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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Tranche B Warrants to Purchase Common Stock | $ 6 | 10/22/2024 | M | 16,666 | 03/29/2023(1) | (2) | Common Stock | 16,666 | $ 0.125 (3) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MICHEL GERARD J C/O DELCATH SYSTEMS, INC. 566 QUEENSBURY AVENUE QUEENSBURY, NY 12804 |
X | CHIEF EXECUTIVE OFFICER | ||
| /s/ Gerard Michel | 10/23/2024 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Immediately exercisable. |
| (2) | The Tranche B Warrants expire the earlier of (i) twenty-one (21) days following the date of the Issuer's public announcement of record at least $10,000,000 in quarterly U.S. revenue from the commercialization of HEPZATO and (ii) March 31, 2026, provided, however, if the FDA Approval occurs on or before February 15, 2024 and the Tranche A Warrants have not been exercised in full on or before March 7, 2024, then the Tranche B Warrants shall automatically expire on March 8, 2024. The Issuer announced on October 17, 2024 that it had recorded at least $10,000,000 in quarterly U.S. revenue from the commercialization of HEPZATO and therefore such Tranche B Warrants expire on November 7, 2024. |
| (3) | The Tranche B Warrants were acquired in the issuer's private placement of common stock and warrants and issued as part of a unit with common stock and Tranche A Warrants. The per unit purchase price was $5.09, including a purchase price of $4.84 per share of common stock and $0.125 for each of the Tranche A and Tranche B Warrants. Each unit consisted of one share of common stock and an accompanying common stock warrant valued at 140% of the aggregate purchase price (the Tranche A Warrant) and an accompanying common stock warrant valued at 100% of the aggregate purchase price (the Tranche B Warrant). |