CELSION CORPORATION (NASDAQ:CLSN) Files An 8-K Material Modification to Rights of Security Holders

CELSION CORPORATION (NASDAQ:CLSN) Files An 8-K Material Modification to Rights of Security Holders

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Item 3.03

Material Modifications to Rights of Security
Holders.

On May 26, 2017, Celsion Corporation, a Delaware corporation
(Celsion), filed a Certificate of Amendment to Certificate of
Incorporation with the Secretary of State of the State of
Delaware (the Certificate of Amendment), which has effected a
reverse stock split of the outstanding common stock, par value
$0.01 per share, of Celsion (Common Stock) at an exchange ratio
of 14-to-1 (the Reverse Stock Split) and set the number of
authorized shares of common stock, par value $0.01 per share, of
Celsion outstanding immediately after the Reverse Stock Split
(New Common Stock) at 112.5 million shares.

As previously disclosed in a Current Report on Form 8-K filed on
May 16, 2017, the stockholders of Celsion voted at the 2017
Annual Meeting of Stockholders held on May 16, 2017 to approve
the grant of discretionary authority to the board of directors of
Celsion to amend the Certificate of Incorporation of Celsion, as
amended, at any time on or prior to the date of the 2018 Annual
Meeting of Stockholders, to effect a reverse stock split at an
exchange ratio within the specified range. The board of directors
of Celsion has approved the exchange ratio of 14-to-1 and the
filing of the Certificate of Amendment.

As a result of the Reverse Stock Split, every fourteen (14)
shares of Common Stock outstanding immediately prior to the
effectiveness of the Reverse Stock Split have been combined and
converted into one share of New Common Stock without any change
in the par value per share. No fractional shares will be issued
in connection with the Reverse Stock Split. Stockholders who
would otherwise be entitled to a fraction of one share of New
Common Stock as a result of the Reverse Stock Split will instead
receive an amount in cash equal to such fraction multiplied by
the closing sale price of Common Stock on The NASDAQ Capital
Market on May 30, 2017, as adjusted for the Reverse Stock Split.

The above description of the Certificate of Amendment and the
Reverse Stock Split is qualified in its entirety by reference to
the Certificate of Amendment, a copy of which is attached hereto
as Exhibit 3.1.

Item 5.03

Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.

On May 26, 2017, Celsion filed the Certificate of Amendment with
the Secretary of State of the State of Delaware, a copy of which
is attached hereto as Exhibit 3.1 and incorporated herein by
reference, to effect the Reverse Stock Split and set the number
of authorized shares of New Common Stock at 112.5 million shares.
The description of the Certificate of Amendment and the Reverse
Stock Split set forth in Item 3.03 of this Current Report is
incorporated herein by reference.

Item 8.01

Other Events.

On May 26, 2017, Celsion issued a press release titled Celsion
Corporation Announces Stock Consolidation, a copy of which is
attached hereto as Exhibit 99.1.

Item 9.01

Financial Statements and Exhibits.

(d)Exhibits.

Exhibit

No.

Description

3.1

Certificate of Amendment to Certificate of Incorporation of
Celsion Corporation

99.1

Press release titled Celsion Corporation Announces Stock
Consolidation issued by Celsion Corporation on May 26, 2017


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).

CELSION CORPORATION (NASDAQ:CLSN) Recent Trading Information

CELSION CORPORATION (NASDAQ:CLSN) closed its last trading session down -3.061 at 0.230 with 600,166 shares trading hands.

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