SUNSHINE HEART,INC. (NASDAQ:SSH) Files An 8-K Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities.

To the extent required by Item 3.02 of Form8-K, the information
contained in Item 8.01 of this report is incorporated by
reference. The issuance of the Replacement Warrants (as defined
below) and the shares of common stock underlying the warrants was
or will be completed under the exemption provided by Rule506 of
Regulation D of the Securities Act of 1933, as amended
(theSecurities Act),
and/or Section4(a)(2)of the Securities Act. Each of the Investors
(as defined below) has represented that it is an accredited
investor, as defined in Rule501 of Regulation D, and that it is
acquiring the securities for its own account, not as nominee or
agent, and not with a view to the resale or distribution of any
part thereof in violation of the Securities Act.

Item 8.01. Other Events.

Nasdaq Listing Extension

On March28, 2017, Sunshine Heart,Inc. (the Company) was
notified by The NASDAQ Stock Market LLC (Nasdaq) that the
Nasdaq Hearings Panel (the Panel) determined
to grant the Companys request for continued listing on Nasdaq to
an extension through May10, 2017 to evidence compliance with all
applicable criteria for continued listing on The Nasdaq Capital
Market and, specifically, the minimum $2.5 million stockholders
equity requirement. The Company is diligently working to timely
satisfy the terms of the Panels decision.

Warrant Exercises and Issuances under the Warrant
Exercise Agreement

As previously reported, including on the Current Report on
Form8-K filed on March24, 2017 (the Prior Report), on
February15, 2017, the Company entered into a letter agreement
with Sabby Healthcare Master Fund Ltd. and Sabby Volatility
Warrant Master Fund Ltd., the institutional investors that holds
our outstanding preferred stock and the majority of our
outstanding warrants (the Investors), to
incent the cash exercise of the warrants then held by such
Investors on or before March31, 2017. In exchange for any such
exercise, we agreed to provide the Investors a replacement
warrant (the Replacement
Warrants) to purchase the same number of shares of
common stock as were issued upon exercise of the exercised
warrants, with an exercise price equal to the consolidated
closing bid price of our common stock at such time. See the
Current Report on Form8-K filed on March22, 2017 for a
description of the letter agreement and the Replacement Warrants
and for information regarding exercises of warrants and issuances
of Replacement Warrants through the date of the Prior Report.

From March10, 2017 to March28, 2017, the Investors exercised
warrants to purchase 763,998 shares of common stock for cash
proceeds of approximately $1,427,000, and we issued such
Investors Replacement Warrants to purchase 763,998 shares of
common stock with exercise prices equal to the closing
consolidated bid price of our common stock available on the date
of issuance (ranging from $1.73 to $3.77 per share). As a result
of such exercises, as of March28, 2017, the warrants have been
fully exercised and no further replacement warrants will be
issued under the letter agreement.

Item 9.01 Financial Statements and
Exhibits.

(d)Exhibits

SUNSHINE HEART, INC. (NASDAQ:SSH) Recent Trading Information

SUNSHINE HEART, INC. (NASDAQ:SSH) closed its last trading session down -0.41 at 1.90 with 2,119,636 shares trading hands.