Celsion Corporation (NASDAQ:CLSN) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On January 22, 2021, Celsion Corporation, a Delaware Corporation (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with several institutional investors, to which the Company agreed to issue and sell, in a registered direct offering (the “Offering”), an aggregate of 25,925,925 shares (the “Shares”) of common stock, par value $0.01 per share, of the Company (“Common Stock”), at an offering price of $1.35 per share for gross proceeds of approximately $35 million before the deduction of the Placement Agents (as defined below) fee and offering expenses. The Shares are being offered by the Company to a registration statement on Form S-3 (File No. 333-227236) (the “Registration Statement”) and a registration statement on Form S-3 (File No. 333-252320) filed to Rule 462 under the Securities Act of 1933, as amended (the “Securities Act”). The Purchase Agreement contains customary representations, warranties and agreements by the Company and customary conditions to closing. The closing of the Offering is expected to occur on January 26, 2021.
In connection with the Offering, the Company entered into a placement agent agreement (the “Placement Agent Agreement”) with A.G.P./Alliance Global Partners (together with Brookline Capital Markets, the “Placement Agents”) to which the Company agreed to pay the Placement Agents a cash fee equal to 7% of the aggregate gross proceeds raised from the sale of the securities sold in the Offering and reimburse the Placement Agents for certain of its expenses in an amount not to exceed $82,500.
The Placement Agent Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Placement Agents, including for liabilities under the Securities Act, other obligations of the parties and termination provisions.
Under the Purchase Agreement and Placement Agent Agreement, the Company and its subsidiary are prohibited, for a period of 90 days after the closing, from issuing, entering into any agreement to issue or announcing the issuance or proposed issuance of any shares of common stock or any other securities that are at any time convertible into, or exercisable or exchangeable for, or otherwise entitle the holder thereof to receive common stock, without the prior written consent of the placement agents or the investors participating in the offering, subject to specific exceptions.
The foregoing summaries of the Purchase Agreement and the Placement Agent Agreement do not purport to be complete and are subject to, and qualified in their entirety by, such documents attached as Exhibits 10.1 and 1.1, respectively, to this Current Report on Form 8-K, which are incorporated herein by reference.
The representations, warranties and covenants contained in the Purchase Agreement and the Placement Agent Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the such agreements and are subject to limitations agreed upon by the contracting parties. Accordingly, the Purchase Agreement and the Placement Agent Agreement are incorporated herein by reference only to provide investors with information regarding the terms of the Purchase Agreement and the Placement Agent Agreement and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the Securities and Exchange Commission.
The legal opinion, including the related consent, of Baker & McKenzie LLP relating to the issuance and sale of the Shares is filed as Exhibit 5.1 hereto.
Item 8.01 Other Events
The Company issued a press release announcing the Offering on January 22, 2021. 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.
(a) Not Applicable.
(b) Not Applicable.
(c) Not Applicable.
(d) Exhibits
| 1.1 | Placement Agent Agreement, dated January 22, 2021, between Celsion Corporation and A.G.P./Alliance Global Partners |
| 5.1 | Opinion of Baker & McKenzie LLP |
| 10.1 | Form of Securities Purchase Agreement between Celsion Corporation and the investors therein, dated January 22, 2021 |
| 23.1 | Consent of Baker & McKenzie LLP (including in Exhibit 5.1) |
| 99.1 | Press Release of Celsion Corporation dated January 22, 2021 announcing the pricing of the Offering |
Celsion CORP Exhibit
EX-1.1 2 ex1-1.htm Exhibit 1.1 January 22,…
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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).