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

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

Item 1.01

Entry into a Material Definitive
Agreement.

As previously reported, on May 27, 2015, Celsion Corporation (the
Company) entered into a securities purchase agreement with
certain investors to which the Company agreed, among other
things, to issue warrants (the 2015 Warrants) to purchase up to
139,284 shares of common stock of the Company, par value $0.01
(Common Stock), to such investors in a registered direct
offering. Also as previously reported, on December 20, 2016, the
Company entered into a securities purchase agreement with certain
investors to which the Company agreed, among other things, to
issue warrants (the 2016 Warrants and together with the 2015
Warrants, the Original Warrants) to purchase up to 367,343 shares
of Common Stock to such investors in a registered direct
offering.

As previously reported, on June 22, 2017, the Company entered
into a termination agreement in connection with a cancelled
registered direct transaction (the Termination Agreement). to the
terms of the Termination Agreement, the Company agreed, among
other things, to reprice the Original Warrants to an exercise
price equal to $1.65 per share (the Reduced Exercise Price). In
connection therewith, the Company received acceptance of the
reprice offer (the Acceptance) from one holder on the same date
and entered, also on the same date, into Warrant Exercise
Agreements (the Exercise Agreements) with another holder of the
Original Warrants (the Exercising Holders), which Exercising
Holders own, in the aggregate, Original Warrants exercisable for
404,587 shares of Common Stock. to the Acceptance and the
Exercise Agreements, the Exercising Holders and the Company
agreed that the Exercising Holders would exercise their Original
Warrants with respect to 241,324 shares of Common Stock
underlying such Original Warrants for the Reduced Exercise Price.

The Company expects to receive aggregate gross proceeds of
approximately $400,000 from the exercise of the Original Warrants
by the Exercising Holders.

The description of terms and conditions of the Exercise
Agreements set forth herein do not purport to be complete and are
qualified in their entirety by reference to the full text of the
form of Exercise Agreement, which is attached hereto as Exhibit
10.1.

Item 3.03

Material Modifications to Rights of Security
Holders.

The information contained above in Item 1.01 is hereby
incorporated by reference into this Item 3.03.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description

10.1

Form of Warrant Exercise Agreement



Celsion CORP Exhibit
EX-10.1 2 ex10-1.htm EXHIBIT 10.1 ex10-1.htm Exhibit 10.1   [ ],…
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).