Rosalind Advisors Amends Delcath Systems Stake

TL;DR

Rosalind Advisors just updated their stake in Delcath Systems. Keep an eye on this one.

AI Summary

Rosalind Advisors, Inc. and its affiliates have filed an amendment (No. 10) to their Schedule 13D concerning Delcath Systems, Inc. The filing, dated May 17, 2024, indicates a change in beneficial ownership. Rosalind Advisors, Inc. is based in Toronto, Canada, and Delcath Systems, Inc. is incorporated in Delaware with its principal business address in Queensbury, NY.

Why It Matters

This filing signals a potential shift in control or significant influence over Delcath Systems, Inc. by Rosalind Advisors, Inc., which could impact the company's strategic direction and stock performance.

Risk Assessment

Risk Level: medium — Schedule 13D filings often indicate significant investor activity, which can lead to volatility and strategic changes for the target company.

Key Players & Entities

• Rosalind Advisors, Inc. (company) — Filing entity
• Delcath Systems, Inc. (company) — Subject company
• Steven A. Salamon (person) — Group member
• Aharon Gil (person) — Group member
• Rosalind Master Fund L.P. (company) — Group member
• Rosalind Opportunities Fund I L.P. (company) — Group member

FAQ

Filing Documents

• rosalind_dcth_13da11_may.htm (SC 13D/A) — 96KB
• exa_DCTH_13DA11_May2024.htm (EX-99.A BD-DIR-RESOL) — 2KB
• 0001622627-24-000032.txt ( ) — 101KB

Security and Issuer

Item 1. Security and Issuer. (a) This statement relates to the Preferred Stock (the "Shares") of Delcath Systems, Inc., a Delaware corporation (the "Company"). (b) Address of Issuer's Principal Executive Offices: 566 Queensbury Avenue Queensbury, New York 12804

Identity and Background

Item 2. Identity and Background. (a) This statement is filed by: (i) Rosalind Advisors, Inc. ("Advisor" to ROFI & RMF) (ii) Steven Salamon ("President" and portfolio manager of the Advisor) (iii) Gil Aharon ("Secretary" and portfolio manager of the Advisor) Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 7. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D. (b) Address of the Principal Office or, if none, residence Rosalind Advisors, Inc. 15 Wellesley Street West Suite 326, Toronto, Ontario M4Y 0G7 Canada Steven Salamon 15 Wellesley Street West Suite 326, Toronto, Ontario M4Y 0G7 Canada Gil Aharon 15 Wellesley Street West Suite 326, Toronto, Ontario M4Y 0G7 Canada CUSIP No. 24661P807 13D/A Page 8 of 9 Pages (c) The principal business of Rosalind Advisors, Inc. is to operate as an investment advisory firm and to make public equity investments. The principal occupation of Mr. Salamon is serving as the Portfolio Manager and President of Rosalind Advisors, Inc., which advises ROFI & RMF. (d) No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Mr. Salamon is a citizen of Canada, resident in Ontario

Purpose of Transaction

Item 4. Purpose of Transaction

is hereby amended and supplemented as follows

Item 4 is hereby amended and supplemented as follows: On May 6, 2020, pursuant to the terms of the Board Appointment Agreement, the Board of Directors of the Issuer (the "Board") increased the number of directors constituting the Board to eight members and elected Steven Salamon and Gilad Aharon as independent directors of the Issuer to fill the vacancies created by the increase in the number of directors. Mr. Salamon was elected to serve as a Class III director with a term scheduled to expire at the 2024 Annual Meeting of Stockholders and Dr. Aharon was elected to serve as a Class I director with a term scheduled to expire at the 2025 Annual Meeting of Stockholders.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. Amount beneficially owned: The information as of the date of the event which requires filing of this statement required by Items 5(a) – (c) is set forth in Rows 7 – 13 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. The percentage set forth in Row 13 of the cover page for each Reporting Person is based on 27,785,803 shares of Common Stock issued and outstanding as of May 09, 2024, as represented in the Company's Form 10-Q filed with the Securities and Exchange Commission on May 14, 2024, and assumes the exercise of the Company's reported warrants (the "Reported Warrants") and the conversion of the Company's reported preferred stock (the "Reported Preferred Stock"), subject to the Blockers (as defined below). Pursuant to the terms of (i) the certificate of designations containing the terms of the Reported Preferred Stock, the Reporting Persons cannot convert the Reported Preferred Stock to the extent the Reporting Persons would beneficially own, after any such conversion, more than 9.99% of the outstanding shares of Common Stock (the "Preferred Stock Blockers") and (ii) the Reported Warrants, the Reporting Persons cannot exercise the Reported Warrants to the extent the Reporting Persons would beneficially own, after any such exercise, more than 4.99% of the outstanding shares of Common Stock (the "Warrant Blockers" and collectively with the Preferred Stock Blockers, the "Blockers"), and the percentage set forth in Row 11 of the cover page for each Reporting Person gives effect to the Blockers. Consequently, as of the date of the event which requires the filing of this statement, the Reporting Persons were not able to exercise all of the Reported Preferred Stock or any of the Reported Warrants due to the Blockers. Rosalind Advisors, Inc. is the investment advisor to ROFI and RMF and may be deemed to be

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits. A Joint Filing Agreement by and among Rosalind Advisors, Inc. Rosalind Master Fund L.P., Rosalind Opportunities Fund I L.P. and Steven Salamon, was originally filed on March 27, 2020 as an Exhibit. CUSIP No. 24661P807 13D/A Page 9 of 9 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. ROSALIND Steven Salamon Signature Steven Salamon/President, Rosalind Advisors, Inc. Name/Title 16/05/2024 Date Exhibit A Joint Filing Agreement The undersigned hereby agree that this Statement on Schedule 13D/A with respect to the beneficial ownership of shares of Common Stock of Delcath Systems, Inc. is filed jointly on behalf of each of them. Rosalind Advisors, Inc. By: _____________________________ Name: Steven Salamon Title: President Rosalind Master Fund L.P. By: _____________________________ Name: Mike McDonald Title: Director, Rosalind (Cayman) Ltd. (as General Partner to Rosalind Master Fund) Steven Salamon By: _____________________________ Name: Steven Salamon

View Full Filing

View this SC 13D/A filing on SEC EDGAR