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| CUSIP No. 24661P807 |
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13D |
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Page 3 of 5 Pages |
Explanatory Note
This statement constitutes Amendment No. 1 (“Amendment
No. 1”) to the Statement on Schedule 13D filed on
July 27, 2022 (the “Original Schedule 13D”) by Gerard Michel
(the “Reporting Person”) relating to his beneficial ownership of
the common stock, par value $0.01 per share (the “Common Stock”),
of Delcath Systems, Inc., a Delaware corporation (the
“Company”).
In accordance with Rule 13d-2 of the Securities Exchange Act of
1934, as amended, this Amendment No. 1 amends and supplements
only information that has materially changed since the filing of
the Original Schedule 13D, including the disclosure of the number
of shares of the Company’s Common Stock beneficially owned or
deemed to be beneficially owned by the Reporting Person. Unless
otherwise stated, the information set forth in the Original
Schedule 13D remains accurate in all material respects.
Item 4. Purpose of Transaction.
Item 4 is hereby amended and supplemented by adding the
following:
On December 13, 2022, the Company and certain accredited
investors, including the Reporting Person, entered into a
securities purchase agreement (the “Securities Purchase Agreement”)
pursuant to which the Company agreed to sell and issue to the
investors in a private placement (the “Private Placement”): (i) an
aggregate of 1,448,889 shares of Common Stock at a purchase price
of $2.90 per share and (ii) in lieu of shares of Common Stock,
692,042 pre-funded warrants
to purchase Common Stock at a purchase price of $2.89 per
pre-funded warrant, which
pre-funded warrants have an
exercise price of $0.01 per share of Common Stock and are
immediately exercisable and remain exercisable until exercised in
full. The Reporting Person purchased and was issued 51,725 shares
of Common Stock in the Private Placement, which closed on
December 13, 2022.
In connection with the Private Placement, the Company and the
investors entered into a registration rights agreement dated
December 7, 2022 (the “Registration Rights Agreement”),
providing for the registration for resale of the securities
(including the shares of Common Stock underlying the pre-funded warrants) issued under the
Securities Purchase Agreement that are not then registered on an
effective registration statement, pursuant to a registration
statement to be filed with the Securities and Exchange Commission
on or prior to February 6, 2023.
The foregoing descriptions of the Securities Purchase Agreement and
the Registration Rights Agreement do not purport to be complete and
are qualified in their entirety by reference to the Securities
Purchase Agreement and Registration Rights Agreement, copies of
which are filed as Exhibits A and B hereto and incorporated herein
by reference.
The Reporting Person holds the Common Stock for investment
purposes. The Securities Purchase Agreement and the Registration
Rights Agreement were not entered into, and the shares of Common
Stock were not acquired by the Reporting Person, and are not held
by the Reporting Person for the purpose or with the effect of
changing or influencing the control of the Company. The Reporting
Person may, from time to time, acquire additional shares of Common
Stock and/or retain and/or sell all or a portion of the shares of
Common Stock held by the Reporting Person in open market or in
privately negotiated transactions, and/or may distribute the
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