Amendment: SEC Form SC 13G/A filed by Delcath Systems Inc.

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. 2)¹

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

1              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).

(1) Consists of Shares (as defined below) underlying certain Series F-4 Preferred Stock (as defined below).

(1) Consists of Shares underlying certain Series F-4 Preferred Stock.

(1) Consists of Shares underlying certain Series F-4 Preferred Stock.

(1) Consists of Shares underlying certain Series F-4 Preferred Stock.

(1) Consists of Shares underlying certain Series F-4 Preferred Stock.

(1) Consists of Shares underlying certain Series F-4 Preferred Stock.

(1) Consists of Shares underlying certain Series F-4 Preferred Stock.

(1) Consists of Shares underlying certain Series F-4 Preferred Stock.

(1) Consists of Shares underlying certain Series F-4 Preferred Stock.

(1) Consists of Shares underlying certain Series F-4 Preferred Stock.

Delcath Systems, Inc., a Delaware corporation (the “Issuer”).

566 Queensbury Avenue

Queensbury, New York 12804

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

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.”

Common Stock, $0.01 par value per share (the “Shares”).

24661P807

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 Reporting Persons and the Partners Managed Account were exercised for Series F-4 Preferred Stock, the Beneficial Ownership Limitation does not limit the conversion of any of the Series F-4 Preferred Stock held by them.

As of the close of business on September 30, 2024, (i) BVF beneficially owned 556,667 Shares, consisting of Shares underlying the Series F-4 Preferred Stock, which in turn are underlying the Tranche B Warrants held by it, (ii) BVF2 beneficially owned 423,333 Shares, consisting of Shares underlying the Series F-4 Preferred Stock, which in turn are underlying the Tranche B Warrants held by it, and (iii) Trading Fund OS beneficially owned 48,333 Shares, consisting of Shares underlying the Series F-4 Preferred Stock, which in turn are underlying the Tranche B Warrants held by it.

BVF GP, as the general partner of BVF, may be deemed to beneficially own the 556,667 Shares beneficially owned by BVF.

BVF2 GP, as the general partner of BVF2, may be deemed to beneficially own the 423,333 Shares beneficially owned by BVF2.

Partners OS, as the general partner of Trading Fund OS, may be deemed to beneficially own the 48,333 Shares beneficially owned by Trading Fund OS.

BVF GPH, as the sole member of each of BVF GP and BVF2 GP, may be deemed to beneficially own the 980,000 Shares beneficially owned in the aggregate by BVF and BVF2.

Partners, as the investment manager of BVF, BVF2 and Trading Fund OS, and the sole member of Partners OS, may be deemed to beneficially own the 1,041,667 Shares beneficially owned in the aggregate by BVF, BVF2 and Trading Fund OS and the Partners Managed Account, including the 13,333 Shares underlying the Series F-4 Preferred Stock, which in turn are underlying the Tranche B Warrants, held in the Partners Managed Account.

BVF Inc., as the general partner of Partners, may be deemed to beneficially own the 1,041,667 Shares beneficially owned by Partners.

Mr. Lampert, as a director and officer of BVF Inc., may be deemed to beneficially own the 1,041,667 Shares beneficially owned by BVF Inc.

The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any Shares owned by another Reporting Person. BVF GP disclaims beneficial ownership of the Shares beneficially owned by BVF. BVF2 GP disclaims beneficial ownership of the Shares beneficially owned by BVF2. Partners OS disclaims beneficial ownership of the Shares beneficially owned by Trading Fund OS. BVF GPH disclaims beneficial ownership of the Shares beneficially owned by BVF and BVF2. Each of Partners, BVF Inc. and Mr. Lampert disclaims beneficial ownership of the Shares beneficially owned by BVF, BVF2 and Trading Fund OS and held in the Partners Managed Account, and the filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities.

The following percentages are based upon a denominator that is the sum of (i) 28,000,843 Shares outstanding as of August 31, 2024, which is the total number of Shares outstanding as reported in the Issuer’s Prospectus on Form 424B3 filed with the Securities and Exchange Commission on September 26, 2024, and (ii) 1,041,667 Shares issuable upon the conversion of certain Series F-4 Preferred Stock held by the Reporting Persons and the Partners Managed Account, as applicable.

As of the close of business on September 30, 2024, (i) BVF beneficially owned approximately 1.9% of the outstanding Shares, (ii) BVF2 beneficially owned approximately 1.5% of the outstanding Shares, (iii) Trading Fund OS beneficially owned less than 1% of the outstanding Shares, (iv) BVF GP may be deemed to beneficially own approximately 1.9% of the outstanding Shares, (v) BVF2 GP may be deemed to beneficially own approximately 1.5% of the outstanding Shares, (vi) Partners OS may be deemed to beneficially own less than 1% of the outstanding Shares, (vii) BVF GPH may be deemed to beneficially own approximately 3.4% of the outstanding Shares, and (viii) each of Partners, BVF Inc. and Mr. Lampert may be deemed to beneficially own approximately 3.6% of the outstanding Shares (less than 1% of the outstanding Shares are represented by Shares held in the Partners Managed Account).

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

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].

Not Applicable.

Not Applicable.

See Exhibit 99.1 to the Schedule 13G filed with the Securities and Exchange Commission on June 22, 2023.

Not Applicable.

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.

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