SC 13G/A: DELCATH SYSTEMS, INC.
Ticker: DCTH · Form: SC 13G/A · Filed: Nov 14, 2024 · CIK: 872912
Sentiment: neutral
Topics: sc-13g-a
AI Summary
SC 13G/A filing by DELCATH SYSTEMS, INC..
Risk Assessment
Risk Level: low
Filing Stats: 3,409 words · 14 min read · ~11 pages · Grade level 10.1 · Accepted 2024-11-14 16:21:54
Key Financial Figures
- $0.01 — , Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of
- $6.00 — 041,667 Shares at a conversion price of $6.00 per Share. The Tranche B Warrants are e
- $1,000 — at any time, have an exercise price of $1,000 per share of Series F-4 Preferred Stock
- $10,000,000 — blic announcement of recording at least $10,000,000 in quarterly U.S. revenue from the comm
Filing Documents
- sc13ga207422dcth_11142024.htm (SC 13G/A) — 274KB
- 0000921895-24-002711.txt ( ) — 275KB
(a). Name of Issuer
Item 1(a). Name of Issuer: Delcath Systems, Inc., a Delaware corporation (the “Issuer”).
(b). Address of Issuer’s Principal Executive Offices
Item 1(b). Address of Issuer’s Principal Executive Offices: 566 Queensbury Avenue Queensbury, New York 12804
(a). Name of Person Filing
Item 2(a). Name of Person Filing
(b). Address of Principal Business Office or, if None, Residence
Item 2(b). Address of Principal Business Office or, if None, Residence
(c). Citizenship
Item 2(c). Citizenship Biotechnology Value Fund, L.P. (“BVF”) 44 Montgomery St., 40th Floor San Francisco, California 94104 Citizenship: Delaware BVF I GP LLC (“BVF GP”) 44 Montgomery St., 40th Floor San Francisco, California 94104 Citizenship: Delaware Biotechnology Value Fund II, L.P. (“BVF2”) 44 Montgomery St., 40th Floor San Francisco, California 94104 Citizenship: Delaware BVF II GP LLC (“BVF2 GP”) 44 Montgomery St., 40th Floor San Francisco, California 94104 Citizenship: Delaware Biotechnology Value Trading Fund OS LP (“Trading Fund OS”) PO Box 309 Ugland House Grand Cayman, KY1-1104 Cayman Islands Citizenship: Cayman Islands BVF Partners OS Ltd. (“Partners OS”) PO Box 309 Ugland House Grand Cayman, KY1-1104 Cayman Islands Citizenship: Cayman Islands BVF GP Holdings LLC (“BVF GPH”) 44 Montgomery St., 40th Floor San Francisco, California 94104 Citizenship: Delaware 12 CUSIP No. 24661P807 BVF Partners L.P. (“Partners”) 44 Montgomery St., 40th Floor San Francisco, California 94104 Citizenship: Delaware BVF Inc. 44 Montgomery St., 40th Floor San Francisco, California 94104 Citizenship: Delaware Mark N. Lampert (“Mr. Lampert”) 44 Montgomery St., 40th Floor San Francisco, California 94104 Citizenship: United States Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
(d). Title of Class of Securities
Item 2(d). Title of Class of Securities: Common Stock, $0.01 par value per share (the “Shares”).
(e). CUSIP Number
Item 2(e). CUSIP Number: 24661P807
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: /x/ Not applicable. (a) / / Broker or dealer registered under Section 15 of the Exchange Act. (b) / / Bank as defined in Section 3(a)(6) of the Exchange Act. (c) / / Insurance company as defined in Section 3(a)(19) of the Exchange Act. (d) / / Investment company registered under Section 8 of the Investment Company Act. (e) / / An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). (f) / / An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). (g) / / A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). (h) / / A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. (i) / / A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act. (j) / / A non-U.S. institution, in accordance with Rule 13d-1(b)(1)(ii)(J). (k) / / Group, in accordance with Rule 13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____ 13 CUSIP No. 24661P807
Ownership
Item 4. Ownership (a) Amount beneficially owned: As of the close of business on September 30, 2024, the Reporting Persons and a certain Partners managed account (the “Partners Managed Account”) held preferred stock tranche B warrants (the “Tranche B Warrants”), exercisable into an aggregate of 6,250 shares of Series F-4 Convertible Preferred Stock (the “Series F-4 Preferred Stock”), which in turn are convertible into an aggregate of 1,041,667 Shares at a conversion price of $6.00 per Share. The Tranche B Warrants are exercisable at any time, have an exercise price of $1,000 per share of Series F-4 Preferred Stock, and expire on the earlier of (i) twenty-one (21) days following the date of the Issuer’s public announcement of recording at least $10,000,000 in quarterly U.S. revenue from the commercialization of HEPZATO and (ii) March 31, 2026. A holder of the Series F-4 Preferred Stock shall not have the right to convert any portion of the Series F-4 Preferred Stock and such Series F-4 Preferred Stock shall not be automatically converted, to the extent that after giving effect to such conversion, such holder thereof, together with its affiliates, any other persons acting as a group together, and any other persons whose beneficial ownership of Shares would be aggregated with such holder and the other attribution parties for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) would beneficially own in excess of 9.99% of the Shares outstanding immediately after giving effect to such conversion, excluding for purposes of such determination Shares which would be issuable upon conversion of the remaining, unconverted portion of all series of Series F Convertible Preferred Stock of the Issuer beneficially owned (the “Beneficial Ownership Limitation”). As of the close of business on September 30, 2024, assuming all the Tranche B Warrants held in the aggregate by the Reporti
Ownership of Five Percent or Less of a Class
Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the Shares, check the following [X].
Ownership of More than Five Percent on Behalf of Another Person
Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not Applicable.
Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by
Item 7. Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company or Control Person. Not Applicable.
Identification and Classification of Members of the Group
Item 8. Identification and Classification of Members of the Group. See Exhibit 99.1 to the Schedule 13G filed with the Securities and Exchange Commission on June 22, 2023.
Notice of Dissolution of Group
Item 9. Notice of Dissolution of Group. Not Applicable.
Certifications
Item 10. Certifications. By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. 16 CUSIP No. 24661P807 SIGNATURE After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: November 14, 2024 BIOTECHNOLOGY VALUE FUND, L.P. BIOTECHNOLOGY VALUE TRADING FUND OS LP By: BVF I GP LLC, its general partner By: BVF Partners L.P., its investment manager By: BVF Inc., its general partner By: /s/ Mark N. Lampert Mark N. Lampert By: /s/ Mark N. Lampert Chief Executive Officer Mark N. Lampert President BVF I GP LLC BVF GP HOLDINGS LLC By: /s/ Mark N. Lampert Mark N. Lampert By: /s/ Mark N. Lampert Chief Executive Officer Mark N. Lampert Chief Executive Officer BIOTECHNOLOGY VALUE FUND II, L.P. BVF PARTNERS L.P. By: BVF II GP LLC, its general partner By: BVF Inc., its general partner By: /s/ Mark N. Lampert Mark N. Lampert By: /s/ Mark N. Lampert Chief Executive Officer Mark N. Lampert President BVF II GP LLC BVF INC. By: /s/ Mark N. Lampert Mark N. Lampert By: /s/ Mark N. Lampert Chief Executive Officer Mark N. Lampert President BVF PARTNERS OS LTD. /s/ Mark N. Lampert By: BVF Partners L.P., its sole member MARK N. LAMPERT By: BVF Inc., its general partner By: /s/ Mark N. Lampert Mark N. Lampert President 17