Delcath Systems Inc (DCTH)

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ITEM 8.01 Other Events

On February 9, 2018, Delcath Systems, Inc. (the “Company”) closed a registered offering of 212,000,000 shares of common stock, 38,000,000 pre-funded warrants to purchase 38,000,000 shares of common stock and warrants to purchase an aggregate of 500,000,000 shares of common stock for total gross proceeds of approximately $5.0 million. The offering was priced at $0.02 per unit with each unit comprised of one share of common stock (or one pre-funded warrant) and one common stock purchase warrant to purchase two shares, provided that, with respect to the units with pre-funded warrants $0.019 per unit shall be paid at closing and $0.001 shall be paid upon exercise of each of the pre-funded warrants. The warrants carry a five-year term from the date of initial exercisability (which is later of one year from the date of issuance and date of amendment to articles of incorporation to increase number of authorized shares of common stock) with an exercise price of $0.02 per share.

Roth Capital Partners, LLC acted as exclusive placement agent for the offering.

The securities were offered pursuant to a registration statement on Form S-1 (File No. 333-220898) previously filed with the Securities and Exchange Commission (the “SEC”) and declared effective on February 7, 2018. The securities may be offered only by means of a prospectus. The final prospectus related to the offering has been filed with the SEC and may be obtained at the SEC’s website located at http://www.sec.gov.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor may there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

After consummation of this offering, the Company has 434,981,824 shares of its common stock issued and outstanding.