NEW YORK, Dec. 29, 2017 (GLOBE NEWSWIRE) -- Delcath Systems, Inc. (OTCQB:DCTH), an interventional oncology company
focused on the treatment of primary and metastatic liver cancers, announces on December 28, 2017, it entered into exchange
agreements (collectively, “Exchange Agreements”), each by and between the Company and an investor from its June 2016 private
placement of senior secured convertible notes (as further exchanged, the “Notes”) originally issued pursuant to that certain
Securities Purchase Agreement, dated June 6, 2016, by and among the Company and such investors. Pursuant to the Exchange
Agreements, we (i) extinguished our remaining $3,027,408 in outstanding obligations under the Notes in full, (ii) obtained a
release of restrictions on $2,046,897.66 in restricted cash held in our control accounts, (iii) issued to the investors shares (the
“Shares”) of our common stock (or rights (“Rights”) to receive common stock to the extent such issuance of Shares would otherwise
result in the beneficial ownership by any such investor of more than 4.9% or 9.9% of our issued and outstanding stock), as
applicable, of an aggregate of 123,708,735 shares of our common stock (in each case, subject to trading restrictions set forth in
leak out agreements the Company separately entered into with each investor (collectively, the “Leak-Out Agreements”)) and (iv) a
cash payment to the investors of $829,830.54 from the restricted cash held in our control accounts. The number of shares of
the Company’s issued and outstanding common stock immediately following issuance of the initial Shares to the investors is
114,054,852.
The Rights may be exercised in whole or in part by an investor, without payment of additional consideration, at any time an
investor would not beneficially own more than 4.9% or 9.9% (as set forth in the applicable Exchange Agreement) of the Company’s
common stock (along with any shares of the Company’s common stock owned by any Attribution Parties) outstanding immediately after
giving effect to such exercise. The Shares and Rights were issued in transactions exempt from registration under
Section 4(a)(2) of the Securities Act of 1933, as amended, and the Shares and Rights were also issued in compliance with
Section 3(a)(9) thereunder such that for Rule 144 purposes the holding period for the Shares and Rights and shares of Company
common stock underlying the Rights may be tacked onto the holding period of the Notes.
The foregoing summaries of the terms of the Exchange Agreements and the Leak-Out Agreements do not purport to be complete and
are qualified in their entirety by the terms of the Exchange Agreements and the Leak-Out Agreements attached to its Current Report
on Form 8-K filed on December 29, 2017, as Exhibits 10.1 and 10.2, respectively, to the Current Report. Roth Capital Partners acted
as financial advisor with respect to the transactions described herein.
About Delcath Systems
Delcath Systems, Inc. is an interventional oncology Company focused on the treatment of primary and
metastatic liver cancers. Our investigational product – Melphalan Hydrochloride for Injection for use with the Delcath Hepatic
Delivery System (Melphalan/HDS) – is designed to administer high-dose chemotherapy to the liver while controlling systemic exposure
and associated side effects. We have commenced a global Phase 3 FOCUS clinical trial for Patients with Hepatic Dominant Ocular
Melanoma (OM) and plan to initiate a Registration trial for intrahepatic cholangiocarcinoma (ICC). Melphalan/HDS has not been
approved by the U.S. Food & Drug Administration (FDA) for sale in the U.S. In Europe, our system has been
commercially available since 2012 under the trade name Delcath Hepatic CHEMOSAT® Delivery System for Melphalan (CHEMOSAT), where it
has been used at major medical centers to treat a wide range of cancers of the liver.
Forward Looking Statements
Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made
by the Company or on its behalf. This news release contains forward-looking statements, which are subject to certain risks and
uncertainties that can cause actual results to differ materially from those described. Factors that may cause such differences
include, but are not limited to, uncertainties relating to: the timing and results of the Company’s clinical trials
including without limitation the OM and ICC clinical trial programs, timely enrollment and treatment of patients in the
global Phase 3 OM clinical trial, IRB or ethics committee clearance of the Phase 3 OM and ICC Registration trial
protocols from participating sites and the timing of site activation and subject enrollment in each trial, the impact of the
presentations at major medical conferences and future clinical results consistent with the data presented, approval of Individual
Funding Requests for reimbursement of the CHEMOSAT procedure, the impact, if any of ZE reimbursement on potential CHEMOSAT
product use and sales in Germany, clinical adoption, use and resulting sales, if any, for the CHEMOSAT system to deliver and filter
melphalan in Europe including the key markets of Germany and the UK, the Company’s ability to successfully commercialize the
Melphalan HDS/CHEMOSAT system and the potential of the Melphalan HDS/CHEMOSAT system as a treatment for patients with primary and
metastatic disease in the liver, our ability to obtain reimbursement for the CHEMOSAT system in various markets,, approval of the
current or future Melphalan HDS/CHEMOSAT system for delivery and filtration of melphalan or other chemotherapeutic agents for
various indications in the U.S. and/or in foreign markets, actions by the FDA or other foreign regulatory agencies, the Company’s
ability to successfully enter into strategic partnership and distribution arrangements in foreign markets and the timing and
revenue, if any, of the same, uncertainties relating to the timing and results of research and development projects, and
uncertainties regarding the Company’s ability to obtain financial and other resources for any research, development, clinical
trials and commercialization activities. These factors, and others, are discussed from time to time in our filings with the
Securities and Exchange Commission. You should not place undue reliance on these forward-looking statements, which speak only as of
the date they are made. We undertake no obligation to publicly update or revise these forward-looking statements to reflect events
or circumstances after the date they are made.
Contact:
Delcath Investor Relations
Email: investorrelations@delcath.com
