CLSN Celsion Corporation

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): December 15, 2015

 

Celsion Corporation

 

(Exact Name of Registrant as Specified in Charter)

  

Delaware	001-15911	52-1256615
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

  

 

997 Lenox Drive, Suite 100 Lawrenceville, NJ		08648
(Address of principal executive office)		(Zip Code)

 

Registrant’s telephone number, including area code: (609) 896-9100

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):

 

 

[  ]	Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

[  ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

[  ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

[  ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.135-4(c))

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Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Effective December 15, 2015, the Board of Directors of Celsion Corporation, a Delaware corporation (the “Company”), appointed Dr. Andreas Voss and Dr. Donald Braun as Class III Directors.  Both Dr. Voss and Dr. Braun fill previously vacant seats.

 

Both Dr. Voss’ and Dr. Braun’s Class III terms will expire at the Company's Annual Meeting of Shareholders in 2016.  At the present time, neither Dr. Voss nor Dr. Braun has been appointed to any committees of the Company's Board of Directors.  Dr. Voss and Dr. Braun will receive standard non-employee director fees, including an initial grant of stock options under the Company's 2007 Stock Incentive Plan, as amended, to purchase 30,000 shares of the Company's common stock, vesting in three installments over three years, at an exercise price equal to the fair market value thereof on the effective date determined in accordance with the Plan. The outside director compensation plan is described in more detail in the Company's Definitive Proxy Statement for its 2015 Annual Meeting of Shareholders filed with the Securities and Exchange Commission (“SEC”) on April 30, 2015.

 

The Board of Directors has determined that both Dr. Voss and Dr. Braun are each an independent director in accordance with the applicable rules of the Securities and Exchange Commission and The NASDAQ National Market. Neither Dr. Voss nor Dr. Braun has any relationship with the Company that would require disclosure pursuant to Item 404(a) of SEC Regulation S-K.

 

On December 17, 2015, the Company issued a press release announcing the foregoing matters, a copy of which is attached hereto as Exhibit 99.1 to this Form 8-K.

 

 

  

Item 9.01  Financial Statement and Exhibits.

 

(d)  Exhibits.

 

Exhibit Number	Description
99.1	Press Release of the Company, dated December 17, 2015

 

 

  

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  

 

		CELSION CORPORATION
Date:  December 17, 2015	By:	/s/ Jeffrey W. Church
		Jeffrey W. Church
		Senior Vice President and Chief Financial Officer

 

 

  

Exhibit Index

  

Exhibit Number	Description
99.1	Press Release of the Company, dated December 17, 2015

 

Exhibit 99.1

 

 

  

Celsion Announces Appointment of Two New Members to Its Board of Directors

 

 

LAWRENCEVILLE, N.J. – December 17, 2015 – Celsion Corporation (NASDAQ: CLSN), a fully-integrated oncology company focused on the development of a portfolio of innovative cancer treatments, including directed chemotherapies, immunotherapies and RNA- or DNA-based therapies for the treatment of cancer and other difficult-to-treat diseases, today announced the appointment of Donald P. Braun, Ph.D. and Andreas Voss, M.D., to the Company’s Board of Directors.

 

“We are delighted and fortunate to welcome Dr. Voss and Dr. Braun, both of whom bring a wealth of experience and knowledge in oncology drug development to our Board,” said Michael H. Tardugno, Celsion's chairman, president and chief executive officer. “Dr. Voss’s international clinical experience and direct involvement with the development of Avastin® and Dr. Braun’s extensive experience in pre-clinical research and in particular with IL-12 will provide relevant and current insights for Celsion’s strategic framework and will be invaluable as we continue forward with the development of GEN-1, Celsion’s IL-12 immunotherapy candidate that has demonstrated a synergistic anti-cancer effect in preclinical combination studies with Avastin® and Doxil®.”

 

Dr. Braun brings over 30 years of research expertise in oncology, with a focus on immunotherapy and the effectiveness and impact of chemotherapy protocols on various cancers and tumor types, and currently serves as Vice President Translational Research and Chief Science Officer at the Cancer Treatment Centers of America. Prior to his current role, he was the Scientific Director of the Cancer Center and Professor of Medicine and Immunology at Rush Medical College in Chicago, and the Administrative Director of the Cancer Institute and a Professor of Surgery with tenure at the Medical College of Ohio. Dr. Braun has been appointed to and served on more than a dozen federal government and public advisory committees on oncology and immunology. He received his Ph.D. in Immunology and Microbiology from the University of Illinois at the Medical Center in Chicago.

 

Dr. Voss currently serves as Vice President of Clinical Affairs in Europe at Caris Life Sciences, a biotechnology company focused on implementing personalized medicine in oncology through its liquid biopsy technology. Prior to joining Caris in 2010, he was responsible for the global clinical development of Avastin® and a member of the Corporate Drug Safety Board at F. Hoffmann-La Roche. Before joining Roche in 2006, he was Medical Director for the Lung Cancer Disease Area at AstraZeneca, and from 2000 to 2003, he was the Medical Director for Anti-infectives and Oncology at Bayer GmbH. From 1996 to 2000, Dr. Voss was Head of Medical Research, Oncology at Asta Medica AG. Dr. Voss received his M.D. from the University of Hamburg Medical School and was a postdoctoral fellow at the University of California at San Diego. He is board certified in internal medicine.

 

About Celsion Corporation

 

Celsion is a fully-integrated oncology company focused on developing a portfolio of innovative cancer treatments, including directed chemotherapies, immunotherapies and RNA- or DNA-based therapies. The Company's lead program is ThermoDox®, a proprietary heat-activated liposomal encapsulation of doxorubicin, currently in Phase III development for the treatment of primary liver cancer and in Phase II development for the treatment of recurrent chest wall breast cancer. Celsion’s pipeline also includes GEN-1, a DNA-based immunotherapy for the localized treatment of ovarian and brain cancers. Celsion has two platform technologies for the development of novel nucleic acid-based immunotherapies and other anti-cancer DNA or RNA therapies, including TheraPlas™ and TheraSilence™. For more information on Celsion, visit our website: http://www.celsion.com.

 

 

 

Celsion wishes to inform readers that forward-looking statements in this release are made pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Readers are cautioned that such forward-looking statements involve risks and uncertainties including, without limitation, unforeseen changes in the course of research and development activities and in clinical trials; FDA and regulatory uncertainties and risks; the significant expense, time, and risk of failure of conducting clinical trials; possible acquisitions or licenses of other technologies, assets or businesses; possible actions by suppliers, competitors, regulatory authorities; and other risks detailed from time to time in the Celsion's periodic reports and prospectuses filed with the Securities and Exchange Commission. Celsion assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events, new information or otherwise.

 

Celsion Investor Contact

 

Jeffrey W. Church
Sr. Vice President and CFO
609-482-2455
jchurch@celsion.com

 

Celsion Media Contacts

 

Harriet Shelare
Director, Communications

806-483-1721
hshelare@celsion.com

 

Bill Berry

Berry & Company
212-253-8881
bberry@berrypr.com