Delcath Systems updates bylaws with forum provisions

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Filing Exhibits & Attachments

Q: What is the new exclusive forum for internal corporate claims at Delcath Systems (DCTH)?

Q: How do the Delcath Systems (DCTH) Bylaws address Securities Act of 1933 claims?

Q: Who approved the amended and restated Bylaws at Delcath Systems (DCTH)?

8-K Event Classification

Key Terms

What corporate change did Delcath Systems (DCTH) report on August 12, 2026?

What is the new exclusive forum for internal corporate claims at Delcath Systems (DCTH)?

How do the Delcath Systems (DCTH) Bylaws address Securities Act of 1933 claims?

Who approved the amended and restated Bylaws at Delcath Systems (DCTH)?

Where can investors find the full text of Delcath Systems’ (DCTH) amended Bylaws?

The amended Bylaws designate the Court of Chancery of the State of Delaware as the exclusive forum for internal corporate claims. If that court lacks subject matter jurisdiction, the federal district court for the District of Delaware serves as the forum.

The updated Bylaws provide that the federal district courts of the United States are the exclusive forum for claims arising under the Securities Act of 1933, unless the company consents in writing to another forum.

The amended and restated Bylaws were approved by the Board of Directors of Delcath Systems, acting on a recommendation from its Nominating and Corporate Governance Committee. The changes became effective immediately on August 12, 2026.

Delcath Systems, Inc. updated its corporate governance documents by amending and restating its Bylaws, effective August 12, 2026.

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Form Type

8-K

Delcath Systems, Inc. updated its corporate governance documents by amending and restating its Bylaws, effective August 12, 2026. The Board of Directors, following a recommendation from the Nominating and Corporate Governance Committee, adopted provisions specifying where certain legal disputes must be brought.

The revised Bylaws provide that, unless Delcath consents in writing to an alternative forum, the Court of Chancery of the State of Delaware (or, if it lacks subject matter jurisdiction, the federal district court for the District of Delaware) is the exclusive forum for internal corporate claims. They also state that the federal district courts of the United States are the exclusive forum for claims arising under the Securities Act of 1933. The full Bylaws are filed as Exhibit 3.1.

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

exclusive forum, internal corporate claims, Court of Chancery of the State of Delaware, Securities Act of 1933

4 terms

exclusive forum regulatory

"the Bylaws were updated to provide that, unless the Company consents in writing to an alternative forum"

internal corporate claims regulatory

"is the exclusive forum for internal corporate claims"

Court of Chancery of the State of Delaware regulatory

"the Court of Chancery of the State of Delaware (or, if it lacks subject matter jurisdiction"

Securities Act of 1933 regulatory

"exclusive forum for claims arising under the Securities Act of 1933, as amended"

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Delcath Systems reported that its Board approved amended and restated Bylaws effective August 12, 2026. The changes focus on specifying exclusive forums for internal corporate claims and Securities Act-related claims.

The amended Bylaws designate the Court of Chancery of the State of Delaware as the exclusive forum for internal corporate claims. If that court lacks subject matter jurisdiction, the federal district court for the District of Delaware serves as the forum.

The updated Bylaws provide that the federal district courts of the United States are the exclusive forum for claims arising under the Securities Act of 1933, unless the company consents in writing to another forum.

The amended and restated Bylaws were approved by the Board of Directors of Delcath Systems, acting on a recommendation from its Nominating and Corporate Governance Committee. The changes became effective immediately on August 12, 2026.

The full text of the amended and restated Bylaws is included as Exhibit 3.1 to the report and is incorporated by reference, providing complete details of the new forum selection provisions.

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Available on EDGAR 08/14/2026 - 08:10 AM Accepted by SEC EDGAR 08/14/2026 - 08:09 AM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 12, 2026

Delcath Systems, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-16133

06-1245881

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

566 Queensbury Avenue

Queensbury, New York, 12804

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (518) 743-8892

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities pursuant to Section 12 (b) of the Act:

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading
Symbol(s)

Name of Each Exchange

on Which Registered

Common Stock, $0.01 par value

DCTH

The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Amended and Restated Bylaws

On August 12, 2026, the Board of Directors (the “Board”) of Delcath Systems, Inc. (the “Company”), acting upon the recommendation of the Nominating and Corporate Governance Committee of the Board, amended and restated the Company’s Amended and Restated By-Laws (the “Bylaws”), effective immediately. The Bylaws were updated to provide that, unless the Company consents in writing to an alternative forum, (i) the Court of Chancery of the State of Delaware (or, if it lacks subject matter jurisdiction, the federal district court for the District of Delaware) is the exclusive forum for internal corporate claims, and (ii) the federal district courts of the United States are the exclusive forum for claims arising under the Securities Act of 1933, as amended

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits


Exhibit No.		Description

3.1		Amended and Restated By-Laws of Delcath Systems, Inc. dated August 12, 2026

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Source: View Original Filing on SEC EDGAR

Date: August 14, 2026

DELCATH SYSTEMS, INC.

/s/ David Hoffman

David Hoffman

General Counsel, Chief Compliance Officer and Secretary

4 documents