DELCATH SYSTEMS, INC. — Major Shareholding Notification 2017

Feb 6, 2017

SC 13G/A 1 d297453dsc13ga.htm SC 13G AMENDMENT NO. 2 SC 13G Amendment No. 2

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Delcath Systems, Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

24661P401

(CUSIP Number)

December 31, 2016

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

a. ☐ Rule 13d-1(b)

b. ☒ Rule 13d-1(c)

c. ☐ Rule 13d-1(d)

• The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No. 24661P401

| 1. | Names of
Reporting Persons. Mitchell P. Kopin | |
| --- | --- | --- |
| 2. | Check the Appropriate Box if a Member
of a Group (See Instructions) (a) ☐ (b) ☐ | |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of
Organization United States of America | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power 0 |
| | 6. | Shared Voting Power 39,478 |
| | 7. | Sole Dispositive Power 0 |
| | 8. | Shared Dispositive Power 39,478 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 39,478 (see Item 4) | |
| 10. | Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions) ☐ | |
| 11. | Percent of Class Represented by Amount
in Row (9) 1.8% (see Item 4) | |
| 12. | Type of Reporting Person (See
Instructions) IN; HC | |

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CUSIP No. 24661P401

| 1. | Names of
Reporting Persons. Daniel B. Asher | |
| --- | --- | --- |
| 2. | Check the Appropriate Box if a Member
of a Group (See Instructions) (a) ☐ (b) ☐ | |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of
Organization United States of America | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power 0 |
| | 6. | Shared Voting Power 39,478 |
| | 7. | Sole Dispositive Power 0 |
| | 8. | Shared Dispositive Power 39,478 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 39,478 (see Item 4) | |
| 10. | Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions) ☐ | |
| 11. | Percent of Class Represented by Amount
in Row (9) 1.8% (see Item 4) | |
| 12. | Type of Reporting Person (See
Instructions) IN; HC | |

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CUSIP No. 24661P401

| 1. | Names of
Reporting Persons. Intracoastal Capital LLC | |
| --- | --- | --- |
| 2. | Check the Appropriate Box if a Member
of a Group (See Instructions) (a) ☐ (b) ☐ | |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of
Organization United States of America | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power 0 |
| | 6. | Shared Voting Power 39,478 |
| | 7. | Sole Dispositive Power 0 |
| | 8. | Shared Dispositive Power 39,478 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 39,478 (see Item 4) | |
| 10. | Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions) ☐ | |
| 11. | Percent of Class Represented by Amount
in Row (9) 1.8% (see Item 4) | |
| 12. | Type of Reporting Person (See
Instructions) OO | |

Page 4 of 6

This Amendment No. 2 is being filed jointly by the Reporting Persons and amends the Schedule 13G initially filed by the Reporting Persons with the Securities and Exchange Commission (the “ SEC ”) on July 27, 2015, as amended by Amendment No. 1 filed by the Reporting Persons on February 11, 2016 (the “ Schedule 13G ”).

Except as set forth below, all Items of the Schedule 13G remain unchanged. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13G.

Item 1.

(b) Address of Issuer’s Principal Executive Offices

1633 Broadway, Suite 22C

New York, New York 10019

Item 4. Ownership.

(a) and (b):

As of the close of business on December 31, 2016, each of the Reporting Persons may be deemed to have beneficial ownership of 39,478 shares of Common Stock, which consisted of (i) 37,500 shares of Common Stock issuable upon exercise of a warrant held by Intracoastal (“ Intracoastal Warrant 1 ”) and (ii) 1,978 shares of Common Stock issuable upon exercise of a second warrant held by Intracoastal (“ Intracoastal Warrant 2 ”), and all such shares of Common Stock in the aggregate represent beneficial ownership of approximately 1.8% of the Common Stock, based on (1) 2,197,431 shares of Common Stock outstanding on November 10, 2016 as reported by the Issuer, plus (2) 37,500 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1 and (3) 1,978 shares of Common Stock issuable upon exercise of Intracoastal Warrant 2.

(c) Number of shares as to which each Reporting Person has:

(i) Sole power to vote or to direct the vote: 0 .

(ii) Shared power to vote or to direct the vote: 39,478 .

(iii) Sole power to dispose or to direct the disposition of 0 .

(iv) Shared power to dispose or to direct the disposition of 39,478 .

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☒.

Item 10. Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 6, 2017

/s/ Mitchell P. Kopin
Mitchell P. Kopin
/s/ Daniel B. Asher
Daniel B. Asher
Intracoastal Capital LLC
By:	/s/ Mitchell P. Kopin
	Mitchell P. Kopin, Manager

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