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: August 2, 2017
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) |
1633 Broadway, Suite 22C, 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)) |
Indicate by checkmark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
Emerging growth company. ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01. | Other Events. |
On August 2, 2017, Delcath Systems, Inc. (the “Company”) is posting instructions on its website at http://delcath.com/shareholder-voting-instructions/ with regard to its Consent Solicitation as set forth in its Definitive Schedule 14A filed with the SEC on July 26, 2017. A copy of the Instructions is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 8.01 by reference.
| Item 9.01 | Financial Statements and Exhibits |
The following exhibit is filed herewith:
(d) Exhibits
| Exhibit 99.1 | Instructions. | |
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 August 2, 2017 | By: | /s/ Jennifer K. Simpson, Ph.D. | ||||
| Name: |
Jennifer K. Simpson, Ph.D. | |||||
| Title: |
President and Chief Executive Officer | |||||
EXHIBIT INDEX
| Exhibit 99.1 | Instructions. | |
Exhibit 99.1
Shareholder Voting Instructions
As set forth in the Definitive Schedule 14A filed with the SEC on July 26, 2017, Delcath is soliciting consent for a proposal to effect a reverse stock split. Solicitation materials for this consent have been mailed to all shareholders of record as of the record date of July 13, 2017. Electronic copies of the solicitation materials are also available for reference purposes at https://materials.proxyvote.com/24661P
How to vote:
The Consent Solicitation Statement explains proxy voting/consent solicitation and the matter to be voted on in more detail. Please carefully read the Consent Solicitation Statement in its entirety.
Your vote is important. Three voting options have been provided.
Vote by Internet - To vote online, visit www.proxyvote.com and enter the control number printed on your solicitation card, then follow the onscreen instructions.
Vote by Mail - To vote by mail, please complete, sign, date and return the accompanying solicitation card in the postage-paid envelope contained in the solicitation materials package.
Vote by Phone - To vote by phone, a toll-free number 1-800-454-8683 is available to shareholders in the United States. Callers should have the name and address the shares are registered under as well as the number of shares to be voted.
If your shares are held in the name of a bank, broker or other holder of record, you will receive instructions from the holder of record on how to vote your shares. You must follow the instructions of your broker or other nominee in order for your shares to be voted.