Item 1.01
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Entry into a Material Definitive Agreement.
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Private Placement
Effective August 31, 2018, the
Company entered into an agreement to sell up to $6 million purchase price of its 8% Senior Secured Convertible Promissory Notes (Notes) and warrants and prepaid warrants (Warrants) pursuant to a Securities Purchase
Agreement (Agreement) with one or more institutional investors in transactions exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the Securities Act), Regulation S and Rule
506(b) promulgated thereunder. The Agreement provided for an aggregate subscription amount for all securities to all purchasers of up to $6,000,000.00 and has substantially the same terms as the July 20, 2018 Securities Purchase Agreement with
Discover Growth Fund, LLC, except that the conversion price under the Notes and exercise price of the Warrants is $.175, and interest on the Notes shall accrue and be payable at maturity. On August 31, 2018, the Company
sold $3,336,617 face amount of Notes and 2,021,410 Warrants and 23,777,381
Pre-funded
Warrants to Discover Growth Fund, LLC with gross proceeds to the Company of $2,500,000.
Effective the same date, the Company amended its Notes issued on June 4, 2018 and July 20, 2018 such that the conversion price was reduced to $1.75,
interest shall accrue until maturity, and the first $2.5 million raised from the Companys rights offering and 50% of any subsequent financings shall be used to satisfy the Companys obligations under the Notes. Effective the same
date, the Company also amended its
Pre-Funded
Warrants such that the Warrants to Purchase Common Stock, Warrant No.
D-1-201
et
seq. issued by Delcath Systems, Inc. on June 4, 2018, and previously amended on July 20, 2018, were amended as follows: the total number of Warrants was increased from 12,953,695 to 22,206,333, and the Warrants to Purchase Common Stock,
Warrant No.
D-2-201
et seq. were amended as follows: the total number of Warrants was increased from 9,244,332 to 15,847,426.
The above is a summary of the material terms and conditions of the Securities Purchase Agreement, the Notes, the Warrants, the other agreements issued into in
conjunction therewith and the amendments thereto, and other agreements referenced above and is qualified in its entirety by the full terms and conditions of such agreements which are attached to this
Form 8-K as
Exhibits 10.1 through 10.7, and are hereby incorporated by reference.