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CUSIP No. 24661P807
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13D
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Page 2 of 9 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) ¨
(b) ¨
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3.
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SEC
USE ONLY
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4.
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SOURCE
OF FUNDS (see instructions)
OO
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5.
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
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6.
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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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7.
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SOLE
VOTING POWER
0
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8.
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SHARED
VOTING POWER
853,950 shares of Common Stock issuable upon conversion of 19,675 preferred stock (see Item 5) 1
853,950
shares of Common Stock issuable upon exercise of warrants (see Item 5)
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9.
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SOLE
DISPOSITIVE POWER
0
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10.
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SHARED
DISPOSITIVE POWER
853,950 shares of Common Stock issuable upon conversion of 19,675 preferred stock (see
Item 5)1
853,950
shares of Common Stock issuable upon exercise of warrants (see Item 5)
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
853,950 shares of Common Stock issuable upon conversion of 19,675 preferred stock (see
Item 5)1
853,950
shares of Common Stock issuable upon exercise of warrants (see Item 5)
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12.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ¨
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%1
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14.
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TYPE
OF REPORTING PERSON (see instructions)
CO
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1 As more fully described
in Item 5, the shares of Preferred Stock and Warrants are subject to a 9.99% blocker, and the percentage set forth in row (13)
gives effect to such blockers. However, as more fully described in Item 5, the securities reported in rows (8), (10) and (11)
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 (8), (10) and (11).
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CUSIP No. 24661P807
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13D
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Page 3 of 9 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) ¨
(b) ¨
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3.
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SEC
USE ONLY
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4.
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SOURCE
OF FUNDS (see instructions)
OO
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5.
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
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6.
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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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7.
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SOLE
VOTING POWER
0
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8.
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SHARED
VOTING POWER
853,950 shares of Common Stock issuable upon conversion of 19,675 preferred stock (see
Item 5) 1
853,950
shares of Common Stock issuable upon exercise of warrants (see Item 5)
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9.
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SOLE
DISPOSITIVE POWER
0
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10.
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SHARED
DISPOSITIVE POWER
853,950 shares of Common Stock issuable upon conversion of 19,675 preferred stock (see
Item 5)1
853,950
shares of Common Stock issuable upon exercise of warrants (see Item 5)
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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12.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ¨
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%1
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14.
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TYPE
OF REPORTING PERSON (see instructions)
IN
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CUSIP No. 24661P807
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13D
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Page 4 of 9 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) ¨
(b) ¨
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3.
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SEC
USE ONLY
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4.
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SOURCE
OF FUNDS (see instructions)
OO
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5.
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
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6.
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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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7.
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SOLE
VOTING POWER
0
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8.
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SHARED
VOTING POWER
549,479 shares of Common Stock issuable upon conversion of 12,660 preferred stock (see
Item 5) 1
549,479
shares of Common Stock issuable upon exercise of warrants (see Item 5)
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9.
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SOLE
DISPOSITIVE POWER
0
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10.
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SHARED
DISPOSITIVE POWER
549,479 shares of Common Stock issuable upon conversion of 12,660 preferred stock (see
Item 5)1
549,479
shares of Common Stock issuable upon exercise of warrants (see Item 5)
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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12.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ¨
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%1
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14.
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TYPE
OF REPORTING PERSON (see instructions)
PN
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CUSIP No. 24661P807
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13D
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Page 5 of 9 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) ¨
(b) ¨
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3.
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SEC
USE ONLY
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4.
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SOURCE
OF FUNDS (see instructions)
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5.
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
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6.
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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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7.
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SOLE
VOTING POWER
0
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8.
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SHARED
VOTING POWER
304,470 shares of Common Stock issuable upon conversion of 7,015 preferred stock (see
Item 5)1
304,470
shares of Common Stock issuable upon exercise of warrants (see Item 5)
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9.
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SOLE
DISPOSITIVE POWER
0
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10.
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SHARED
DISPOSITIVE POWER
304,470 shares of Common Stock issuable upon conversion of 7,015 preferred stock (see
Item 5)1
304,470
shares of Common Stock issuable upon exercise of warrants (see Item 5)
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
304,470 shares of Common Stock issuable upon conversion of 7,015 preferred stock (see
Item 5) 1
304,470
shares of Common Stock issuable upon exercise of warrants (see Item 5)
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12.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ¨
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%1
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14.
