Delcath Systems, Inc. filed a Form 8-K on August 14, 2026, disclosing that its Board of Directors amended and restated the company's Bylaws effective August 12, 2026, adding exclusive forum provisions for certain legal claims.

Key Highlights

  • Board action: The Board of Directors, acting on the recommendation of the Nominating and Corporate Governance Committee, amended and restated the company's Bylaws effective August 12, 2026.
  • Delaware forum: The Court of Chancery of the State of Delaware (or, if it lacks subject matter jurisdiction, the federal district court for the District of Delaware) is designated as the exclusive forum for internal corporate claims.
  • Federal forum: The federal district courts of the United States are designated as the exclusive forum for claims arising under the Securities Act of 1933, as amended.
  • Consent carve-out: Both exclusive forum provisions apply unless the company consents in writing to an alternative forum.
  • Signatory: The filing was signed by David Hoffman, General Counsel, Chief Compliance Officer and Secretary.

Delcath Systems Board Adopts Exclusive Forum Bylaws Provisions

Delcath Systems, Inc. (NASDAQ:DCTH) disclosed in the August 14, 2026 filing that its Board of Directors amended and restated the company's Amended and Restated By-Laws, with the changes taking effect immediately on August 12, 2026. According to the filing, the Board acted upon the recommendation of the Nominating and Corporate Governance Committee in approving the updated Bylaws.

The central changes reported in the filing concern the designation of exclusive legal forums. The filing states that, unless the company consents in writing to an alternative forum, the Court of Chancery of the State of Delaware - or, if it lacks subject matter jurisdiction, the federal district court for the District of Delaware - is the exclusive forum for internal corporate claims. Separately, the federal district courts of the United States are designated as the exclusive forum for claims arising under the Securities Act of 1933, as amended.

The filing notes that the description of the Bylaws amendment "does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws," a copy of which was attached as Exhibit 3.1 and incorporated by reference. The full text of the Amended and Restated By-Laws of Delcath Systems, Inc. is dated August 12, 2026.

What Was Disclosed

Delcath Systems reported that its Board amended and restated the company's Bylaws on August 12, 2026, adding exclusive forum clauses covering internal corporate claims and Securities Act of 1933 claims, subject to a written consent carve-out.