INTRODUCTION
Pursuant to General Instruction E of Form S-8 under the Securities Act of 1933, as amended (the Securities
Act), this registration statement on Form S-8 (this Registration Statement) is filed by Delcath Systems, Inc., a Delaware corporation (the Registrant or the Company),
to register an additional 1,800,000 shares of the Companys common stock, par value $0.01 per share (the Common Stock), reserved for issuance under the Companys 2020 Omnibus Equity Incentive Plan, as amended by the
Companys board of directors on March 30, 2021 and approved by the Companys stockholders on May 6, 2021 (the Plan).
On
December 16, 2020, the Company filed a registration statement on Form S-8 (Registration No. 333- 251385) (the 2020 Registration Statement) to
register 675,000 shares of Common Stock reserved for issuance under the Companys 2020 Omnibus Equity Incentive Plan as originally approved by the Companys stockholders on November 23, 2020. On May 6, 2021, the Companys
stockholders approved an amendment to the Companys 2020 Omnibus Equity Incentive Plan to increase the number of shares of Common Stock reserved for issuance thereunder from 675,000 to 2,475,000. This Registration Statement is being filed to
register the additional 1,800,000 shares of Common Stock reserved for issuance under the Plan.
Pursuant to General Instruction E of Form S-8, the contents of the 2020 Registration Statement, including the documents incorporated by reference therein, are hereby incorporated by reference into this Registration Statement to the extent not otherwise
amended or superseded by the contents hereof.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the employee benefit plan information specified by Part I, Item 1 of Form S-8 and the
statement of availability of registrant information and any other information required by Part I, Item 2 of Form S-8 will be sent or given to participants as specified by Rule 428 under the Securities Act. In
accordance with Rule 428 and the requirements of Part I of Form S-8, such documents are not being filed with the Securities and Exchange Commission (the Commission) either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. Such documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, taken
together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3 Incorporation of Documents by Reference.
The
following documents filed with the Commission by the Registrant, pursuant to the Securities Exchange Act of 1934, as amended (the Exchange Act), are incorporated herein by reference:
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(1)
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the Registrants Annual Report on Form
10-K for the fiscal year ended December 31, 2020 filed with the Commission on March 31, 2021;
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(2)
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the Registrants Quarterly Reports on Form 10-Q for the quarterly
period ended March 31, 2021, filed with the Commission on May 11, 2021, for the quarterly period ended June 30, 2021, filed with the
Commission on August 10, 2021 and for the quarterly period ended September 30, 2021 filed with the
Commission on November 9, 2021;
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(3)
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the Registrants Current Reports on Form 8-K or Form 8-K/A filed with the Commission on March
1, 2021, April
1, 2021 (solely with respect to Item 8.01 therein), May
7, 2021, June
29, 2021, August
11, 2021 (solely with respect to Item 1.01, Item 2.03, Item 3.02 and Item 8.01 therein), October
18, 2021, October
26, 2021 and December 2, 2021 (solely with respect to Item 8.01 therein); and
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