0001019056-19-000443.txt : 20190801 0001019056-19-000443.hdr.sgml : 20190801 20190801162158 ACCESSION NUMBER: 0001019056-19-000443 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20190801 DATE AS OF CHANGE: 20190801 GROUP MEMBERS: ROSALIND ADVISORS, INC. GROUP MEMBERS: ROSALIND MASTER FUND L.P. GROUP MEMBERS: ROSALIND OPPORTUNITIES FUND I L.P. GROUP MEMBERS: STEVEN SALAMON SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DELCATH SYSTEMS, INC. CENTRAL INDEX KEY: 0000872912 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 061245881 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-60851 FILM NUMBER: 19992998 BUSINESS ADDRESS: STREET 1: 1633 BROADWAY STREET 2: SUITE 22C CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 489-2100 MAIL ADDRESS: STREET 1: 1633 BROADWAY STREET 2: SUITE 22C CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: DELCATH SYSTEMS INC DATE OF NAME CHANGE: 19990607 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Rosalind Advisors, Inc. CENTRAL INDEX KEY: 0001622627 IRS NUMBER: 000000000 FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 175 BLOOR STREET EAST STREET 2: SUITE 1316, NORTH TOWER CITY: TORONTO STATE: A6 ZIP: M4W 3R8 BUSINESS PHONE: 4168887606 MAIL ADDRESS: STREET 1: 175 BLOOR STREET EAST STREET 2: SUITE 1316, NORTH TOWER CITY: TORONTO STATE: A6 ZIP: M4W 3R8 SC 13G 1 delcath_13g.htm SC 13G
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

Delcath Systems, Inc.

(Name of Issuer)

Common Shares

(Title of Class of Securities)

24661P708

(CUSIP Number)

July 17, 2019

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o  Rule 13d-1(b)
x  Rule 13d-1(c)
o  Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 
CUSIP No. 24661P708   13G   Page 2 of 8 Pages

         
1.   NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Rosalind Advisors, Inc.		    
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    o
(b)    o		    
3.   SEC USE ONLY
 		    
4.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
ONTARIO, CANADA		    

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   5.   SOLE VOTING POWER  
 
0
  6.  

SHARED VOTING POWER
 
280,000,000 shares of Common Stock issuable upon conversion of 16,800 preferred stock (see Item 4)1

280,000,000 shares of Common Stock issuable upon exercise of warrants (see Item 4)1

  7.   SOLE DISPOSITIVE POWER
 
0
  8.  

SHARED DISPOSITIVE POWER
 
280,000,000 shares of Common Stock issuable upon conversion of 16,800 preferred stock (see Item 4)1

280,000,000 shares of Common Stock issuable upon exercise of warrants (see Item 4)1

9.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

280,000,000 shares of Common Stock issuable upon conversion of 16,800 preferred stock (see Item 4)1

280,000,000 shares of Common Stock issuable upon exercise of warrants (see Item 4)1

    
10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    o		    
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.9% 1		    
12.   TYPE OF REPORTING PERSON (see instructions)

CO		    

 

 

1*As more fully described in Item 4, the shares of Preferred Stock are subject to a 9.99% blocker and the Warrants are subject to a 4.99% blocker, and the percentage set forth in row (11) gives effect to such blockers. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full conversion and exercise of such reported securities and do not give effect to such blockers. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blockers, is less than the number of securities reported in rows (6), (8) and (9).

 
 

CUSIP No. 24661P708   13G   Page 3 of 8 Pages

         
1.   NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Steven Salamon		    
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    o
(b)    o		    
3.   SEC USE ONLY
 		    
4.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
ONTARIO, CANADA		    

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   5.   SOLE VOTING POWER
 
0
  6.  

SHARED VOTING POWER
 
280,000,000 shares of Common Stock issuable upon conversion of 16,800 preferred stock (see Item 4)2

280,000,000 shares of Common Stock issuable upon exercise of warrants (see Item 4)2

  7.   SOLE DISPOSITIVE POWER
 
0
  8.  

