[8-K] Delcath Systems Inc Reports Material Event

Rhea-AI Filing Summary

Delcath Systems, Inc. reported a material corporate governance event filing on Form 8-K noting that its Amended and Restated By-Laws were adopted and are effective immediately. The document identifies an amended version dated August 12, 2025 and an interactive cover page data file dated August 15, 2025. The filing is signed by David Hoffman, listed as General Counsel, Chief Compliance Officer and Secretary. No other operational, financial or transaction details are provided in the disclosed text.

Positive

• Governance framework updated with an Amended and Restated By-Laws dated August 12, 2025
• Formal filing and signature by General Counsel and Secretary indicates corporate sign-off

Negative

• No text of the bylaw changes provided in the excerpt, preventing assessment of investor impact
• No financial or operational details accompany the filing excerpt to show material effects

Insights

Corporate Governance Analyst

Bylaws updated; governance structure changed but specifics are not disclosed.

The company adopted Amended and Restated By-Laws dated August 12, 2025, which signals a formal change in governance rules that could affect board procedures, shareholder meetings, or officer authorities.

Risks and dependencies hinge on the undisclosed provisions: without the bylaw text, it is unclear whether changes alter voting thresholds, advance notice requirements, or other shareholder rights. Monitor the filed bylaw text and any subsequent proxy disclosures for specific changes within the next 30–90 days.

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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, 2025

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: (212) 489-2100

(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:

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, 2025, 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, among other things:

• clarify procedural and informational requirements in connection with stockholder nominations of directors and submission of stockholder proposals pursuant to advance notice provisions;

• update certain provisions related to the election of officers and the Chairperson of the Board as well as their duties;

• describe the indemnification rights and the related obligations of the Company with respect to its directors, officers and other agents; and

• incorporate administrative, modernizing, clarifying and conforming changes, including but not limited to, updates related to notice periods and remote communications.

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, 2025
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.

Date: August 15, 2025				DELCATH SYSTEMS, INC.
				By:		/s/ David Hoffman
				Name:		David Hoffman
				Title:		General Counsel, Chief Compliance Officer and Secretary

FAQ

What did Delcath Systems (DCTH) report in the Form 8-K?

The company reported adoption of Amended and Restated By-Laws effective immediately, with the amended bylaws dated August 12, 2025.

When were the amended bylaws dated and filed for DCTH?

The amended bylaws are dated August 12, 2025 and the interactive cover page data file is dated August 15, 2025.

Who signed the 8-K for Delcath Systems (DCTH)?

The filing excerpt is signed by David Hoffman, named as General Counsel, Chief Compliance Officer and Secretary.

Does the filing excerpt disclose the specific bylaw provisions changed?

No. The provided text does not include the bylaw language or summarize specific provisions that were amended.

Is there any financial or transaction information in this 8-K excerpt?

No. The excerpt contains governance updates only and does not include financial results or transaction details.