Celsion Corporation (NASDAQ:CLSN) Files An 8-K Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
On January 27, 2021, Celsion Corporation, a Delaware Corporation (the “Company”), received a notice from the Nasdaq Listing Qualifications department. The notice stated that, as a result of Dr. Alberto Martinez’s resignation on December 31, 2020, the Company is no longer in compliance with Nasdaq’s audit committee requirement under Listing Rule 5605 to maintain a committee of at least three independent members. On December 28, 2020, Dr. Alberto Martinez, a Class II member of the Board of Directors (the “Board”) of the Company announced that he has decided to retire from the Company’s Board of Directors effective December 31, 2020. Dr. Martinez was a member of the Audit and Compensation Committees of the Board. Upon reaching the age of 71, Dr. Martinez’s decision to retire from the Board was for personal reasons and not because of any disagreement with management or the Board relating to the Company’s operations, policies or practices. Dr. Martinez’s current term as a Class II director was scheduled to end at the Company’s 2021 Annual Meeting of Stockholders.
In accordance with Nasdaq Listing Rule 5605(c)(4), Nasdaq has provided the Company with the following cure period to regain compliance:
| ● | until the earlier of the Company’s next annual shareholders’ meeting or December 31, 2021; or |
| ● | if the next annual shareholders’ meeting is held before June 29, 2021, then the Company must evidence compliance no later than June 29, 2021. |
Dr. Donald Braun, an independent member of the Company’s Board, has agreed to serve on the Audit Committee to fill the vacancy created by Dr. Martinez’s retirement. Dr. Braun’s appointment will satisfy the applicable requirements of the Nasdaq Listing Rules and will be ratified by the Board at their next regularly scheduled Board meeting in March 2021.
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).
