Current Report Filing (8-k)
September 24 2018 - 04:36PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 21, 2018
DELCATH SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-16133
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06-1245881
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1633 Broadway, Suite 22C, New York, New York
(Address of principal executive offices)
10019
(Zip code)
(212) 489-2100
(Registrants telephone number, including area code)
None
(Former name or
former address, if changed since last report.)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (
see
General Instruction A.2 below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this
chapter).
☐ Emerging growth company
☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to section 13(a) of the Exchange Act.
Item 1.01
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Entry into a Material Definitive Agreement.
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Private Placement
On September 21, 2018, the
Company entered into agreements with institutional investors to purchase an additional $469,975 of its 8% Senior Secured Convertible Promissory Notes (Notes) and warrants and prepaid warrants (Warrants) pursuant to a
Securities Purchase Agreement (Agreement) with those 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 and is the same agreement between the Company and one or more institutional investors, dated August 31, 2018, which 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 $1.75, and
interest on the Notes shall accrue and be payable at maturity. On September 21, 2018, the Company sold (i) $268,557 face amount of Notes and 159,718 Warrants and
1,791,833 Pre-funded Warrants
to Bigger Capital Fund, LP and (ii) $201,418 face amount of Notes and 119,788 Warrants and
1,343,874 Pre-funded Warrants
to District 2 Capital Fund LP, with gross proceeds to the Company of $350,000.
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 our
Form 8-K filed
with the SEC on September 7, 2018, and are hereby incorporated by reference.
Item 2.03
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Creation of a Direct Financial Obligation of the Registrant
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See Item 1.01 above.
Unregistered Sales of Equity Securities
See
Item 1.01 above.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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DELCATH SYSTEMS, INC.
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Date: September 24, 2018
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By:
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/s/ Jennifer Simpson
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Name:
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Jennifer Simpson
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Title:
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President and Chief Executive Officer
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