CELSION CORPORATION (NASDAQ:CLSN) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On June 22, 2020, Celsion Corporation, a Delaware corporation (the “Company”), entered into an underwriting agreement (the “Underwriting Agreement”) with Oppenheimer & Co. Inc. (the “Underwriter”), relating to the issuance and sale (the “Offering”) of 2,666,667 shares (the “Shares”) of the Company’s common stock, $0.01 par value per share (the “Common Stock”).
to the terms of the Underwriting Agreement, the Underwriter agreed to purchase the Shares at a price of $3.4875 per share. The Underwriter offered the Shares at a public offering price of $3.75 per Share, reflecting an underwriting discount equal to $0.2625, or 7.0% of the public offering price.
The net proceeds to the Company from the sale of the Shares, after deducting the underwriting discount and estimated offering expenses payable by the Company, are approximately $9.1 million. The Offering is expected to close on June 24, 2020.
This Offering was made to the Company’s effective shelf registration statement on Form S-3 (File No. 333- 227236) filed with the Securities and Exchange Commission on September 7, 2018, and declared effective on October 12, 2018, including the base prospectus dated October 12, 2018 included therein and the related prospectus supplement.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriter including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties, and termination provisions. to the Underwriting Agreement, until December 31, 2020, the Underwriter shall have a right of first refusal to act as sole underwriter, initial purchaser, placement/selling agent, or arranger, as the case may be, on any new financing for the Company (excluding equipment lease financings, loans or grants from governmental authorities or in connection with government programs and financings relating to or sales of tax attributes) during such period. The Underwriter shall have the sole right to determine whether or not any other broker dealer shall have the right to participate in any such offering and the economic terms of any such participation
to the Underwriting Agreement, subject to certain exceptions, the Company and certain of the Company’s executive officers and directors have agreed that, without the prior written consent of the Underwriter and subject to certain negotiated exceptions, they will not, for a period of 60 days, in either case, following the date of the final prospectus supplement, sell or otherwise dispose of any of the Company’s securities held by them.
The foregoing summary of the Underwriting Agreement, does not purport to be complete and is subject to, and qualified in its entirety by, the Underwriting Agreement attached as Exhibit 1.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
A copy of the opinion of Baker & McKenzie LLP relating to the legality of the issuance and sale of the Shares in the Offering is attached as Exhibit 5.1 hereto. This Current Report on Form 8-K does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Item 8.01 Other Events
On June 22, 2020, the Company issued a press release regarding the Offering described in Item 1.01 above. A copy of the press release is attached hereto as Exhibit 99.1, and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 1.1 | Underwriting Agreement, dated as of June 22, 2020, by and between Celsion Corporation and Oppenheimer & Co. Inc. |
| 5.1 | Opinion of Baker & McKenzie LLP |
| 23.1 | Consent of Baker & McKenzie, LLP (included in Exhibit 5.1) |
| 99.1 | Press Release, dated June 22, 2020, announcing the proposed public offering |
Celsion CORP Exhibit
EX-1.1 2 ex1-1.htm Exhibit 1.1 EXECUTION VERSION 2,…
To view the full exhibit click here
About CELSION CORPORATION (NASDAQ:CLSN)
Celsion Corporation is an oncology drug development company. The Company’s product candidate is ThermoDox, a heat-activated liposomal encapsulation of doxorubicin, which is in Phase III clinical trial for treatment of primary liver cancer (the OPTIMA Study) and a Phase II clinical trial for treatment of recurrent chest wall breast cancer (the DIGNITY Study). Its pipeline also includes GEN-1, a deoxyribonucleic acid (DNA) mediated immunotherapy for the localized treatment of ovarian and brain cancers. It has over three platform technologies for the development of treatments for those suffering with difficult-to-treat forms of cancer, including Lysolipid Thermally Sensitive Liposomes, a heat sensitive liposomal based dosage form that targets disease with known therapeutics in the presence of mild heat; TheraPlas, a nucleic acid-based treatment for local transfection of therapeutic plasmids, and TheraSilence, a systemic dosage form for lung directed anti-cancer ribonucleic acid (RNA).
