Delcath shareholders approve doubling authorized shares to 80M and 2.65M increase in equity plan

At the Annual Meeting, the stockholders of the Company approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the authorized number of shares of Common Stock from 40,000,000 shares to 80,000,000 shares. The increase in the authorized number of shares of the Common Stock was effected pursuant to a Certificate of Amendment of the Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) filed with the Secretary of State of the State of Delaware on June 12, 2023 and was effective as of such date.

Proposal 2. Stockholders approved the amendment of the Company’s Amended and Restated Certificate of Incorporation to increase the total number of shares of its Common Stock authorized for issuance from 40,000,000 shares to 80,000,000 shares.

Proposal 6. Stockholders approved a non-binding advisory vote on the compensation of the Company’s named executive officers.

Proposal 3. Stockholders approved the amendment to the Company’s 2020 Omnibus Equity Incentive Plan to increase by 2,650,000 the number of shares of Common Stock available under thereunder.

Proposal 1. Stockholders elected each of the following nominees to serve as Class II directors on the Company’s Board of Directors (the “Board”) until the Company’s 2026 Annual Meeting of Stockholders or until his successor has been duly elected and qualified.

Proposal 7. Stockholders approved a non-binding advisory vote on the preferred frequency of holding future advisory votes on compensation of the Company’s named executive officers.

Proposal 5. Stockholders ratified the selection by the Audit Committee of the Board of Marcum, LLP as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2023.

Proposal 4. Stockholders approved the potential issuance in excess of 19.99% of the Company’s outstanding Common Stock upon the conversion of the Company’s Series F-1 Convertible Preferred Stock, par value $0.01 per share, Series F-2 Convertible Preferred Stock, par value $0.01 per share, Series F-3 Convertible Preferred Stock, par value $0.01 per share and Series F-4 Convertible Preferred Stock, par value $0.01 per share (collectively, the “Series F Preferred Stock”) at less than the “minimum price” under Nasdaq Listing Rule 5635, if required pursuant to the terms of the Certificate of Designation of Preferences, Rights and Limitations of Series F Convertible Voting Preferred Stock governing the Series F Preferred Stock.