Delcath Systems Inc (DCTH)

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In a concurrent private placement, we are also selling to investors warrants to purchase two shares of common stock for each share of common stock or pre-funded warrant purchased in this offering (the “Warrants”). The Warrants will be exercisable beginning on the date on which the Company files an amendment to its certificate of incorporation (the “Authorized Share Amendment”), approved by its stockholders (such approval, the “Authorized Share Approval”), to increase the number of authorized shares of the Company’s common stock such that all of the Warrants may be exercised in full by the holders, at an exercise price per share of $ , subject to adjustment pursuant to the terms of the Warrants (the “Exercise Price”) and will expire on the five year anniversary of the Initial Exercise Date. The Warrants and the common stock issuable upon the exercise of the Warrants (the “Warrant Shares”) are not being registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the registration statement of which this prospectus forms a part and are not being offered pursuant to this prospectus. The Warrants and the Warrant Shares are being offered to a limited number of institutional investors only pursuant to an exemption from the registration requirement of the Securities Act provided in Section 4(a)(2) of the Securities Act and/or Regulation D.