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TYPE
OF REPORTING PERSON (see instructions)
PN
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CUSIP No. 24661P807
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13D
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Page 6 of 9 Pages
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The
following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”). Rosalind Advisors, Inc., Rosalind
Opportunities Fund I L.P., and Rosalind Master Fund L.P. previously jointly filed a statement on Schedule 13G pursuant to Rule
13d-1(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result of a change in purpose,
the Reporting Persons (as hereinafter defined) are transitioning to a Schedule 13D.
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Item 1. Security
and Issuer.
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(a)
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This statement relates to the
Preferred Stock (the “Shares”) of Delcath Systems, Inc., a Delaware corporation (the "Company").
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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. Identity
and Background.
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(a)
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This
statement is filed by:
(i) Rosalind Advisors, Inc. (“Advisor” to ROFI & RMF)
(ii)
Rosalind Opportunities Fund I L.P. (“ROFI”)
(iii)
Rosalind Master Fund L.P. (“RMF”)
(iv)
Steven Salamon (“President”)
(v)
Steven Salamon, who serves as the portfolio manager of the Advisor which advises ROFI & RMF.
Each of the foregoing
is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the
Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting
Persons are hereby filing a joint Schedule 13D.
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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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CUSIP No. 24661P807
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13D
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Page 7 of 9 Pages
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(c)
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The principal business of Rosalind Advisors,
Inc. is to operate as an investment advisory firm and to make public equity investments. The principal occupation of Mr. Salamon
is serving as the Portfolio Manager and President of Rosalind Advisors, Inc., which advises ROFI & RMF.
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(d)
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No Reporting Person has, during the last
five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
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(e)
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No Reporting Person has, during the last
five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
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(f)
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Mr. Salamon is a citizen of Canada, resident
in Ontario
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Item 3. Source
or Amount of Funds or Other Consideration.
RMF L.P.
used its own funds to purchase 304,471 shares of Common Stock issuable upon conversion of 7,015 preferred stock and warrants to
purchase an additional 304,471 shares of Common Stock (the “RMF Warrants”) issuable upon exercise of warrants. ROFI
L.P. used its own funds to purchase 574,479 shares of Common Stock issuable upon conversion of 12,660 preferred stock and warrants
to purchase an additional 574,479 shares of Common Stock (the “ROFI Warrants”) issuable upon exercise of warrants.
The combined cost of the preferred stock, at par $1,000, was approximately $19,675,000.
Item 4. Purpose
of Transaction.
a) The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased,
were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment
opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale
of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other
things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times
as the Reporting Persons may deem advisable.
No Reporting
Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) -
(j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following,
any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis.
Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the
price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons
may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without
limitation, engaging in communications with management and the Board of Directors of the Issuer, stockholders of the Issuer or
other third parties about the Issuer and the Reporting Persons’ investment, including the Issuer’s strategic review
process, potential business combinations or dispositions involving the Issuer or certain of its businesses, making recommendations
or proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition),
potential business combinations or dispositions involving the Issuer or certain of its businesses, or suggestions for improving
the Issuer’s financial and/or operational performance and/or corporate governance policies, purchasing additional Shares,
selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares,
including swaps and other derivative instruments, or changing their intention with respect to any and all matters referred to
in Item 4.
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CUSIP No. 24661P807
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13D
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Page 8 of 9 Pages
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Item 5. Interest
in Securities of the Issuer.
Amount
beneficially owned:
The
information as of the date of the event which requires filing of this statement required by Items 5(a) – (c) is set forth
in Rows 7 – 13 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 70,056 shares of
Common Stock issued and outstanding as of January 27, 2020, as represented in the Company’s Form S-1 filed with the Securities
and Exchange Commission on January 27, 2020, 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.
Item 6. Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
On March
11, 2020, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing
on behalf of each of them of statements on Schedule 13D with respect to securities of the Issuer, to the extent required by applicable
law. The Joint Filing Agreement is attached hereto as Exhibit A and is incorporated herein by reference.
Other than as described
herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting
Persons and any other person, with respect to the securities of the Issuer.
Item 7. Material
to Be Filed as Exhibits
A Joint Filing Agreement
by and among Rosalind Advisors, Inc. Rosalind Master Fund L.P., Rosalind Opportunities Fund I L.P. and Steven Salamon, dated March
11, 2020.
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CUSIP No. 24661P807
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13D
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Page 9 of 9 Pages
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SIGNATURE
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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COMPANY NAME
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Steven Salamon
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Name
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President Rosalind
Advisors, Inc.
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Title
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March
11, 2020
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Date
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