Current Report Filing (8-k)
December 31 2018 - 7:50AM
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 28, 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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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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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 of1934 (§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.
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Item 1.01 Entry into a Material Definitive Agreement.
On December 28, 2018, Delcath Systems, Inc. (the Company) entered into an Exchange Agreement with institutional investors
(collectively, the Holder) with respect to the following previously issued to Holder (I) that certain Warrant to Purchase Common Stock (the Existing February Warrant), issued to the Holder on February 9, 2018
(pursuant to (i) that certain Placement Agency Agreement, dated February 8, 2018, (ii) the Companys Registration Statement on
Form S-1 (File
number 333-220898) and
(iii) the Companys final prospectus dated as of February 8, 2018) and (II) that certain Warrant to Purchase Common Stock (the Existing November
Warrant, and together with the Existing February Warrant, the Existing Warrants), issued to the Holder pursuant to that certain Exchange Agreement, dated November 15, 2017, by and between the Company and the Holder, (in
exchange, in part, for that certain senior secured convertible note originally issued pursuant to that certain Securities Purchase Agreement, dated June 6, 2016, by and among the Company, the Holder and certain other buyers signatory thereto)
and which Existing Warrants are currently exercisable into 171,460 shares of Common Stock. The Company issued to the Holder 171,460 shares of Common Stock (the Exchange Shares) in exchange for the Existing Warrants (the
Exchange). The Exchange was made in reliance upon the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended. Concurrently therewith, the Holder has executed and delivered to the Company
a leak-out agreement
which contains certain trading restrictions with respect to the Exchange Shares.
Item 3.02 Unregistered Sales of Equity Securities.
See Item 1.01 above.
Item 8.01 Other Information.
As of the date of this Current Report on Form
8-K,
the Company has 9,736,952 shares of its common stock
outstanding after giving effect to the warrant exchange set forth in 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: December 31, 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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