UNITED STATES

  SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549  

 

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

 

Date of report (Date of earliest event reported): June 19, 2017

 

 CELSION CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

 

Delaware	001-15911	52-1256615
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

 

997 Lenox Drive, Suite 100

Lawrenceville, NJ 08648

 

Registrant’s telephone number, including area code: (609) 896-9100

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

  

Emerging growth company ☐

  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

  

 

Item 8.01 Other Events.

 

On June 19, 2017, Celsion Corporation, a Delaware corporation, issued a press release titled “Celsion Corporation Announces $5.4 Million Registered Direct Offering.” A copy of the press release is attached hereto as Exhibit 99.1.

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

  

Exhibit No.		Description
99.1		Press release titled “Celsion Corporation Announces $5.4 Million Registered Direct Offering” issued by Celsion Corporation on June 19, 2017.

 

  

 SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	CELSION CORPORATION
Date: June 19, 2017	By:	/s/Jeffrey W. Church
		Jeffrey W. Church
		Senior Vice President and Chief Financial Officer

 

 

EXHIBIT INDEX
Exhibit No.			Description
99.1			Press release titled “Celsion Corporation Announces $5.4 Million Registered Direct Offering” issued by Celsion Corporation on June 19, 2017.

 

Exhibit 99.1

 

 

 

Celsion Corporation Announces $5.4 Million Registered Direct Offering

 

 

 

LAWRENCEVILLE, N.J. – June 19, 2017 - Celsion Corporation (the “Company”) (NASDAQ: CLSN) today announced that it has entered into definitive agreements with several institutional investors to purchase an aggregate of approximately $5.4 million of shares of common stock, or pre-funded warrants in lieu thereof, in a registered direct offering.

 

The Company agreed to sell an aggregate of approximately 2 million shares of common stock, or pre-funded warrants in lieu thereof, at a price of $2.75 per common share or warrant share, respectively, in the registered direct offering. Additionally, the investors will receive, for each share of common stock or pre-funded warrant purchased in the registered direct offering, a Series AAA warrant to purchase one (1) share of common stock and a Series BBB warrant to purchase one (1) share of common stock. The Series AAA warrants have an exercise price of $2.75 per share, are initially exercisable six months following issuance, and terminate five and one-half years following issuance. The Series BBB warrants have an exercise price of $8.00 per share, are immediately exercisable, and terminate one year following issuance. The closing of this offering is expected to take place on or about June 22, 2017, subject to the satisfaction of customary closing conditions.

 

Oppenheimer & Co. Inc. is acting as the sole placement agent in connection with this offering.

 

The estimated net proceeds to the Company from the sale of the shares of common stock or pre-funded warrants in the registered direct offering are expected to be approximately $4.8 million. The Company intends to use the net proceeds for general corporate purposes.

 

A shelf registration statement (File No. 333-206789) relating to the shares of common stock to be issued or shares of common stock underlying the pre-funded warrants in this offering (but not the Series AAA or Series BBB warrants or the shares of common stock underlying such warrants) was filed with and declared effective by the Securities and Exchange Commission (the “SEC”). A prospectus supplement relating to the offering of shares of common stock or shares of common stock underlying the pre-funded warrants to be issued will be filed by the Company with the SEC. Copies of the final prospectus supplement and the accompanying prospectus relating to the securities being offered may also be obtained, when available, from Oppenheimer & Co. Inc. Attention: Syndicate Prospectus Department, 85 Broad Street, 26th Floor, New York, NY 10004, or by telephone at (212) 667-8563, or by email at EquityProspectus@opco.com. Electronic copies of the final prospectus supplement and accompanying prospectus will also be available on the SEC's website at http://www.sec.gov. The Series AAA and Series BBB warrants and the shares of common stock underlying such warrants to be issued in the offering have not been registered under the Securities Act of 1933, as amended, or applicable state securities laws. Accordingly, the Series AAA and Series BBB warrants and shares of common stock underlying such warrants may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

 

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company in the registered direct offering or the concurrent private placement. There shall not be any offer, solicitation of an offer to buy, or sale of securities in any state or jurisdiction in which such an offering, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

Additional Information:

 

Statements made in this press release include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, regarding, but not limited to, the amount and use of proceeds the Company expects to receive from the sale of the shares of the securities offered, market conditions, and the closing of the transaction described in this press release, which is subject to customary conditions. Forward-looking statements can be identified by the use of words such as "may," "will," "expect," "anticipate," "estimate," "continue," or comparable terminology. Such forward-looking statements are inherently subject to certain risks, trends and uncertainties, many of which the Company cannot predict with accuracy and some of which the Company might not even anticipate, and involve factors that may cause actual results to differ materially from those projected or suggested. Readers are cautioned not to place undue reliance on these forward-looking statements and are advised to consider the factors listed above together with the additional factors under the heading "Forward-Looking Statements" and "Risk Factors" in the Company's Annual Report on Form 10-K, dated March 24, 2017, and Quarterly Report on Form 10-Q, dated May 12, 2017. The Company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events, new information or otherwise.

 

Investor Contact

 

Jeffrey W. Church

Senior Vice President & CFO

609-482-2455

jchurch@celsion.com