Sec Form 4 Filing - MICHEL GERARD J @ DELCATH SYSTEMS, INC. - 2023-03-29

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person MICHEL GERARD J 2. Issuer Name and Ticker or Trading Symbol DELCATH SYSTEMS, INC. [ DCTH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O DELCATH SYSTEMS, INC.,, 1633 BROADWAY, SUITE 22C 3. Date of Earliest Transaction (MM/DD/YY) 03/29/2023 (Street) NEW YORK, NY10019 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 03/29/2023 P 19,646 A $ 4.84 ( 1 ) 197,235 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Tranche A Warrants to Purchase Common Stock $ 4.5 03/29/2023 P 31,110 03/29/2023( 2 ) ( 3 ) Common Stock 31,110 $ 0.125 ( 1 ) 31,110 D Tranche B Warrants to Purchase Common Stock $ 6 03/29/2023 P 16,666 03/29/2023( 2 ) ( 4 ) Common Stock 16,666 $ 0.125 ( 1 ) 16,666 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MICHEL GERARD J C/O DELCATH SYSTEMS, INC., 1633 BROADWAY, SUITE 22C NEW YORK, NY10019 X Chief Executive Officer Signatures /s/ Gerard Michel 03/30/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The common stock and Tranche A and Tranche B Warrants were acquired in the issuer's private placement of common stock and warrants, issued as part of a unit. The per unit purchase price was $5.09, including a purchase price of $4.84 per share of common stock and $0.125 for each of the Tranche A and Tranche B Warrants. Each unit consisted of one share of common stock and an accompanying common stock warrant valued at 140% of the aggregate purchase price (the Tranche A Warrant) and an accompanying common stock warrant valued at 100% of the aggregate purchase price (the Tranche B Warrant). ( 2 )The Tranche A Warrants and Tranche B Warrants are immediately exercisable. ( 3 )The Tranche A Warrants expire the earlier of (i) twenty-one (21) days following the date of the Issuer's public announcement of its receipt of written approval from the U.S. Food and Drug Administration of its New Drug Application for HEPZATO (the "FDA Approval") and (ii) March 31, 2026. ( 4 )The Tranche B Warrants expire the earlier of (i) twenty-one (21) days following the date of the Issuer's public announcement of record at least $10,000,000 in quarterly U.S. revenue from the commercialization of HEPZATO and (ii) March 31, 2026, provided, however, if the FDA Approval occurs on or before February 15, 2024 and the Tranche A Warrants have not been exercised in full on or before March 7, 2024, then the Tranche B Warrants shall automatically expire on March 8, 2024.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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