CELSION CORPORATION (NASDAQ:CLSN) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01Entry into a Material Definitive Agreement.
On December 20, 2016, Celsion Corporation, a Delaware corporation
(the Company), entered into a Securities Purchase Agreement (the
Purchase Agreement) with several investors, to which the Company
agreed to issue and sell, in a registered direct offering (the
Offering), an aggregate of 5,142,843 shares (the Shares) of
common stock, par value $0.01 per share, of the Company (Common
Stock) at an offering price of $0.35 per share for gross proceeds
of approximately $1.8 million before the deduction of the
placement agent fee and offering expenses. The Shares are being
offered by the Company to a registration statement on Form S-3
(File No. 333-206789), which was initially filed with the
Securities and Exchange Commission (the Commission) on September
4, 2015 and was declared effective by the Commission on September
25, 2015 (the Registration Statement).
In a concurrent private placement (the Private Placement), the
Company agreed to issue to the investors warrants, each to
purchase one share of Common Stock (the Warrants, and
collectively with the Shares, the Securities). The Warrants are
initially exercisable six months following issuance, and
terminate five and one-half years following issuance. The
Warrants have an exercise price of $0.46 per share and are
exercisable to purchase an aggregate of 5,142,843 shares of
Common Stock. Subject to limited exceptions, a holder of a
Warrant will not have the right to exercise any portion of its
warrants if the holder, together with its affiliates, would
beneficially own in excess of 9.99% of the number of shares of
Common Stock outstanding immediately after giving effect to such
exercise (the Beneficial Ownership Limitation); provided,
however, that upon 61 days prior notice to the Company, the
holder may increase or decrease the Beneficial Ownership
Limitation, provided that in no event shall the Beneficial
Ownership Limitation exceed 9.99%.
The Warrants and the shares of our Common Stock issuable upon the
exercise of the Warrants are not being registered under the
Securities Act of 1933, as amended (the Securities Act), are not
being offered to the Registration Statement and are being offered
to the exemption provided in Section 4(a)(2) under the Securities
Act and Rule 506(b) promulgated thereunder. We will be required
to file a registration statement on Form S-1within 45 calendar
days of the issuance of the Warrants to provide for the resale of
the shares of Common Stock issuable upon the exercise of the
Warrants and will be obligated to use our commercially reasonable
efforts to keep such registration statement effective until the
earliest of (i) the date on which all of the shares of commons
stock issuable upon the exercise of the Warrants have been sold
under the registration statement or Rule 144 under the Securities
Act, (ii) the date on which the shares of Common Stock issuable
upon the exercise of the Warrants may be sold without volume or
manner-of-sale restrictions to Rule 144 under the Securities Act
and (iii) the termination of the Warrants.
The closing of the Offering and the Private Placement is subject
to satisfaction of customary closing conditions set forth in the
Purchase Agreement and is currently expected to occur on or about
December 23, 2016. The Purchase Agreement also contains
representations, warranties, indemnification and other provisions
customary for transactions of this nature. Under the Purchase
Agreement, the Company is prohibited, for a period ofthree months
after the closing, from effecting or entering into an agreement
to issue 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 to
the extent such issuance or sale involves certain variable
conversion, exercise or exchange prices or such agreement
provides for sale of securities ata price to be determined in the
future. In connection with this offering, we have agreed not to
sell any additional shares to at-the-market offerings under the
Controlled Equity Offering Sales Agreement by and between Cantor
Fitzgerald Co. and us, dated as of February 1, 2013, until the
six-month anniversary of the closing date of this offering.
On December 19, 2016, the Company entered into an amended
Engagement Agreement (the Engagement Agreement) with H.C.
Wainwright Co., LLC to which the Company engaged Rodman Renshaw,
a unit of H.C. Wainwright Co., LLC, as the sole placement agent
in connection with the Offering and the Private Placement. The
placement agent is not purchasing or selling any Securities the
Company is selling but has agreed to use it reasonable best
efforts to arrange for the sale of the Securities. The Company
agreed to pay the placement agent a placement agent fee in cash
equal to 6.5% of the gross proceeds from the sale of the
Securities and reimburse the expenses of the placement agent for
up to $25,000 for its legal fees and expenses in connection with
this offering and up to $10,000 for its other out-of-pocket
expenses in connection with this offering. The Engagement
Agreement also contains representations, warranties,
indemnification and other provisions customary for transactions
of this nature.
The foregoing summaries of the Purchase Agreement andthe Warrants
do not purport to be complete and are subject to, and qualified
in their entirety by, such documents attached as Exhibits 10.1
and 4.1, respectively, to this Current Report on Form 8-K, which
are incorporated herein by reference.
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 3.02.Unregistered Sales of Equity
Securities.
The information contained in Item 1.01 of this Current Report on
Form 8-K in relation to the Common Stock, theWarrants and the
shares of our Common Stock issuable upon the exercise thereof is
incorporated herein by reference.
Item 9.01Financial Statements and Exhibits.
(d)Exhibits.
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Exhibit No. |
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Description |
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4.1 |
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Form of Common Stock Purchase Warrant. |
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5.1 |
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Opinion of Sidley Austin LLP. |
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10.1 |
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Securities Purchase Agreement dated as of December 20, |
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23.1 |
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Consent of Sidley Austin LLP (included in Exhibit 5.1). |
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23.2 |
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Consent of Stegman Company, independent registered public |
About CELSION CORPORATION (NASDAQ:CLSN)