Sam DCTH will at the max will be 473M shares because per the latest S1 A third amendment filing heading there is a big OR:
250,000,000 Shares of Common Stock
or
Pre-funded Warrants to Purchase up to 250,000,000 Shares of Common Stock
250,000,000 Shares of Common Stock Underlying the Pre-funded Warrants
Also per the Lawyeers filing in Exhibit 5.1
Wexler, Burkhart, Hirschberg & Unger, LLP
377 Oak Street
Garden City, NY 11530
January 26, 2018
Delcath Systems, Inc.
1633 Broadway
22nd Floor, Suite C
New York, NY 10019
Ladies and Gentlemen:
We have acted as counsel to Delcath Systems, Inc., a Delaware corporation (the “Company”), in connection with the Company’s registration statement on Form S-1, as amended (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the issuance and sale of (x) up to 250,000,000 shares (the “Shares”) of common stock of the Company and (y) up to 250,000,000 pre-funded warrant to purchase shares (each, a “Pre-Funded Warrant” and collectively, the “Pre-Funded Warrants”); and any shares issuable upon exercise of the Pre-funded Warrants (the “Pre-Funded Warrant Shares”; the Shares,Pre-Funded Warrants and Pre-Funded Warrant Shares are collectively referred to herein as the “Securities”), issued by the Company. The Securities are to be sold by the Company pursuant to a Placement Agency Agreement (the “Placement Agency Agreement”) to be entered into by and between the Company and Roth Capital Partners, LLC. the form of which is to be filed as Exhibit 1.1 to the Registration Statement. As noted in the Prospectus, for each Pre-Funded Warrant sold, the number of Shares sold will be decreased on a one-for-one basis.
