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 21, 2018
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 No.) |
1633 Broadway, Suite 22C, New York, New York
(Address of principal executive offices)
10019
(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 check mark 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 (§240.12b-2 of this chapter).
| ☐ | 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 5.03 | Amendment to Certificate of Incorporation |
Effective April 21, 2018, Delcath Systems, Inc. amended its Certificate of Incorporation to increase its authorized common stock from 500,000,000 to 1,000,000,000 shares. The amendment was approved by its shareholders as of April 6, 2018.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
|
Exhibit No. |
Description | |
| 3.1 | Amendment to Certificate of Incorporation |
SIGNATURE
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. | ||||||
| Date: April 26, 2018 |
By: |
/s/ Jennifer Simpson | ||||
| Name: Jennifer Simpson | ||||||
| Title: President and Chief Executive Officer | ||||||
Exhibit 3.1
| State of Delaware Secretary of State Division of Corporations Delivered 03:33 PM 04/17/2018 FILED 03:33 PM 04/17/2018 SR 20182759816 – File Number 2168713 |
Amendment to Amended and Restated Certificate of Incorporation of Delcath Systems, Inc.
Pursuant to Section 242 of the General
Corporation Law of the State of Delaware
DELCATH SYSTEMS, INC., a Delaware corporation (hereinafter called the “Corporation”), does hereby certify as follows:
FIRST: upon the filing and effectiveness (the “Effective Time”) pursuant to the General Corporation Law of the State of Delaware (the “DGCL”) of this Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Corporation, the first paragraph of Article FOURTH of the Corporation’s amended and restate certificate of incorporation is amended so that the number of shares of common stock, par value $.01 per share which the Corporation shall be authorized to issue is 1,000,000,000.
SECOND: The foregoing amendment was duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.
THIRD: This Certificate of Amendment shall become effective as of April 21, 2018 at 4:30 PM, New York City time.
IN WITNESS WHEREOF, DELCATH SYSTEMS, INC., has caused this certificate to be duly executed in its corporate name this 17th Day of April, 2018.
| DELCATH SYSTEMS, INC. |
| /s/ Barbra Keck |
| Barbra Keck CFO |