SC 13D/A delcath_13da8.htm SC
13D/A
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D/A
(Amendment No.
8)
(Rule 13d-101)
Under the
Securities Exchange Act of 1934
Delcath Systems,
Inc.
(Name of
Issuer)
Common Shares
(Title of
Class of Securities)
24661P807
(CUSIP
Number)
1633
Broadway,22nd Floor, Suite C, New York, NY 10019
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 13,
2022
(Date of
Event which Requires Filing of this Statement)
If the filing person has previously
filed a statement on Schedule 13G to report the acquisition that is
the subject of this Schedule 13D, and is filing this schedule
because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. x
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See §240.13d-7 for other parties to whom copies are to be sent.
* 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).
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CUSIP No.
24661P807
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13D/A
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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) ¨
(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
459,315 shares of Common Stock
1,090,121 shares of
Common Stock issuable upon conversion of 10,901 preferred stock
(see Item 3) 1
2,512,751 shares of
Common Stock issuable upon exercise of warrants (see Item 3)
206,418 shares of
Common Stock issuable upon conversion of convertible debt (see Item
3)
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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
459,315 shares of Common Stock
1,090,121 shares of
Common Stock issuable upon conversion of 10,901 preferred stock
(see Item 3)
2,512,751 shares of
Common Stock issuable upon exercise of warrants (see Item 3)
206,418 shares of
Common Stock issuable upon conversion of convertible debt (see Item
3)
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11.
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
459,315 shares of Common Stock
1,090,121shares of
Common Stock issuable upon conversion of 10,901 preferred stock
(see Item 3)
2,512,751 shares of
Common Stock issuable upon exercise of warrants (see Item 3)
206,418 shares of
Common Stock issuable upon conversion of convertible debt (see Item
3)
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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 3, 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 3, 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/A
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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) ¨
(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
55,315 shares of Common Stock
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8.
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SHARED VOTING
POWER
400,000 shares of
Common Stock
1,090,121 shares of Common Stock issuable upon conversion of 10,901
preferred stock (see Item 3) 1
2,512,751 shares of
Common Stock issuable upon exercise of warrants (see Item 3)
206,418 shares of
Common Stock issuable upon conversion of convertible debt (see Item
3)
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9.
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SOLE DISPOSITIVE
POWER
55,315 shares of Common Stock
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10.
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SHARED DISPOSITIVE
POWER
400,000 shares of Common Stock
1,090,121shares of
Common Stock issuable upon conversion of 10,901 preferred stock
(see Item 3) 1
2,512,751 shares of
Common Stock issuable upon exercise of warrants (see Item 3)
206,418 shares of
Common Stock issuable upon conversion of convertible debt (see Item
3)
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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/A
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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)
Gil Aharon
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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
4,000 shares of Common Stock
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8.
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SHARED VOTING
POWER
400,000 shares of
Common Stock
1,090,121shares of
Common Stock issuable upon conversion of 10,901 preferred stock
(see Item 3) 1
2,512,751 shares of
Common Stock issuable upon exercise of warrants (see Item 3)
206,418 shares of
Common Stock issuable upon conversion of convertible debt (see Item
3)
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9.
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SOLE DISPOSITIVE
POWER
4,000 shares of Common Stock
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10.
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SHARED DISPOSITIVE
POWER
400,000 shares of Common Stock
1,090,121shares of Common Stock issuable upon conversion of 10,901
preferred stock (see Item 3) 1
2,512,751 shares of
Common Stock issuable upon exercise of warrants (see Item 3)
206,418 shares of
Common Stock issuable upon conversion of convertible debt (see Item
3)
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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/A
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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) ¨
(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
701,500 shares of Common Stock issuable upon conversion of 7,015
preferred stock (see Item 5)1
1,059,489 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
701,500 shares of Common Stock issuable upon conversion of 7,015
preferred stock (see Item 5)1
1,059,489 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
701,500 shares of Common Stock issuable upon conversion of 7,015
preferred stock (see Item 5) 1
1,059,489 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/A
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Page 6
of 8 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)Steven
Salamon (“President” and portfolio manager of the
Advisor)
(iii)Gil
Aharon (“Secretary” and portfolio manager of the Advisor)
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
Steven Salamon
175
Bloor Street East
Suite
1316, North Tower
Toronto, Ontario
M4W
3R8 Canada
Gil
Aharon
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/A
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Page 7
of 8 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. 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 13 of the cover page
for each Reporting Person is based on 7,906,728 shares of Common
Stock issued and outstanding as of March 31, 2022, as represented
in the Company’s Form 10-Q filed with the Securities and Exchange
Commission on May 11, 2022, 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
4. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
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CUSIP No.
24661P807
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13D/A
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Page 8
of 8 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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ROSALIND
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Steven
Salamon
Signature
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Steven
Salamon/President, Rosalind Advisors, Inc.
Name/Title
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12/21/2022
Date
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Exhibit A
Joint Filing
Agreement
The undersigned hereby
agree that this Statement on Schedule 13G/A with respect to the
beneficial ownership of shares of Common Stock of Delcath Systems,
Inc. is filed jointly, on behalf of each of them.
Rosalind Advisors, Inc.
By: _____________________________
Name: Steven Salamon
Title: President
Rosalind Master Fund L.P.
By: _____________________________
Name: Mike McDonald
Title: Director, Rosalind (Cayman) Ltd. (as General Partner to
Rosalind Master Fund)
By: _____________________________
Name: Steven Salamon