Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
February 02 2024 - 9:37AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Delcath
Systems, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
24661P807
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of this
Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
| * | 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 the disclosures provided in a prior cover page. |
The information required in 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).
CUSIP NO. 24661P807
1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Soleus Capital Master Fund, L.P. |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐
(b) ☐ |
3 |
SEC USE ONLY
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
0 (1) |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
0 (1) |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (1) |
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
☐ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% |
12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
FI |
FOOTNOTES
| (1) | The shares of common stock reported
in this row are held by Soleus Capital Master Fund, L.P. (“Master Fund”). Soleus Capital, LLC is the sole general partner
of Master Fund and thus holds voting and dispositive power over the shares held by Master Fund. Soleus Capital Group, LLC is the sole
managing member of Soleus Capital, LLC. Mr. Guy Levy is the sole managing member of Soleus Capital Group, LLC. Each of Soleus Capital
Group, LLC, Soleus Capital, LLC and Mr. Guy Levy disclaims beneficial ownership of these securities held by Master Fund and this report
shall not be deemed an admission that they are the beneficial owners of such securities for purposes of Section 13(d) of the Exchange
Act, or for any other purpose, except to the extent of their respective pecuniary interests therein. |
CUSIP NO. 24661P807
1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Soleus Capital, LLC |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐
(b) ☐ |
3 |
SEC USE ONLY
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
0 (1) |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
0 (1) |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (1) |
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
☐ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% |
12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
FOOTNOTES
| (1) | The shares of common stock reported
in this row are held by Master Fund. Soleus Capital, LLC is the sole general partner of Master Fund and thus holds voting and dispositive
power over the shares held by Master Fund. Soleus Capital Group, LLC is the sole managing member of Soleus Capital, LLC. Mr. Guy Levy
is the sole managing member of Soleus Capital Group, LLC. Each of Soleus Capital Group, LLC, Soleus Capital, LLC and Mr. Guy Levy disclaims
beneficial ownership of these securities held by Master Fund and this report shall not be deemed an admission that they are the beneficial
owners of such securities for purposes of Section 13(d) of the Exchange Act, or for any other purpose, except to the extent of their
respective pecuniary interests therein. |
CUSIP NO. 24661P807
1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Soleus Capital Group, LLC |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐
(b) ☐ |
3 |
SEC USE ONLY
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
0 (1) |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
0 (1) |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (1) |
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
☐ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% |
12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
FOOTNOTES
| (1) | The shares of common stock reported
in this row are held by Master Fund. Soleus Capital, LLC is the sole general partner of Master Fund and thus holds voting and dispositive
power over the shares held by Master Fund. Soleus Capital Group, LLC is the sole managing member of Soleus Capital, LLC. Mr. Guy Levy
is the sole managing member of Soleus Capital Group, LLC. Each of Soleus Capital Group, LLC, Soleus Capital, LLC and Mr. Guy Levy disclaims
beneficial ownership of these securities held by Master Fund and this report shall not be deemed an admission that they are the beneficial
owners of such securities for purposes of Section 13(d) of the Exchange Act, or for any other purpose, except to the extent of their
respective pecuniary interests therein. |
CUSIP NO. 24661P807
1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Guy Levy |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐
(b) ☐ |
3 |
SEC USE ONLY
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
0 (1) |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
0 (1) |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (1) |
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
☐ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% |
12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
FOOTNOTES
| (1) | The shares of common stock reported
in this row are held by Master Fund. Soleus Capital, LLC is the sole general partner of Master Fund and thus holds voting and dispositive
power over the shares held by Master Fund. Soleus Capital Group, LLC is the sole managing member of Soleus Capital, LLC. Mr. Guy Levy
is the sole managing member of Soleus Capital Group, LLC. Each of Soleus Capital Group, LLC, Soleus Capital, LLC and Mr. Guy Levy disclaims
beneficial ownership of these securities held by Master Fund and this report shall not be deemed an admission that they are the beneficial
owners of such securities for purposes of Section 13(d) of the Exchange Act, or for any other purpose, except to the extent of their
respective pecuniary interests therein. |
Item
1.
Delcath Systems, Inc.
| (b) | Address of Issuer’s
Principal Executive Offices |
1633 Broadway, Suite 22C
New York, NY 10019
Item
2.
| (a) | Name of Person(s) Filing |
Soleus Capital Master Fund, L.P.
Soleus Capital, LLC
Soleus Capital Group, LLC
Guy Levy
| (b) | Address of Principal Business
Office or, if none, Residence |
Soleus Capital Master Fund, L.P.
