First Amendment to 8% Senior Secured Convertible Promissory Notes between Delcath Systems, Inc. and Noteholders
Delcath Systems, Inc. and the holders of its 8% Senior Secured Convertible Promissory Notes have agreed to amend the terms of these notes. The amendments set the conversion price at $1.75 per share, require Delcath to use all of the first $2.5 million and half of any additional proceeds from certain financings to repay the notes, and specify that all interest will accrue and be paid at maturity. These changes apply to notes issued in June and July 2018, with maturity dates in 2018, 2019, and 2020.
EXHIBIT 10.6
DELCATH SYSTEMS, INC.
FIRST AMENDMENT TO
8% SENIOR SECURED CONVERTIBLE PROMISSORY NOTES
Issuance Date: June 4, 2018
Date of Amendment: August __, 2018 (“Amendment Date”)
1. AMENDMENT OF NOTES. The 8% Senior Secured Convertible Promissory Notes Due December 4, 2018 and December 4, 2019 issued by Delcath Systems, Inc. on June 4, 2018 are hereby amended as follows:
(a) the Conversion Price is $1.75;
(b) Company will use 100% of the first $2,500,000 in net proceeds from the Rights Offering and any other equity or convertible financing for which proceeds are received after the Amendment Date (each, a “Subsequent Financing”), and 50% of all other net proceeds from any Subsequent Financings, to pay the Notes until satisfied in full; and
(c) all interest due under the Notes shall accrued and be payable on the Maturity Date.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGES FOLLOW]
1
IN WITNESS WHEREOF, the Company has caused this First Amendment to 8% Senior Secured Convertible Promissory Notes to be duly executed as of the Amendment Date set out above.
| DELCATH SYSTEMS, INC. | ||
| By: | ||
| Name: | Jennifer K. Simpson | |
| Title: | President and Chief Executive Officer | |
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGE FOR HOLDER FOLLOWS]
2
[HOLDER SIGNATURE PAGES TO DELCATH SYSTEMS, INC. FIRST AMENDMENT
TO 8% SENIOR SECURED CONVERTIBLE PROMISSORY NOTES]
IN WITNESS WHEREOF, the undersigned have caused this First Amendment to 8% Senior Secured Convertible Promissory Notes to be duly executed by their respective authorized signatories as of the date first indicated above.
| Name of Purchaser: | ||
| Signature of Authorized Signatory of Purchaser: |
| |
| Name of Authorized Signatory: |
| |
| Title of Authorized Signatory: |
| |
3
DELCATH SYSTEMS, INC.
FIRST AMENDMENT TO
8% SENIOR SECURED CONVERTIBLE PROMISSORY NOTES
Issuance Date: July 20, 2018
Date of Amendment: August __, 2018 (“Amendment Date”)
1. AMENDMENT OF NOTES. The 8% Senior Secured Convertible Promissory Notes Due January 20, 2019 and January 20, 2020 issued by Delcath Systems, Inc. on July 20, 2018 are hereby amended as follows:
(a) the Conversion Price is $1.75;
(b) Company will use 100% of the first $2,500,000 in net proceeds from the Rights Offering and any other equity or convertible financing for which proceeds are received after the Amendment Date (each, a “Subsequent Financing”), and 50% of all other net proceeds from any Subsequent Financings, to pay the Notes until satisfied in full; and
(c) all interest due under the Notes shall accrued and be payable on the Maturity Date.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGES FOLLOW]
4
IN WITNESS WHEREOF, the Company has caused this First Amendment to 8% Senior Secured Convertible Promissory Notes to be duly executed as of the Amendment Date set out above.
| DELCATH SYSTEMS, INC. | ||
| By: | ||
| Name: | Jennifer K. Simpson | |
| Title: | President and Chief Executive Officer | |
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGE FOR HOLDER FOLLOWS]
5
[HOLDER SIGNATURE PAGES TO DELCATH SYSTEMS, INC. FIRST AMENDMENT
TO 8% SENIOR SECURED CONVERTIBLE PROMISSORY NOTES]
IN WITNESS WHEREOF, the undersigned have caused this First Amendment to 8% Senior Secured Convertible Promissory Notes to be duly executed by their respective authorized signatories as of the date first indicated above.
| Name of Purchaser: | ||
| Signature of Authorized Signatory of Purchaser: |
| |
| Name of Authorized Signatory: |
| |
| Title of Authorized Signatory: |
| |
6