SHARED DISPOSITIVE POWER
 
280,000,000 shares of Common Stock issuable upon conversion of 16,800 preferred stock (see Item 4)2

280,000,000 shares of Common Stock issuable upon exercise of warrants (see Item 4)2

9.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

280,000,000 shares of Common Stock issuable upon conversion of 16,800 preferred stock (see Item 4)2

280,000,000 shares of Common Stock issuable upon exercise of warrants (see Item 4)2

    
10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    o		    
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.9%2		    
12.   TYPE OF REPORTING PERSON (see instructions)

IN		    

 

 

2 As more fully described in Item 4, the shares of Preferred Stock are subject to a 9.99% blocker and the Warrants are subject to a 4.99% blocker, and the percentage set forth in row (11) gives effect to such blockers. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full conversion and exercise of such reported securities and do not give effect to such blockers. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blockers, is less than the number of securities reported in rows (6), (8) and (9).

 
 
CUSIP No. 24661P708   13G   Page 4 of 8 Pages

 
1.  

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Rosalind Opportunities Fund I L.P.

    
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    o
(b)    o		    
3.   SEC USE ONLY
 		    
4.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
ONTARIO, CANADA		    

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   5.   SOLE VOTING POWER
 
0
  6.  

SHARED VOTING POWER
 
173,333,333 shares of Common Stock issuable upon conversion of 10,400 preferred stock (see Item 4)3

173,333,333 shares of Common Stock issuable upon exercise of warrants

  7.   SOLE DISPOSITIVE POWER
 
0
  8.  

SHARED DISPOSITIVE POWER
 
173,333,333 shares of Common Stock issuable upon conversion of 10,400 preferred stock (see Item 4)3

173,333,333 shares of Common Stock issuable upon exercise of warrants

9.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

173,333,333 shares of Common Stock issuable upon conversion of 10,400 preferred stock (see Item 4)3

173,333,333 shares of Common Stock issuable upon exercise of warrants

    
10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    o		    
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.9%3		    
12.   TYPE OF REPORTING PERSON (see instructions)

PN		    

 

 

3 As more fully described in Item 4, the shares of Preferred Stock are subject to a 9.99% blocker and the Warrants are subject to a 4.99% blocker, and the percentage set forth in row (11) gives effect to such blockers. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full conversion and exercise of such reported securities and do not give effect to such blockers. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blockers, is less than the number of securities reported in rows (6), (8) and (9).

 
 
CUSIP No. 24661P708   13G   Page 5 of 8 Pages

         
1.   NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Rosalind Master Fund L.P.		    
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    o
(b)    o		    
3.   SEC USE ONLY
 		    
4.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
CAYMAN ISLANDS		    

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   5.   SOLE VOTING POWER
 
0
  6.  

SHARED VOTING POWER
 
106,666,667 shares of Common Stock issuable upon conversion of 6,400 preferred stock (item 4)3

106,666,667 shares of Common Stock issuable upon exercise of warrants (see Item 4)3

  7.   SOLE DISPOSITIVE POWER
 
0
  8.  

SHARED DISPOSITIVE POWER
 
106,666,667 shares of Common Stock issuable upon conversion of 6,400 preferred stock (item 4)3

106,666,667 shares of Common Stock issuable upon exercise of warrants (see Item 4)3

9.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

106,666,667 shares of Common Stock issuable upon conversion of 6,400 preferred stock

106,666,667 shares of Common Stock issuable upon exercise of warrants

    
10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    o		    
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.9%3		    
12.   TYPE OF REPORTING PERSON (see instructions)

PN		    
 
 
CUSIP No. 24661P708   13G   Page 6 of 8 Pages

Item 1.

  (a) Name of Issuer: Delcath Systems, Inc.
     
  (b)

Address of Issuer’s Principal Executive Offices
1633 Broadway

22nd Floor, Suite C

New York, NY 10019

     

Item 2.

