Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-204979
Prospectus Supplement No. 11
(to Prospectus dated July 16, 2015)
DELCATH SYSTEMS, INC.
9,350,000 Units
Consisting of 9,350,000 Shares of Common Stock
and
7,012,500 Series A Warrants to Purchase 7,012,500 Shares
of Common Stock
and
9,350,000 Series B Warrants to Purchase 9,350,000 Shares of
Common Stock and 7,012,500 Series A Warrants
This prospectus amends and supplements the prospectus dated July 16, 2015 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration Statement No. 333-204979). This prospectus supplement is being filed to update and supplement the information included or incorporated by reference in the prospectus with the information contained in our Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 7, 2016 (the “Form 8-K”). Accordingly, we have attached the Form 8-K to this prospectus supplement.
The prospectus and this prospectus supplement relate to the issuance of shares of our common stock and Series A Warrants upon the exercise of Series A Warrants and Series B Warrants issued in connection with our offering of units consisting of common stock, Series A Warrants and Series B Warrants on July 16, 2015.
Our common stock is traded on The Nasdaq Capital Market under the symbol “DCTH”. Neither series of warrants will trade on The Nasdaq Capital Market or any other securities exchange or trading market. On April 6, 2016, the closing price for a share of our common stock on The Nasdaq Capital Market was $0.27 per share.
Investing in our Common Stock involves risks. See “Risk Factors” beginning on page 9 of the Prospectus to read about factors you should consider before you make your investment decision.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this Prospectus Supplement No. 11 is April 7, 2016
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): April 7, 2016 (April 3, 2016)
DELCATH SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-16133 | 06-1245881 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
1301 Avenue of the Americas, 43rd Floor, New York, New York 10019
(Address of principal executive offices, including zip code)
(212) 489-2100
(Registrant’s 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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b) On April 3, 2016, Laura A. Philips, Ph. D., M.B.A a member of the Board of Directors (the “Board”) of Delcath Systems, Inc. (the “Company”) resigned from the Board, effective immediately.
On April 4, 2016, Dennis H. Langer, M.D., J.D., resigned from the Board, effective immediately.
The decisions of Drs. Philips and Langer to resign are not the result of any disagreement with the Company on any matter relating to its operations, policies or practices. On April 6, 2016, the Board determined to reduce the size of the Board from seven directors to six directors and the Nominating and Governance Committee of the Board commenced a process to identify one new director as promptly as practicable.
SIGNATURES
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.
| DELCATH SYSTEMS, INC. | ||||||
| Dated: April 7, 2016 |
By: | /s/ Jennifer K. Simpson, Ph.D. | ||||
| Name: | Jennifer K. Simpson, Ph.D. | |||||
| Title: | President and Chief Executive Officer | |||||