DELCATH SYSTEMS, INC. — Major Shareholding Notification 2021

Jun 25, 2021

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 13D

(Amendment No. 4)

(Rule 13d-101)

Under the Securities Exchange Act of 1934

Delcath Systems, Inc.

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(Name of Issuer)

Common Shares

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(Title of Class of Securities)

24661P807

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(CUSIP Number)

1633 Broadway,22nd Floor, Suite C, New York, NY 10019

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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 23, 2021

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(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. x

Note : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

• 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 disclosures provided in a prior cover page.

The information required on 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. 24661P807 13D Page 2 of 8 Pages

| 1. | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Rosalind Advisors, Inc. | |
| --- | --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) o | |
| 3. | SEC
USE ONLY | |
| 4. | SOURCE
OF FUNDS (see instructions) OO | |
| 5. | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o | |
| 6. | CITIZENSHIP
OR PLACE OF ORGANIZATION ONTARIO, CANADA | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE
VOTING POWER 0 |
| | 8. | SHARED
VOTING POWER 406,500
shares of Common Stock 1,090,121
shares of Common Stock issuable upon conversion of 10,901 preferred stock (see Item 5) 1 1,253,958
shares of Common Stock issuable upon exercise of warrants (see Item 5) |
| | 9. | SOLE
DISPOSITIVE POWER 0 |
| | 10. | SHARED
DISPOSITIVE POWER 406,500
shares of Common Stock 1,090,121
shares of Common Stock issuable upon conversion of 10,901 preferred stock (see Item 5) 1,253,958
shares of Common Stock issuable upon exercise of warrants (see Item 5) |
| 11. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 406,500
shares of Common Stock 1,090,121
shares of Common Stock issuable upon conversion of 10,901 preferred stock (see Item 5) 1,253,958
shares of Common Stock issuable upon exercise of warrants (see Item 5) | |
| 12. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) o | |
| 13. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9% 1 | |
| 14. | TYPE
OF REPORTING PERSON (see instructions) CO | |

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1 As more fully described in Item 5, the shares of Preferred Stock and Warrants are subject to a 9.99% blocker, and the percentage set forth in row (13) gives effect to such blockers. However, as more fully described in Item 5, the securities reported in rows (8), (10) and (11) show the number of shares of Common Stock that would be issuable upon full conversion and exercise of such reported securities and do not give effect to such blockers. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blockers, is less than the number of securities reported in rows (8), (10) and (11).

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CUSIP No. 24661P807 13D Page 3 of 8 Pages

| 1. | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Steven Salamon | |
| --- | --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) o | |
| 3. | SEC
USE ONLY | |
| 4. | SOURCE
OF FUNDS (see instructions) OO | |
| 5. | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o | |
| 6. | CITIZENSHIP
OR PLACE OF ORGANIZATION ONTARIO, CANADA | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE
VOTING POWER 4,500 shares of Common Stock |
| | 8. | SHARED
VOTING POWER 406,500 shares of Common Stock 1,090,121
shares of Common Stock issuable upon conversion of 10,901 preferred stock (see Item 5) 1 1,253,958
shares of Common Stock issuable upon exercise of warrants (see Item 5) |
| | 9. | SOLE
DISPOSITIVE POWER 4,500 shares of Common Stock |
| | 10. | SHARED
DISPOSITIVE POWER 406,500 shares of Common Stock 1,090,121
shares of Common Stock issuable upon conversion of 10,901 preferred stock (see Item 5) 1 1,253,958
shares of Common Stock issuable upon exercise of warrants (see Item 5) |
| 11. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 12. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) o | |
| 13. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9% 1 | |
| 14. | TYPE
OF REPORTING PERSON (see instructions) IN | |

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CUSIP No. 24661P807 13D Page 4 of 8 Pages

| 1. | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Gil Aharon | |
| --- | --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) o | |
| 3. | SEC
USE ONLY | |
| 4. | SOURCE
OF FUNDS (see instructions) OO | |
| 5. | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o | |
| 6. | CITIZENSHIP
OR PLACE OF ORGANIZATION ONTARIO, CANADA | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE
VOTING POWER 2,000 shares of Common Stock |
| | 8. | SHARED
VOTING POWER 406,500
shares of Common Stock 1,090,121
shares of Common Stock issuable upon conversion of 10,901 preferred stock (see Item 5) 1 1,253,958
shares of Common Stock issuable upon exercise of warrants (see Item 5) |
| | 9. | SOLE
DISPOSITIVE POWER 2,000 shares of Common Stock |
| | 10. | SHARED
DISPOSITIVE POWER 406,500 shares of Common Stock 1,090,121
shares of Common Stock issuable upon conversion of 10,901 preferred stock (see Item 5) 1 1,253,958
shares of Common Stock issuable upon exercise of warrants (see Item 5) |
| 11. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 12. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) o | |
| 13. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9% 1 | |
| 14. | TYPE
OF REPORTING PERSON (see instructions) IN | |

