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CUSIP No. 24661P807 | | 13D | | 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 Delawarecorporation (the Company).
In accordance with Rule 13d-2 of the Securities ExchangeAct 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 Companys Common Stockbeneficially 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 purchaseagreement (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 apurchase 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 perpre-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 untilexercised 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 theSecurities 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 arequalified 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 Agreementwere 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 Personmay, 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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