CELSION CORPORATION (NASDAQ:CLSN) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01Entry into a Material Definitive Agreement.
As previously reported, on June 19, 2017, Celsion Corporation (
Celsion) entered into a securities purchase agreement (the
Securities Purchase Agreement) with certain investors to which
Celsion agreed, among other things, to issue common stock and
warrants to such investors in a registered direct offering.
On June 22, 2017, Celsion entered a termination agreement (the
Termination Agreement) with the same investors to which Celsion
and such investors agreed, among other things, to terminate the
Securities Purchase Agreement (provided, however, that the
indemnification provisions of the Securities Purchase Agreement,
would remain in full force and effect) and that Celsion would pay
the fees and expenses of each investor and its respective
advisers, counsel, accountants and other experts, if any, and all
other expenses incurred by such investor incident to the
negotiation, preparation, execution, delivery and performance of
the Termination Agreement.
Concurrently with the Termination Agreement, Celsion entered into
a separate ancillary agreement (the Ancillary Agreements) with
certain investors to which Celsion agreed to the following:
|
Celsion will not issue, enter into any agreement to issue |
o |
A 5-year Warrant to purchase 100% of the number of shares |
o |
A 1-year Warrant to purchase 100% of the number of shares |
The definitive documents will be in form and substance the same
(or not on worse terms to the investor, as determined by the
investor) as the terms and conditions of the Securities Purchase
Agreement and form of warrant terminated to the Termination
Agreement. In no event will more than three unaffiliated
investors be permitted to participate in any single offering.
Relevant Percentage will mean the percentage equivalent to (i)
the dollar amount next to Subscription Amount provided on the
investors page to the Securities Purchase Agreement divided by
(ii) $5,429,800, provided if any other investor under the
Purchase Agreement (Other investors) declines to participate, the
investors Relevant Percentage will be adjusted hereunder upwards
to be among the participating investors.
|
To pay to each investor an amount equivalent to any loss |
|
That none of the terms offered to any other investor with |
|
Celsion agrees to offer to the investor until 5:00p.m. ET |
Item 8.01 Other Events
On June 22, 2017, Celsion Corporation, a Delaware corporation,
issued a press release titled Celsion Corporation Announces
Cancellation of 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 |
Celsion CORP ExhibitEX-99.1 2 ex99-1.htm EXHIBIT 99.1 ex99-1.htm Exhibit 99.1 Celsion Corporation Announces Cancellation of Registered Direct Offering LAWRENCEVILLE,…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).