Statement of Ownership (sc 13g)
August 01 2019 - 4:23PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
Delcath
Systems, Inc.
(Name
of Issuer)
Common
Shares
(Title
of Class of Securities)
24661P708
(CUSIP
Number)
July
17, 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:
o
Rule 13d-1(b)
x
Rule 13d-1(c)
o
Rule 13d-1(d)
*
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).
CUSIP No.
24661P708
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13G
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Page 2 of 8 Pages
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1.
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NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Rosalind Advisors, Inc.
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
o
(b)
o
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3.
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SEC USE
ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
ONTARIO, CANADA
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE
VOTING POWER
0
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6.
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SHARED
VOTING POWER
280,000,000 shares of Common Stock issuable upon conversion of 16,800 preferred stock
(see Item 4)
1
280,000,000
shares of Common Stock issuable upon exercise of warrants (see Item 4)
1
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7.
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SOLE
DISPOSITIVE POWER
0
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8.
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SHARED
DISPOSITIVE POWER
280,000,000 shares of Common Stock issuable upon conversion of 16,800 preferred stock
(see Item 4)
1
280,000,000
shares of Common Stock issuable upon exercise of warrants (see Item 4)
1
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
280,000,000 shares of Common Stock issuable upon conversion of 16,800 preferred stock
(see Item 4)
1
280,000,000
shares of Common Stock issuable upon exercise of warrants (see Item 4)
1
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10.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)
o
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%
1
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12.
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TYPE OF
REPORTING PERSON (see instructions)
CO
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1
*As
more fully described in Item 4, the shares of Preferred Stock are subject to a 9.99% blocker and the Warrants are subject to a
4.99% 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 full
conversion and exercise of such reported securities 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).
CUSIP No.
24661P708
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13G
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Page 3 of 8 Pages
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1.
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NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Steven Salamon
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
o
(b)
o
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3.
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SEC USE
ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
ONTARIO, CANADA
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE
VOTING POWER
0
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6.
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SHARED
VOTING POWER
280,000,000 shares of Common Stock issuable upon conversion of 16,800 preferred stock
(see Item 4)
2
280,000,000
shares of Common Stock issuable upon exercise of warrants (see Item 4)
2
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7.
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SOLE
DISPOSITIVE POWER
0
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8.
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SHARED
DISPOSITIVE POWER
280,000,000 shares of Common Stock issuable upon conversion of 16,800 preferred stock
(see Item 4)
2
280,000,000
shares of Common Stock issuable upon exercise of warrants (see Item 4)
2
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
280,000,000 shares of Common Stock issuable upon conversion of 16,800 preferred stock
(see Item 4)
2
280,000,000
shares of Common Stock issuable upon exercise of warrants (see Item 4)
2
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10.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)
o
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%
2
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12.
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TYPE OF
REPORTING PERSON (see instructions)
IN
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2
As more fully described in Item 4, the shares of Preferred Stock are subject to a 9.99% blocker and the Warrants
are subject to a 4.99% 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 full conversion and exercise of such reported securities 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).
CUSIP No.
24661P708
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13G
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Page 4 of 8 Pages
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1.
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NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Rosalind Opportunities Fund I L.P.
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
o
(b)
o
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3.
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SEC USE
ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
ONTARIO, CANADA
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE
VOTING POWER
0
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6.
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SHARED
VOTING POWER
173,333,333 shares of Common Stock issuable upon conversion of 10,400 preferred stock
(see Item 4)
3
173,333,333
shares of Common Stock issuable upon exercise of warrants
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7.
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SOLE
DISPOSITIVE POWER
0
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8.
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SHARED
DISPOSITIVE POWER
173,333,333 shares of Common Stock issuable upon conversion of 10,400 preferred stock
(see Item 4)
3
173,333,333
shares of Common Stock issuable upon exercise of warrants
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
173,333,333 shares of Common Stock issuable upon conversion of 10,400 preferred stock
(see Item 4)
3
173,333,333
shares of Common Stock issuable upon exercise of warrants
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10.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)
o
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%
3
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12.
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TYPE OF
REPORTING PERSON (see instructions)
PN
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3
As more fully described in Item 4, the shares of Preferred Stock are subject to a 9.99% blocker and the Warrants
are subject to a 4.99% 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 full conversion and exercise of such reported securities 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).
CUSIP No.
24661P708
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13G
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Page 5 of 8 Pages
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1.
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NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Rosalind Master Fund L.P.
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
o
(b)
o
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3.
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SEC USE
ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE
VOTING POWER
0
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6.
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SHARED
VOTING POWER
106,666,667 shares of Common Stock issuable upon conversion of 6,400 preferred stock
(item 4)
3
106,666,667
shares of Common Stock issuable upon exercise of warrants (see Item 4)
3
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7.
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SOLE
DISPOSITIVE POWER
0
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8.
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SHARED
DISPOSITIVE POWER
106,666,667 shares of Common Stock issuable upon conversion of 6,400 preferred stock
(item 4)
3
106,666,667
shares of Common Stock issuable upon exercise of warrants (see Item 4)
3
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
106,666,667 shares of Common Stock issuable upon conversion of 6,400 preferred stock
106,666,667
shares of Common Stock issuable upon exercise of warrants
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10.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)
o
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%
3
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12.