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CUSIP No. 24661P807 13D Page 5 of 8 Pages

| 1. | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Rosalind Opportunities Fund I L.P. | |
| --- | --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) o | |
| 3. | SEC
USE ONLY | |
| 4. | SOURCE
OF FUNDS (see instructions) OO | |
| 5. | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o | |
| 6. | CITIZENSHIP
OR PLACE OF ORGANIZATION ONTARIO, CANADA | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE
VOTING POWER 0 |
| | 8. | SHARED
VOTING POWER 406,500 shares of Common Stock 388,621
shares of Common Stock issuable upon conversion of 3,886 preferred stock (see Item 5) 949,484
shares of Common Stock issuable upon exercise of warrants (see Item 5) |
| | 9. | SOLE
DISPOSITIVE POWER 0 |
| | 10. | SHARED
DISPOSITIVE POWER 400,000 shares of Common Stock 388,621
shares of Common Stock issuable upon conversion of 3,886 preferred stock (see Item 5) 949,484
shares of Common Stock issuable upon exercise of warrants (see Item 5) |
| 11. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 12. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) o | |
| 13. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9% 1 | |
| 14. | TYPE
OF REPORTING PERSON (see instructions) PN | |

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| CUSIP No. 24661P807 |
| --- |
| The
following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”). Rosalind Advisors, Inc., Rosalind
Opportunities Fund I L.P., and Rosalind Master Fund L.P. previously jointly filed a statement on Schedule 13G pursuant to Rule
13d-1(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result of a change in purpose,
the Reporting Persons (as hereinafter defined) are transitioning to a Schedule 13D. |

Item 1. Security and Issuer.

| (a) | This statement relates to the
Preferred Stock (the “Shares”) of Delcath Systems, Inc., a Delaware corporation (the “Company”). |
| --- | --- |
| (b) | Address
of Issuer’s Principal Executive Offices: 1633 Broadway 22nd Floor, Suite C New York, NY 10019 |

Item 2. Identity and Background.

| (a) | This
statement is filed by: (i) Rosalind
Advisors, Inc. (“Advisor” to ROFI & RMF) (ii) Steven Salamon (“President” and portfolio manager of the Advisor) (iii) Gil Aharon (“Secretary” and portfolio manager of the Advisor) Each of the foregoing
is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the
Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting
Persons are hereby filing a joint Schedule 13D. |
| --- | --- |
| (b) | Address
of the Principal Office or, if none, residence Rosalind Advisors,
Inc. 175 Bloor Street
East Suite 1316, North
Tower Toronto, Ontario M4W 3R8 Canada Steven Salamon 175 Bloor Street
East Suite 1316, North
Tower Toronto, Ontario M4W 3R8 Canada Gil Aharon 175 Bloor Street East Suite 1316, North Tower Toronto, Ontario M4W 3R8 Canada |

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CUSIP No. 24661P807 13D Page 7 of 8 Pages

| (c) | The principal business of Rosalind
Advisors, Inc. is to operate as an investment advisory firm and to make public equity investments. The principal occupation
of Mr. Salamon is serving as the Portfolio Manager and President of Rosalind Advisors, Inc., which advises ROFI & RMF. |
| --- | --- |
| (d) | No Reporting Person has, during the last
five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | No Reporting Person has, during the last
five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Mr. Salamon is a citizen of Canada, resident
in Ontario |

Item 3. Interest in Securities of the Issuer.

Amount beneficially owned:

The information as of the date of the event which requires filing of this statement required by Items 5(a) – (c) is set forth in Rows 7 – 13 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. The percentage set forth in Row 13 of the cover page for each Reporting Person is based on 6,472,398 shares of Common Stock issued and outstanding as of May 11, 2021, as represented in the Company’s Form 10-Q filed with the Securities and Exchange Commission on May 11, 2021, and assumes the exercise of the Company's reported warrants (the "Reported Warrants") and the conversion of the Company’s reported preferred stock (the “Reported Preferred Stock”), subject to the Blockers (as defined below).

Pursuant to the terms of (i) the certificate of designations containing the terms of the Reported Preferred Stock, the Reporting Persons cannot convert the Reported Preferred Stock to the extent the Reporting Persons would beneficially own, after any such conversion, more than 9.99% of the outstanding shares of Common Stock (the "Preferred Stock Blockers") and (ii) the Reported Warrants, the Reporting Persons cannot exercise the Reported Warrants to the extent the Reporting Persons would beneficially own, after any such exercise, more than 4.99% of the outstanding shares of Common Stock (the "Warrant Blockers" and collectively with the Preferred Stock Blockers, the "Blockers"), and the percentage set forth in Row 11 of the cover page for each Reporting Person gives effect to the Blockers. Consequently, as of the date of the event which requires the filing of this statement, the Reporting Persons were not able to exercise all of the Reported Preferred Stock or any of the Reported Warrants due to the Blockers.

Rosalind Advisors, Inc. is the investment advisor to ROFI and RMF and may be deemed to be the beneficial owner of shares held by ROFI and RMF. Steven Salamon is the portfolio manager of the Advisor and may be deemed to be the beneficial owner of shares of Preferred Stock held, and underlying the Reported Warrants (subject to the Warrant Blockers) held by, RMF. Notwithstanding the foregoing, the Advisor and Mr. Salamon disclaim beneficial ownership of any such shares.

Item 4. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

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CUSIP No. 24661P807 13D Page 8 of 8 Pages

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.

ROSALIND
/s/
Steven Salamon
Name
President,
Rosalind Advisors, Inc.
Title
06/25/2021
Date