Current Report Filing (8-k)
December 23 2019 - 4:03PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 17, 2019
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 or organization)
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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 10019
(Address of principal executive offices) (Zip Code)
(212) 489-2100
(Registrants telephone number, including area code)
Not Applicable
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
symbol(s)
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Name of each exchange
on which registered
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Common Stock, $.01 par value
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DCTH
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OTC QB
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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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 3.02
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Unregistered Sales of Equity Securities.
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As of December 17, 2019, the Companys outstanding common stock had increased by more than 5% since the last reported common stock
outstanding. As of December 18, 2019, the Company had 27,696,554 shares of its common stock, $0.01 par value per share, issued and outstanding. The increase in outstanding shares of common stock is due to conversions of Series E Convertible
Preferred Stock and Series E-1 Convertible Preferred Stock into common stock.
On December 19, 2019, following receipt of FINRAs confirmation of the completion of its review of the Companys Reverse Stock
Split, the Company issued a press release announcing, among other things, that the Reverse Stock Split approved by the Companys stockholders and the Board of Directors would be effected prior to the initiation of trading on December 24,
2019, consistent with FINRAs forthcoming announcement on the FINRA Daily List on December 23, 2019. This press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated
into this Item 8.01 by reference.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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 thereunto duly authorized.
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DELCATH SYSTEMS, INC.
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Date: December 23, 2019
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By:
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/s/ Barbra Keck
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Name:
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Barbra Keck
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Title:
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Chief Financial Officer
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