficially owned by District 2 CF, and the filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities.

(b)

Percent of class:

The following percentages are based on 8,429,526 shares of Common Stock outstanding as of January 24, 2020, as represented in the Company’s Prospectus Supplement filed on January 27,2020 with the Securities Exchange Commission pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended. In addition, the foregoing reflects with respect to District 2 CF, District 2, District 2 GP and District 2 Holdings, the exercise of Warrants to purchase 100,000 shares.

As of the close of business on December 31, 2019, (i) each of Bigger Capital and Bigger GP may be deemed to beneficially own approximately 9.99% of the outstanding shares of Common Stock, (ii) each of District 2 CF, District 2, District 2 GP, and District 2 Holdings may be deemed to collectively beneficially own approximately 1.2% of the outstanding shares of Common Stock, and (iii) Mr. Bigger may be deemed to own approximately 9.99% of the outstanding shares of Common Stock.

Pursuant to the terms of the Warrants, the Reporting Persons cannot exercise the Warrants to the extent the Reporting Persons or affiliates of the Reporting Persons would beneficially own, after any such exercise, more than 9.99% of the outstanding shares of Common Stock (the “Blockers”), and the percentage set forth in Row 11 of the cover page for each Reporting Person as well in this Item 4(b) gives effect to the Blockers. The Blocker provides that this limitation applies to Warrants held by related entities. Accordingly, each Reporting Person may not be able to exercise all of their Warrants.

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote

See Cover Pages Items 5-9.

(ii)

Shared power to vote or to direct the vote

See Cover Pages Items 5-9.

(iii)

Sole power to dispose or to direct the disposition of

See Cover Pages Items 5-9.

(iv)

Shared power to dispose or to direct the disposition of

See Cover Pages Items 5-9.

Item 5.

Ownership of Five Percent or Less of a Class.

Not Applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Bigger GP and Mr. Bigger share voting and dispositive power over the shares of Common Stock beneficially owned by Bigger Capital. Mr. Bigger shares voting and dispositive power over the shares of Common Stock beneficially owned by District 2 CF.

Item 7.

Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not Applicable.

Item 8.

Identification and Classification of Members of the Group.

See Exhibit 99.1. Previously filed.

Item 9.

Notice of Dissolution of Group.

Not Applicable.

Item 10.

Certifications.

By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 12, 2020

Bigger Capital Fund, LP			Bigger Capital Fund GP, LLC
By:	Bigger Capital Fund GP, LLC, its general partner		By:	/s/ Michael Bigger
				Michael Bigger
By:	/s/ Michael Bigger			Managing Member
	Michael Bigger
	Managing Member
				/s/ Michael Bigger
				Michael Bigger
District 2 Capital Fund LP
By:	District 2 GP LLC, its general partner		District 2 Capital LP
By:	/s/ Michael Bigger		By:	/s/ Michael Bigger
	Michael Bigger			Michael Bigger
	Managing Member			Managing Member
District 2 GP LLC			District 2 Holdings LLC
By:	/s/ Michael Bigger		By:	/s/ Michael Bigger
	Michael Bigger			Michael Bigger
	Managing Member			Managing Member