  (a)

Name of Person Filing

Rosalind Advisors, Inc. (“Advisor” to RMF)

Rosalind Opportunities Fund I L.P. (“ROFI”)

Rosalind Master Fund L.P. (“RMF”)

Steven Salamon (“President”)

Steven Salamon is the portfolio manager of the Advisor which advises ROFI & RMF.

     
  (b)

Address of the Principal Office or, if none, residence
Rosalind Advisors, Inc.

175 Bloor Street East

Suite 1316, North Tower

Toronto, Ontario

M4W 3R8 Canada

 

Rosalind Opportunities Fund I L.P.

175 Bloor Street East

Suite 1316, North Tower

Toronto, Ontario

M4W 3R8 Canada

 

Rosalind Master Fund L.P.

P.O. Box 309

Ugland House, Grand Cayman

KY1-1104, Cayman Islands

 

Steven Salamon

175 Bloor Street East

Suite 1316, North Tower

Toronto, Ontario

M4W 3R8 Canada

     
  (c)

Citizenship
Rosalind Advisors, Inc.: Ontario, Canada

Rosalind Opportunities Fund I L.P.: Ontario, Canada

Rosalind Master Fund L.P.: Cayman Islands

Steven Salamon: Ontario, Canada

     
  (d) Title of Class of Securities
Common Stock
     
  (e) CUSIP Number
24661P708
 
 

CUSIP No. 24661P708   13G   Page 7 of 8 Pages
         

Item 3.  If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

  (a) o Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
       
  (b) o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
       
  (c) o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
       
  (d) o Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
       
  (e) o An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
       
  (f) o An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
       
  (g) o A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
       
  (h) o A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
       
  (i) o A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
       
  (j) o Group, in accordance with §240.13d-1(b)(1)(ii)(J).
       

Item 4.  Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

         
  (a)  

Amount beneficially owned: 

 

The information as of the date of the event which requires filing of this statement required by Items 4(a) – (c) is set forth in Rows 5 – 11 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 11 of the cover page for each Reporting Person is based on 18,277,807 shares of Common Stock issued and outstanding as of July 17, 2019, as represented in the Company’s Form 10-Q filed with the Securities and Exchange Commission on July 17, 2019, 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 the beneficial owner of shares held by ROFI and RMF. Steven Salamon is the portfolio manager of the Advisor and may be deemed to be the beneficial owner of shares of Preferred Stock held, and underlying the Reported Warrants (subject to the Warrant Blockers) held by, RMF. Notwithstanding the foregoing, the Advisor and Mr. Salamon disclaim beneficial ownership of any such shares.

 
 

CUSIP No. 24661P708   13G   Page 8 of 8 Pages

Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).

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 person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following     o.

Instruction. Dissolution of a group requires a response to this item.

Item 6.  Ownership of More than Five Percent on Behalf of Another Person.

Item 7 – 9.  Not Applicable.

Item 10.  Certification.

       
      By signing below I certify that, to the best of my 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.
       

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.

   
 

8/1/2019

Date

   
 

/s/ Steven Salamon

Signature

   
 

Steven Salamon/President Rosalind Advisors, Inc.

Name/Title

 
 EX-99.A 2 ex_a.htm EXHIBIT A
 

Exhibit A

Joint Filing Agreement

 

The undersigned hereby agree that this Statement on Schedule 13G 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: /s/ Steven Salamon
  Name: Steven Salamon
  Title: President
   
 

Rosalind Opportunities Fund I L.P.

  By:  /s/ Steven Salamon
 

Name: Steven Salamon

 

Title: President, Rosalind Advisors, Inc.

   
  Rosalind Master Fund L.P.
  By:  /s/ Mike McDonald
  Name: Mike McDonald
  Title: Director, Rosalind (Cayman) Ltd. (as General Partner to Rosalind Master Fund)
   
  By: /s/ Steven Salamon
  Name: Steven Salamon