8-K

DELCATH SYSTEMS, INC.

Date: February 14, 2024

/s/ Gerard Michel

Name: Gerard Michel

Title: Chief Executive Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 9, 2024

DELCATH SYSTEMS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

001-16133

06-1245881

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(IRS Employer

Identification No.)

1633 Broadway, Suite 22C,

New York, New York 10019

(Address of principal executive offices)

(212) 489-2100

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

symbol(s)

Name of each exchange

on which registered

Common Stock, $0.01 par value

DCTH

The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 12, 2024, John Purpura notified Delcath Systems, Inc. (the “Company”) of his intent to retire as the Company’s Chief Operating Officer. The Company is engaged in active discussions to appoint a new Chief Operating Officer with a preferred candidate identified. Mr. Purpura will remain with the Company until such time as his successor is named and has agreed to consult with the Company after he leaves.

Additionally, on February 9, 2024, Roger Stoll notified the Company of his intent to retire from the board of directors of the Company (the “Board”) and not stand for re-election at the Company’s 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”). Mr. Stoll has served the Board for over fourteen years and, after the recent FDA approval and commercial launch of Delcath’s first product, Mr. Stoll decided that this was an appropriate time to retire from the Board. Mr. Stoll’s retirement will become effective at the conclusion of the 2024 Annual Meeting. Mr. Stoll’s decision to retire and not stand for re-election was not the result of a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

SEC Form 8-K filed by Delcath Systems Inc.