DELCATH SYSTEMS, INC. (NASDAQ:DCTH) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
On June29, 2017, our Board authorized the establishment of a new series of preferred stock designated as Series B Preferred Stock, $0.01 par value, the terms of which are set forth in the certificate of designations for such series of Preferred Stock (the “Series B Certificate of Designations”) which was filed with the State of Delaware on July5, 2017 (together with any preferred shares issued in replacement thereof in accordance with the terms thereof, the “Series B Preferred Stock”). The Series B Preferred Stock shall be entitled to the whole number of votes equal to $2.0 million divided by $0.1867 (the closing bid price on July5, 2017, the date of sale of the Series B Preferred Stock), or 10,712,372 votes. The Series B Preferred Stock has no dividend, liquidation or other rights which are preferential to our common stock and may be converted into shares of our common stock at a price equal to $0.1530 per share upon the earlier of the date of closing to the extent that the holder thereof reallocates shares of our common stock reserved for issuance under its certain senior secured convertible notes (the “Notes”) to conversion of the Series B Preferred Stock and otherwise three business days after receipt of shareholder approval of a reverse split of our Common Stock for which we intend to seek shareholder approval immediately upon closing of the purchase contemplated hereby.
On July11, 2017, we entered into an Amended and Restated Securities Purchase Agreement (the “Amended Purchase Agreement”) to which the Investors (as defined below) agreed to purchase the Series B Preferred Stock on a restricted basis without receipt of any further consideration therefor. The restricted shares of Series B Preferred Stock have no registration rights and thus will not be eligible for legend removal for a period of at least six months from the date of closing. This Amended Purchase Agreement amends the July5, 2017 Securities Purchase Agreement (the “Purchase Agreement”) into which we entered with certain institutional investors (the “Investors”) for the sale by the Company of 2,360 shares of Series B Preferred Stock in a registered direct offering. The aggregate gross proceeds for the sale of the Series B Preferred Stock is $2.0 million. The Company intends to use the proceeds from the transactions for general corporate purposes. to leak out agreements signed by the Investors and the Company, through July31, 2017, the Investors may only sell on any trading day in the aggregate shares of our common stock owned by them equal to 35% of the daily average composite trading volume of our common stock as reported by Bloomberg, LP on such trading day.
The shares of Series B Preferred Stock were offered and sold by the Company in a private placement transaction exempt from registration under Section4(a)(2) of the Securities Act of 1933, as amended. The Company has thus abandoned the prospectus supplement filed in conjunction with the shelf registration statement on FormS-3, which was filed with the Securities and Exchange Commission (the “SEC”) on October7, 2015 and subsequently declared effective on October20, 2015 (File No.333-207331), and the base prospectus dated as of October20, 2015 contained therein.
As of July5, 2017, the remaining outstanding principal amount of the Notes is $15.7 million.
The representations, warranties and covenants contained in the Amended Purchase Agreement were made solely for the benefit of the parties to the Amended Purchase Agreement. In addition, such representations, warranties and covenants (i)are intended as a way of allocating the risk between the parties to the Amended Purchase Agreement and not as statements of fact, and (ii)may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, the Company. Accordingly, the Amended Purchase Agreement is included with this filing only to provide investors with information regarding the terms of transaction, and not to provide investors with any other factual information regarding the Company. Stockholders should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Amended Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures. The form of the Amended Purchase Agreement is filed as Exhibit 10.1 to this Current Report on Form8-K. The foregoing summary of the terms of this document is subject to, and qualified in their entirety by, such document,, which is incorporated herein by reference.
Item 1.01. Amendment to Certificate of Incorporation.
See Item 1.01 above.
Item 1.01. Financial Statements and Exhibits.
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ExhibitNo. |
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| 10.1 | Form of Amended and Restated Securities Purchase Agreement |
DELCATH SYSTEMS, INC. ExhibitEX-10.1 2 d159940dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT This AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT (this Agreement),…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.