Subject to Completion, Dated April 9, 2018
500,000,000 Units Consisting of
Up to 500,000,000 Series C Units Consisting of One Share of Common Stock
and
Series E Warrants to
purchase One Share of Common Stock
Up to 500,000,000 Series D Units consisting of
pre-funded
warrants to purchase one Share of
Common Stock
and Series E Warrants to purchase up to one Share of Common Stock
We are offering up to 500,000,000 Series C units in the aggregate, each unit consisting of one share of our common stock and Series E common warrants to
purchase one share of our common stock. Each Series E common warrant contained in a unit has an exercise price of $ per share. The Series E common warrants contained in the
Series C 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 E common warrants will expire
five years from the date of initial exercisability. The shares underlying the Series E common warrants are not being included for registration under this prospectus. The shares of common stock and the Series E common warrants issued as part of the
Series C 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% (or at the election of the purchaser, 9.99%) of our
outstanding common stock immediately following the consummation of this offering, or to those purchasers that elect to purchase such securities in their sole discretion,, the opportunity to purchase, if the purchaser so chooses, Series D units (each
Series D unit consisting of one
pre-funded
warrant to purchase one share of our common stock and Series E common warrants to purchase one share 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 D unit will equal the price per Series C 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 D 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 D units sold in this offering but not the shares underlying the Series E common warrants in the Series D units. Each Series E common warrant
contained in a Series D unit has an exercise price of $ per share. The Series E common warrants contained in the Series D units will be exercisable the earlier of one year from
the date of issuance and the date of approval of increase in authorized shares and will expire five years from the date of initial exercisability. For each Series D unit we sell, the number of Series C units we are offering will be decreased on a
one-for-one
basis. The Series C units and the Series D units will not be issued or certificated. The shares of common stock or
pre-funded
warrants, as the case may be, and the Series E common warrants can only be purchased together in this offering but the securities contained in the Series C units or Series D units will be issued
separately.
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 March 20, 2018 was $0.0119 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 or
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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per
Series C
Unit
|
|
|
Per
Series D
Unit
|
|
|
Total
|
|
Price to the public
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Placement Agent Fees
(1)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Proceeds, before expenses, to us
(2)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
(1)
|
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.
|
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 cash fee equal to 7% of the gross proceeds of this offering. In addition, we have
agreed to reimburse the placement agent for fees and expenses of its legal counsel and other out of pocket expenses in the amount of $75,000. See Plan of Distribution.
The placement agent delivered the securities to the purchasers on or about , 2018.
Roth Capital Partners
The date of this prospectus is , 2018