DELCATH SYSTEMS INC

Evaluation of Disclosure Controls and Procedures

The Company’s management, with the participation of its Chief Executive Officer and Chief Accounting Officer, performed an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) of the Exchange Act). Based on that evaluation, the Chief Executive Officer and Chief Accounting Officer concluded that our disclosure controls and procedures were effective as of December 31, 2023.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act. Our internal control system is designed to provide reasonable assurance regarding the preparation and fair presentation of financial statements for external purposes in accordance with generally accepted accounting principles. All internal control systems, no matter how well designed, have inherent limitations and can provide only reasonable assurance that the objectives of the internal control system are met.

We have performed an evaluation of the effectiveness of our internal control over financial reporting, based on criteria established by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in its 2013 Internal Control-Integrated Framework. Based on that evaluation, our management, including our Chief Executive Officer and Chief Accounting Officer, concluded that our internal control over financial reporting was effective as of December 31, 2023.

The Remediation of Material Weakness

Management, with the input, oversight and support of our audit committee, has completed the following steps, which management believes assisted us in remediating the material weakness in our internal control over financial reporting relating to the detection and application of our expense policy of share-based compensation as further described in our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 27, 2023.

a. As of April 2023, the stock option expense platform utilized by the Company was updated to appropriately expense share-based compensation using the accelerated method chosen by the Company.

b. A manual review of each new grant is completed to confirm the accelerated expense method has been applied.

c. Monthly, the Company recalculates a selection from new grants and compares against the stock option expense platform.

In 2023, we completed our remediation activities and found them to be effective. As a result, we have concluded that the material weakness related to share-based compensation has been remediated as of December 31, 2023.

Changes in Internal Control Over Financial Reporting

During the most recently completed fiscal quarter, there have been no material changes to the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.