Current Report Filing (8-k)
December 12 2018 - 04:43PM
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): December 12, 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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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).
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Emerging growth company
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☐ 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 8.01
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Other Information
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Common Stock
Our authorized common stock
consists of 1,000,000,000 shares, $0.01 par value per share.
Voting
Holders of our common stock are entitled to one vote per share on matters to be voted on by stockholders and also are entitled to receive such dividends, if
any, as may be declared from time to time by our board of directors in its discretion out of funds legally available therefor. Holders of our common stock have exclusive voting rights for the election of our directors and all other matters requiring
stockholder action, except with respect to amendments to our certificate of incorporation that alter or change the powers, preferences, rights or other terms of any outstanding preferred stock if the holders of such affected series of preferred
stock are entitled to vote on such an amendment or filling vacancies on the board of directors.
Dividends
Holders of common stock are entitled to share ratably in any dividends declared by our board of directors, subject to any preferential dividend rights of any
outstanding preferred stock. Dividends consisting of shares of common stock may be paid to holders of shares of common stock. We do not intend to pay cash dividends in the foreseeable future.
Liquidation and Dissolution
Upon our liquidation
or dissolution, the holders of our common stock will be entitled to receive pro rata all assets remaining available for distribution to stockholders after payment of all liabilities and provision for the liquidation of any shares of preferred stock
at the time outstanding.
Other Rights and Restrictions
Our common stock has no preemptive or other subscription rights, and there are no conversion rights or redemption or sinking fund provisions with respect to
such stock. Our common stock is not subject to redemption by us. Our certificate of incorporation and bylaws do not restrict the ability of a holder of common stock to transfer the stockholders shares of common stock. If we issue shares of
common stock under this prospectus, the shares will be fully paid
and non-assessable and
will not have, or be subject to, any preemptive or similar rights.
Listing
Our common stock is quoted on the OTCQB
under the symbol DCTH.
Transfer Agent and Registrar
The transfer agent and registrar for our common stock is American Stock Transfer & Trust Company.
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: December 12, 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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