CELSION CORPORATION (NASDAQ:CLSN) Files An 8-K Entry into a Material Definitive Agreement

CELSION CORPORATION (NASDAQ:CLSN) Files An 8-K Entry into a Material Definitive Agreement

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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
or announce the issuance or proposed issuance of any shares
of common stock or common stock equivalents (Subsequent
Offering) unless, in lieu of such Subsequent Offering,
Celsion first grants the investor the right to purchase,
whether in a single offering or multiple offerings of
securities of Celsion after the of the Termination
Agreement, at least $2,000,000 of registered securities
(which will be structured similarly to the Securities
Purchase Agreement to prevent excessive beneficial
ownership through a preferred or pre-funded warrant
structure). As to any Subsequent Offering, the investor
will be granted the right to purchase not less than its
Relevant Percentage (as defined below) of the amount of
securities offered in such offering or multiple offerings,
up to an aggregate amount to such investor of $2,000,000,
at an effective purchase price per share of common stock
that is the lesser of 86% of the closing price on the
business day preceding entry into a stock purchase
agreement in connection therewith and $2.75 (Purchase
Price) and two series of warrant coverage as follows:

o

A 5-year Warrant to purchase 100% of the number of shares
of common stock (or equivalents) offered thereby with an
exercise price equal to the Purchase Price; and

o

A 1-year Warrant to purchase 100% of the number of shares
of common stock (or equivalents) offered thereby with an
exercise price no higher than $8.00.

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
such investor suffered as a result of any sale of common
stock subsequent to execution of the Securities Purchase
Agreement and prior to the execution of the Agreement to
the extent that such investor had insufficient shares on
June 22, 2017 to cover such sale of common stock.

That none of the terms offered to any other investor with
respect to any ancillary agreement (or any amendment,
modification or waiver thereof) entered into in connection
with a termination of the Securities Purchase Agreement
(Other Agreement), is or will be more favorable in any
material respect to such Other investor than those of the
investor and the Ancillary Agreement. If, and whenever on
or after the date hereof, Celsion enters into an Other
Agreement, then (i) Celsion will provide notice thereof to
the investor promptly following the occurrence thereof and
(ii) the terms and conditions of the Ancillary Agreement
will be, without any further action by the investor or
Celsion, automatically amended and modified in an
economically and legally equivalent manner such that the
investor will receive the benefit of the more favorable
terms and conditions (as the case may be) set forth in such
Other Agreement. The provisions of this paragraph will
apply similarly and equally to each Other Agreement.

Celsion agrees to offer to the investor until 5:00p.m. ET
on June 23, 2017 the right to reprice the exercise of all
of the Common Stock purchase warrants set forth on Annex I
attached hereto to an exercise price of $1.65. If the
investor accepts the offer, Celsion and the investor hereby
agree to enter into a warrant repricing letter
substantially in the form of Annex II hereto.

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
Cancellation of Registered Direct Offering issued by
Celsion Corporation on June 22, 2017.



Celsion CORP Exhibit
EX-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).

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