| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 1, 2023, and effective as of the date thereof, Delcath Systems, Inc. (the “Company”) appointed Sandra Pennell as Senior Vice President of Finance and principal financial and accounting officer of the Company. Anthony Dias, the Company’s former principal financial and accounting officer, will continue to serve in his capacity as the Company’s Vice President of Finance.
Ms. Pennell, 44, previously served as Vice President, Finance of Invivyd, Inc., a biopharmaceutical company working on antibody-based therapies from July 2021 until April 2023. Prior to that, Ms. Pennell served as Vice President, Corporate Controller and Principal Accounting Officer of Vericel Corporation, an advanced cell therapies company, from September 2020 to September 2021, and prior to that as Controller, Senior Director from January 2015 to August 2020. Ms. Pennell is a Certified Public Accountant and holds a Bachelor of Science in Accounting from University of Illinois Urbana-Champaign and a Master of Accountancy from Gies College of Business at University of Illinois Urbana-Champaign.
Ms. Pennell will receive an annual base salary of $295,000, pro-rated for 2023, a bonus of up to 35% of her pro-rated annual base salary, subject to certain bonus achievements, for fiscal year 2023, and a new hire equity grant consisting of an option to purchase 100,000 shares of common stock of the Company, at a price per share equal to the closing price of the Company’s common stock on the Nasdaq Stock Market on June 12, 2023, and which shall vest over three years with one third vesting on June 1, 2024 and the remainder vesting in equal monthly installments over the twenty-four months following June 1, 2024. The foregoing equity grant is contingent upon the stockholders of the Company approving an increase in the Company’s authorized common stock at its annual stockholder meeting, scheduled for June 12, 2023. There are no arrangements or understandings between Ms. Pennell and any other persons pursuant to which she was selected as an officer of the Company. There are also no family relationships between Ms. Pennell and any director or executive officer of the Company and Ms. Pennell has no direct or indirect material interest in any related party transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
| Item 7.01 | Regulation FD Disclosure |
On June 7, 2023, the Company issued a press release announcing Ms. Pennell’s appointment as principal accounting officer and principal financial officer of the Company, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
