DELCATH SYSTEMS, INC. (NASDAQ:DCTH) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearItem 9.01 Amendment to Certificate of Incorporation
On November3, 2017, FINRA is announcing on its Daily List that Delcath Systems, Inc. (the “Company”) is to effect a reverse split (“Reverse Stock Split”) of its issued common stock from FINRA in a ratio of 1-for-350 (as previously approved by its shareholders and Board of Directors). The Reverse Stock Split will take effect at the open of business on November6, 2017 on the OTCQB. The new symbol for the Common Stock will be DCTHD, and the “D” will be removed in 20 business days, at which time the symbol will reverse back to DCTH. As a result of the Reverse Stock Split, every 350 shares of the Company’s issued and outstanding common stock, par value $.01 per share, will be converted into one (1)share of common stock, par value $.01 per share, reducing the number of issued and outstanding shares of the Company’s common stock from approximately 490,000,000 to approximately 1,400,000. The Company’s authorized shares will remain unchanged.The new CUSIP number for the Shares will be 24661P 609.
No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares because they hold a number of pre-reverse stock split shares of the Company’s common stock not evenly divisible by 350, will have the number of post-reverse split shares of the Company’s common stock to which they are entitled rounded up to the nearest whole number of shares of the Company’s common stock. No stockholders will receive cash in lieu of fractional shares. Registered shareholders holding shares through a brokerage account will have their shares automatically adjusted to reflect the post Reverse Stock Split amount. Registered shareholders holding physical common share certificates will receive a letter of transmittal from the Company’s transfer agent, American Stock Transfer, with specific instructions regarding the exchange of their certificates.The above description of the Reverse Stock Split is a summary of the material terms thereof and is qualified in its entirety by reference to the amendment to its Certificate of Incorporation regarding the Reverse Stock Split, a copy of which is attached hereto as Exhibit 3.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
Description |
| 3.1 | Amendment to Certificate of Incorporation |
DELCATH SYSTEMS, INC. ExhibitEX-3.1 2 d444393dex31.htm EX-3.1 EX-3.1 EXHIBIT 3.1 Amendments to Amended and Restated Certificate of Incorporation of Delcath Systems,…To view the full exhibit click here
About DELCATH SYSTEMS, INC. (NASDAQ:DCTH)
Delcath Systems, Inc. is a late-stage clinical development company with early commercial activity in Europe focused on cancers of the liver. The Company is a specialty pharmaceutical and medical device company developing its product, Melphalan Hydrochloride for Injection for use with the Delcath Hepatic Delivery System (Melphalan/HDS). The Company’s system delivers and filters melphalan hydrochloride, which is marketed as a device under the trade name Delcath Hepatic CHEMOSAT Delivery System for Melphalan (CHEMOSAT). The Company’s focus is on the execution of the clinical development program (CDP) in ocular melanoma liver metastases (mOM), intrahepatic cholangiocarncinoma (ICC), hepatocellular carcinoma (HCC or primary liver) and other cancers that are metastatic to the liver.
