February 6, 2012
VIA EDGAR – CORRESPONDENCE
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549
Attention: Amanda Ravitz, Assistant Director
| Re: | Delcath Systems, Inc. |
Registration Statement on Form S-3
Filed December 29, 2011
File No. 333-178819
Dear Ms. Ravitz:
This letter is being submitted in response to the Securities and Exchange Commission’s (the “Commission”) letter dated January 20, 2012 (the “Comment Letter”), regarding the staff of the Commission’s (the “Staff”) review of Delcath System, Inc.’s (the “Company”) Registration Statement on Form S-3 (the “Registration Statement”). Amendment No. 1 to the Registration Statement (the “Amendment”), as filed with the Commission on the date hereof, includes changes made in response to the Staff’s comments set forth in the Comment Letter.
The Company’s responses to the Staff’s comments set forth below correspond to the numbers assigned to each comment in the Comment Letter. To facilitate the Staff’s review, we have reproduced the text of the Staff’s comments in italics below. All references to page numbers and captions (other than those in the Staff’s comments) correspond to the page numbers and captions in the Amendment.
810 Seventh Avenue, 35th Fl., New York, NY 10019 | Tele: 212-489-2100 | Fax: 212-489-2102
Amanda Ravitz
Securities and Exchange Commission
February 6, 2012
Page 2
Prospectus Summary, page 1
| 1. | Please quantify in this section your history of losses. Also, please disclose in this section the source of the funds you are using to currently operate your business. |
The disclosure on page 1 has been revised in response to the Staff’s comment.
| 2. | Please expand your summary to disclose the current regulatory status of your potential product with the Food and Drug Administration. |
The disclosure on page 1 has been revised in response to the Staff’s comment.
Signatures
| 3. | Please indicate who signed your document in the capacity of principal accounting officer or controller. |
The Company’s Vice President, Controller & Principal Accounting Officer has signed the document in response to the Staff’s comment.
We appreciate your feedback on the Registration Statement. If you have further comments or questions related to our response to your letter, please call me at (212) 489-2100 (ext. 248).
Sincerely,
/s/ Peter J. Graham
Peter J. Graham
Executive Vice President,
General Counsel