8-K

Date: May 14, 2026

DELCATH SYSTEMS, INC.

/s/ David Hoffman

David Hoffman

General Counsel, Chief Compliance Officer and Secretary

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): May 13, 2026

Delcath Systems, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-16133

06-1245881

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

566 Queensbury Avenue

Queensbury, New York

12804

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (518) 743-8892

(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 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.

Omnibus Equity Incentive Plan

At the 2026 annual meeting of stockholders held on May 13, 2026 (the “Annual Meeting”), the stockholders of Delcath Systems, Inc. (the “Company”) approved an amendment to the Company’s 2020 Omnibus Equity Incentive Plan (the “2020 EIP”) to increase by 1,800,000 the number of shares of the Company’s common stock, $0.01 par value (the “Common Stock”) available thereunder.

A more detailed summary of the material features of the 2020 EIP, as amended, including the terms of stock option grants thereunder, is set forth in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 2, 2026 (the “2026 Proxy Statement”). That summary and the foregoing descriptions are qualified in their entirety by reference to the text of the 2020 EIP, as amended, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07

Submission of Matters to a Vote of Security Holders

At the Annual Meeting, the Company’s stockholders voted on four proposals, each of which is described in more detail in the 2026 Proxy Statement. Of the 34,618,159 shares of the Common Stock and outstanding and convertible preferred stock eligible to vote as of the record date, 23,346,271 shares, or approximately 67.44%, were present or represented by proxy at the Annual Meeting.

The following is a brief description of each matter voted upon and the certified results, including the number of votes cast for and against each matter and, if applicable, the number of votes withheld, abstentions and broker non-votes with respect to each such matter.

Proposal 1. Stockholders elected the following nominees to serve as Class II directors on the board of directors of the Company (the “Board”) until the Company’s 2029 Annual Meeting or until their successors have been duly elected and qualified. The voting results for such nominees were as follows:


Director Name	Votes For		Votes Withheld		Broker Non -Votes
Elizabeth Czerepak		14,903,665		456,973		7,985,633
John R. Sylvester		14,819,700		540,938		7,985,633

Proposal 2. Stockholders approved the amendment to the 2020 EIP to increase by 1,800,000 the number of shares of Common Stock available under thereunder. The voting results were as follows:

Votes For

Votes Against

Abstentions

Broker Non-

Votes

12,770,662

2,322,773

267,202

7,985,634

Proposal 3. Stockholders ratified the selection by the Audit Committee of the Board of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2026. The voting results were as follows:

Votes For

Votes Against

Abstentions

Broker Non-

Votes

22,719,287

191,205

435,779

N/A

Proposal 4. Stockholders approved a non-binding advisory vote on the compensation of the Company’s named executive officers. The voting results were as follows:

Votes For

Votes Against

Abstentions

Broker Non-

Votes

13,244,653

1,748,570

367,413

7,985,635

Item 9.01

Financial Statements and Exhibits

(d) Exhibits


Exhibit No.		Description

10.1		Delcath Systems, Inc. 2020 Omnibus Equity Incentive Plan, as amended

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

SEC Form 8-K filed by Delcath Systems Inc.