DESCRIPTION OF SECURITIES
We may offer shares of our common stock and preferred stock, various series of debt securities, warrants, and units to purchase any such securities with a
total value of up to $100,000,000 from time to time under this prospectus at prices and on terms to be determined by market conditions at the time of the offering. Each time we offer a type or series of securities, we will provide a prospectus
supplement that will describe the specific amounts, prices and other important terms of the securities.
Authorized Capital Stock
The following is a description of the material terms of our capital stock included in our Amended and Restated Certificate of Incorporation, as amended (our
Certificate of Incorporation), and our Amended and Restated By-Laws (our By-Laws). This description of our capital stock does not purport to be
complete and is subject to, and qualified in its entirety by, our Certificate of Incorporation and By-Laws, which are exhibits to the registration statement of which this prospectus forms a part, and by
applicable law. The terms of our common stock and preferred stock may also be affected by Delaware law.
Our authorized capital stock consists of:
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40,000,000 shares of common stock, par value $0.01 per share; and
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10,000,000 shares of undesignated preferred stock, par value $0.01 per share.
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Our common stock is the only class or series of our securities which has been registered under Section 12 of the Securities Exchange Act of 1934, as
amended, and is listed on The Nasdaq Capital Market under the symbol DCTH. Of the 10,000,000 authorized shares of preferred stock, an aggregate of 52,960 shares are designated as Series E Preferred Stock or Series E-1 Preferred Stock. As of June 25, 2021, there were outstanding 7,021,839 shares of our common stock and an aggregate of 14,986.59 shares of Series E Preferred Stock and Series
E-1 Preferred Stock.
As of June 25, 2021, there were 2,475,000 shares of the Companys common stock
reserved under the Delcath Systems, Inc. 2020 Omnibus Equity Incentive Plan, of which 1,881,608 shares remained available to be issued. As of June 25, 2021, we had (a) 3,773,266 shares of common stock issuable upon the exercise of outstanding
warrants, including (i) 11 common stock warrants, (ii) 1,765,355 Series E and Series E-1 Warrants, (iii) 1,851,900 Series F Warrants, and (iv) 156,000 Series F
Pre-funded Warrants at a weighted average exercise price of $9.59 per share and (b) 1,091,891 shares of common stock issuable upon the exercise of outstanding options with a weighted average exercise price of
$12.69 per share.
Common Stock
Voting rights. Our shares of common stock are entitled to voting rights for the election of directors and for all other matters
requiring stockholder action. Each holder of common stock is entitled to one vote for each share, except as otherwise required by law, and subject to the rights of the holders of preferred stock. The common stock does not have cumulative voting
rights.
Dividend rights. Holders of our common stock are entitled to receive such dividends, if any, as may be declared
from time to time by our board of directors in its discretion out of funds legally available therefor. Holders of common stock share ratably in any dividends declared by our board of directors, subject to any preferential dividend rights of any
outstanding preferred stock. Dividends consisting of shares of common stock may be paid to holders of shares of common stock. We do not intend to pay cash dividends in the foreseeable future.
Liquidation rights. Upon our liquidation or dissolution, the holders of our common stock will be entitled to receive, pro rata,
all assets remaining available for distribution to stockholders after payment of all liabilities and provision for the liquidation of any shares of preferred stock at the time outstanding.
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