104 Field Point Road, 2nd Floor
Greenwich, CT 06830
Soleus Capital, LLC
104 Field Point Road, 2nd Floor
Greenwich, CT 06830
Soleus Capital Group, LLC
104 Field Point Road, 2nd Floor
Greenwich, CT 06830
Guy Levy
c/o Soleus Capital Management, L.P
104 Field Point Road, 2nd Floor
Greenwich, CT 06830
Soleus Capital Master Fund, L.P. – Cayman Islands
Soleus Capital, LLC – Delaware
Soleus Capital Group, LLC—Delaware
Guy Levy – United States
| (d) | Title of Class of Securities |
Common Stock, $0.01 par value per share
24661P807
Item
3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a) |
☐ |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
|
|
|
(b) |
☐ |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
|
|
|
(c) |
☐ |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. ☐78c). |
|
|
|
(d) |
☐ |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
|
|
|
(e) |
☐ |
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
|
|
|
(f) |
☐ |
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
|
|
|
(g) |
☐ |
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
|
|
|
(h) |
☐ |
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
|
|
|
(i) |
☐ |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
|
|
|
(j) |
☐ |
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J). |
|
|
|
(k) |
☐ |
Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: |
Reference is made to Items 5 – 11 on the preceding pages of this
Schedule 13G.
Item 5. |
Ownership of Five Percent
or Less of a Class |
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check
the following ☒.
Item 6. |
Ownership of More than Five
Percent on Behalf of Another Person. |
Not
applicable.
Item 7. |
Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company |
Not
applicable.
Item 8. |
Identification and Classification
of Members of the Group |
Not
applicable.
Item 9. |
Notice of Dissolution of
Group |
Not
applicable.
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not
held for the purpose, or with the effect, of changing or influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Date: February 2, 2024 |
Soleus Capital Master Fund, L.P. |
|
|
|
|
By: |
Soleus Capital, LLC, its General Partner |
|
|
|
|
By: |
Soleus Capital Group, LLC, its Managing Manager |
|
|
|
|
By: |
/s/ Guy Levy
|
|
Name: |
Guy Levy |
|
Title: |
Managing Member |
|
|
Date: February 2, 2024 |
Soleus Capital, LLC |
|
|
|
|
By: |
Soleus Capital Group, LLC, its Managing Manager |
|
|
|
|
By: |
/s/ Guy Levy
|
|
Name: |
Guy Levy |
|
Title: |
Managing Member |
|
|
Date: February 2, 2024 |
Soleus Capital Group, LLC |
|
|
|
|
By: |
/s/ Guy Levy
|
|
Name: |
Guy Levy |
|
Title: |
Managing Member |
|
|
Date: February 2, 2024 |
/s/ Guy Levy
|
|
Name: |
Guy Levy |
Footnotes:
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)
EXHIBIT A
JOINT FILING AGREEMENT
Soleus Capital Master Fund, L.P., a Cayman Islands exempted limited
partnership, Soleus Capital, LLC, a Delaware limited liability company, Soleus Capital Group, LLC, a Delaware limited liability company,
and Guy Levy, an individual, hereby agree to file jointly the statement on Schedule 13G to which this Joint Filing Agreement is attached,
and any amendments thereto which may be deemed necessary, pursuant to Regulation 13D-G under the Securities Exchange Act of 1934, as amended.
It is understood and agreed that each of the parties hereto is responsible
for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning
such party contained therein, but such party is not responsible for the completeness or accuracy of information concerning the other party
unless such party knows or has reason to believe that such information is inaccurate.
It is understood and agreed that a copy of this Agreement shall be
attached as an exhibit to the statement on Schedule 13G, and any amendments hereto, filed on behalf of each of the parties hereto.
|
|
|
Date: February 2, 2024 |
Soleus Capital Master Fund, L.P. |
|
|
|
|
By: |
Soleus Capital, LLC, its General Partner |
|
|
|
|
By: |
Soleus Capital Group, LLC, its Managing Manager |
|
|
|
|
By: |
/s/ Guy Levy
|
|
Name: |
Guy Levy |
|
Title: |
Managing Member |
|
|
Date: February 2, 2024 |
Soleus Capital, LLC |
|
|
|
|
By: |
Soleus Capital Group, LLC, its Managing Manager |
|
|
|
|
By: |
/s/ Guy Levy
|
|
Name: |
Guy Levy |
|
Title: |
Managing Member |
|
|
Date: February 2, 2024 |
Soleus Capital Group, LLC |
|
|
|
|
By: |
/s/ Guy Levy
|
|
Name: |
Guy Levy |
|
Title: |
Managing Member |
|
|
|
Date: February 2, 2024 |
|
/s/ Guy Levy
|
|
Name: |
Guy Levy |
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