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TYPE OF
REPORTING PERSON (see instructions)
PN
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CUSIP No.
24661P708
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13G
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Page 6 of 8 Pages
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Item 1.
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(a)
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Name of Issuer: Delcath Systems,
Inc.
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(b)
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Address
of Issuer’s Principal Executive Offices
1633 Broadway
22nd Floor, Suite C
New York, NY 10019
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Item 2.
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(a)
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Name
of Person Filing
Rosalind Advisors, Inc. (“Advisor”
to RMF)
Rosalind Opportunities Fund
I L.P. (“ROFI”)
Rosalind Master Fund L.P.
(“RMF”)
Steven Salamon (“President”)
Steven
Salamon is the portfolio manager of the Advisor which advises ROFI & RMF.
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(b)
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Address
of the Principal Office or, if none, residence
Rosalind Advisors, Inc.
175 Bloor Street East
Suite 1316, North Tower
Toronto, Ontario
M4W 3R8 Canada
Rosalind Opportunities Fund
I L.P.
175 Bloor Street East
Suite 1316, North Tower
Toronto, Ontario
M4W 3R8 Canada
Rosalind Master Fund L.P.
P.O. Box 309
Ugland House, Grand Cayman
KY1-1104, Cayman Islands
Steven Salamon
175 Bloor Street East
Suite 1316, North Tower
Toronto, Ontario
M4W 3R8 Canada
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(c)
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Citizenship
Rosalind Advisors, Inc.: Ontario, Canada
Rosalind Opportunities
Fund I L.P.: Ontario, Canada
Rosalind Master Fund
L.P.: Cayman Islands
Steven Salamon: Ontario,
Canada
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(d)
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Title of Class of Securities
Common Stock
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(e)
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CUSIP Number
24661P708
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CUSIP No.
24661P708
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13G
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Page 7 of 8 Pages
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Item
3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person
filing is a:
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(a)
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o
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Broker or dealer registered
under section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank as defined in section 3(a)(6) of the
Act (15 U.S.C. 78c).
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(c)
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Insurance company as defined in section
3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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Investment company registered under section
8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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An investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund
in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person
in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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A savings associations as defined in Section
3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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A church plan that is excluded from the
definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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Item
4. Ownership.
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in
Item 1.
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(a)
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Amount
beneficially owned:
The information as of the
date of the event which requires filing of this statement required by Items 4(a) – (c) is set forth in Rows 5 –
11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting
Person. The percentage set forth in Row 11 of the cover page for each Reporting Person is based on 18,277,807 shares of
Common Stock issued and outstanding as of July 17, 2019, as represented in the Company’s Form 10-Q filed with the
Securities and Exchange Commission on July 17, 2019, and assumes the exercise of the Company’s reported warrants (the
“Reported Warrants”) and the conversion of the Company’s reported preferred stock (the “Reported
Preferred Stock”), subject to the Blockers (as defined below).
Pursuant to the terms of (i) the certificate of designations containing the terms of the Reported Preferred
Stock, the Reporting Persons cannot convert the Reported Preferred Stock to the extent the Reporting Persons would beneficially
own, after any such conversion, more than 9.99% of the outstanding shares of Common Stock (the “Preferred Stock Blockers”)
and (ii) the Reported Warrants, the Reporting Persons cannot exercise the Reported Warrants to the extent the Reporting Persons
would beneficially own, after any such exercise, more than 4.99% of the outstanding shares of Common Stock (the “Warrant Blockers”
and collectively with the Preferred Stock Blockers, the “Blockers”), and the percentage set forth in Row 11 of the cover
page for each Reporting Person gives effect to the Blockers. Consequently, as of the date of the event which requires the filing
of this statement, the Reporting Persons were not able to exercise all of the Reported Preferred Stock or any of the Reported Warrants
due to the Blockers.
Rosalind Advisors,
Inc. is the investment advisor to ROFI and RMF and may be deemed to be the beneficial owner of shares held by ROFI and
RMF. Steven Salamon is the portfolio manager of the Advisor and may be deemed to be the beneficial owner of shares of
Preferred Stock held, and underlying the Reported Warrants (subject to the Warrant Blockers) held by, RMF. Notwithstanding
the foregoing, the Advisor and Mr. Salamon disclaim beneficial ownership of any such shares.
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CUSIP No.
24661P708
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13G
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Page 8 of 8 Pages
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Instruction
.
For computations regarding securities which represent a right to acquire an underlying security
see
§240.13d-3(d)(1).
Item
5. Ownership of Five Percent or Less of a Class.
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following
o
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Instruction
.
Dissolution of a group requires a response to this item.
Item
6. Ownership of More than Five Percent on Behalf of Another Person.
Item
7 – 9. Not Applicable.
Item
10. Certification.
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By signing below I certify
that, to the best of my 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.
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After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
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8/1/2019
Date
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/s/
Steven Salamon
Signature
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Steven
Salamon/President Rosalind Advisors, Inc.
Name/Title
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