The information in this prospectus is not complete and may be changed. We may not
sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state
where the offer or sale is not permitted.
Subject to Completion, Dated April 20, 2018
250,000,000 Units Consisting of
Up to 250,000,000 Series A Units Consisting of One Share of Common Stock
and
Series D Warrants to
purchase Two Shares of Common Stock
Up to 250,000,000 Series B Units consisting
of pre-funded warrants
to purchase one Share of Common Stock
and Series D Warrants
to purchase up to two Shares of Common Stock
We are offering up to 250,000,000
Series A units in the aggregate each unit consisting of one share of our common stock and Series D common warrants to purchase two shares of our common stock. Each Series D common warrant contained in a unit has an exercise price of $0.02 per share.
The Series D common warrants contained in the Series A units will be exercisable on the later of one year from the date of issuance and the date of amendment to the articles of incorporation to increase the number of authorized shares of common
stock and the Series D common warrants will expire five years from the date of initial exercisability. The shares underlying the Series D common warrants are not being included for registration under this prospectus. The shares of common stock and
the Series D common warrants issued as part of the Series A units are immediately separable and will be issued separately, but can only be purchased together in this offering.
We are also offering for sale to each purchaser whose purchase of units in this offering would otherwise result in the purchaser, together with its affiliates
and certain related parties, beneficially owning more than 4.99% of our outstanding common stock immediately following the consummation of this offering, the opportunity to purchase, if the purchaser so chooses, Series B units (each Series B unit
consisting of
one pre-funded warrant
to purchase one share of our common stock and Series D common warrants to purchase two shares of our common stock) in lieu of units that would otherwise result in
the purchasers beneficial ownership exceeding 4.99% of our outstanding common stock (or at the election of the purchaser, 9.99%). The purchase price of each Series B unit will equal the price per unit being sold to the public in this offering
minus $0.001, and the exercise price of
each pre-funded warrant
included in the Series B unit will be $0.001 per share. This offering also relates to the shares of common stock issuable upon exercise
of
any pre-funded warrants
contained in the Series B units sold in this offering but not the shares underlying the Series D common warrants. Each Series D common warrant contained in a Series B unit
has an exercise price of $0.02 per share. The Series D common warrants contained in the Series B units will be exercisable one year from the date of issuance and will expire five years from the date of initial exercisability. For each Series B unit
we sell, the number of Series A units we are offering will be decreased on
a one-for-one basis.
The Series A units and the Series B units will not be issued or
certificated. The shares of common stock
or pre-funded warrants,
as the case may be, and the common warrants can only be purchased together in this offering but the securities contained in the Series
A units or Series B units will be issued separately. We will enter into
separate leak-out agreements
with each investor in the offering, pursuant to which each such investor will agree to certain
limits on sales of the shares of Common Stock purchased in this offering, including the share of Common Stock issuable upon exercise of the Series D Warrants.
When offered in the United States, this offering is being made only to investors which qualify as institutional investors under the securities laws
and regulations of their state of domicile.
Our common stock is quoted on the OTCQB under the symbol DCTH. The last reported sale price of our
common stock on January 31, 2018 was $0.0318 per share. There is no established public trading market for the warrants
or pre-funded warrants
and we do not expect a market to develop. In
addition, we do not intend to apply for listing of the
warrants pre-funded warrants
on any national securities exchange or other trading system.
Investing in our securities involves risks, including those described in the
Risk Factors
section beginning on page 10
of this prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these
securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
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|
|
|
|
|
|
|
|
|
|
|
|
|
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Per
Series A
Unit
(1)
|
|
|
Per
Series B
Unit
(1)
|
|
|
Total
|
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Price to the public
|
|
$
|
0.02
|
|
|
$
|
0.019
|
|
|
$
|
5,000,000
|
|
Placement Agent Fees
(2)
|
|
$
|
0.0014
|
|
|
$
|
0.0014
|
|
|
$
|
350,000
|
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Proceeds, before expenses, to us
(2)
|
|
$
|
0.0186
|
|
|
$
|
0.0186
|
|
|
$
|
4,650,000
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(1)
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The public offering price and placement agent fee per Series A unit and Series B unit corresponds to a public offering price per Series A unit of $0.02 and a public offering price per Series B unit of $0.019.
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(2)
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We have also agreed to reimburse the placement agent for certain of its expenses. See Plan of Distribution for a description of the compensation to be received by the placement agent. The amount of the
offering proceeds to us presented in this table does not give effect to any exercise of the warrants being issued which are not exercisable for one year from the date of issuance.
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We have retained Roth Capital Partners LLC as our exclusive placement agent to use its reasonable best efforts to solicit offers to purchase the securities in
this offering. The placement agent has no obligation to buy any of the securities from us or to arrange for the purchase or sale of any specific number or dollar amount of the securities. The placement agent is not required to sell any specific
number or dollar amount of securities being offered hereby but will use its best efforts to sell the securities offered. Because there is no minimum offering amount required as a condition to closing in this offering, the actual public offering
amount, placement agents fees, and proceeds to us, if any, are not presently determinable and may be substantially less than the total maximum offering amounts set forth above. Because the securities in this offering are being offered on a
best efforts basis, no person or entity is obligated to purchase any of the securities offered. No minimum amount is required to be sold, and no escrow account will be maintained. All proceeds, net of placement agent expenses and fees, will be
available to us upon receipt.
We have agreed to pay the placement agent a total cash fee equal to 7% of the gross proceeds of this offering. In addition to
the placement agents fees, we have agreed to pay the placement agent an expense allowance of $75,000, to reimburse the placement agent for fees and expenses of its legal counsel and its other out of pocket expenses, subject to increase only
with our prior approval. See Plan of Distribution.
The placement agent delivered the securities to the purchasers on or
about February 9, 2018.
Roth Capital Partners
The
date of this prospectus is April , 2018