Celsion Corporation Announces $6 Million Registered Direct Offering
June 13 2016 - 2:03PM
Celsion Corporation (the “Company”) (NASDAQ:CLSN) today announced
that it has entered into a definitive agreement with a single
healthcare dedicated institutional investor to purchase an
aggregate of approximately $6 million of shares of common stock, or
pre-funded warrants in lieu thereof, in a registered direct
offering.
The Company agreed to sell an aggregate of
approximately 4.4 million shares of common stock, or pre-funded
warrants in lieu thereof, at a price of $1.36 per common share or
warrant share, respectively, in the registered direct offering.
Additionally, the investors will receive, for each share of common
stock or pre-funded warrant purchased in the registered direct
offering, a Series A warrant to purchase 0.5 share of common stock,
a Series C warrant to purchase one share of common stock and a
Series D warrant to purchase 0.5 share of common stock. The
Series A warrants have an exercise price of $1.40 per share, are
initially exercisable six months following issuance, and terminate
five and one-half years following issuance, the Series C warrants
have an exercise price of $1.40 per share, are initially
exercisable six months following issuance, and terminate one year
following issuance, and the Series D warrants only become
exercisable ratably upon the exercise of the Series C warrants,
have an exercise price of $1.40 per share, are initially
exercisable six months following issuance, and terminate five and
one-half years following issuance. The closing of this offering is
expected to take place on or about June 16, 2016, subject to the
satisfaction of customary closing conditions.
H.C. Wainwright & Co. is acting as exclusive
placement agent in connection with this offering.
The estimated net proceeds to the Company from
the sale of the shares of common stock or pre-funded warrants in
the registered direct offering are expected to be approximately
$5.5 million. The Company intends to use the net proceeds for
general corporate purposes.
A shelf registration statement (File No.
333-206789) relating to the shares of common stock to be issued or
shares of common stock underlying the pre-funded warrants in this
offering (but not the Series A, Series C or Series D warrants or
the shares of common stock underlying such warrants) was filed with
and declared effective by the Securities and Exchange Commission
(the “SEC”). A prospectus supplement relating to the offering of
shares of common stock to be issued or shares of common stock
underlying the pre-funded warrants will be filed by the Company
with the SEC. Copies of the prospectus supplement, together with
the accompanying prospectus, can be obtained at the SEC’s website
at http://www.sec.gov, from request at H.C. Wainwright & Co.,
430 Park Avenue, New York, NY, 10022 by
e-mailing placements@hcwco.com, or from Celsion
Corporation, 997 Lenox Drive, Suite 100, Lawrenceville, NJ 08648,
Attention: Chief Financial Officer. The Series A, Series C and
Series D warrants and the shares of common stock underlying such
warrants to be issued in the offering have not been registered
under the Securities Act of 1933, as amended, or applicable state
securities laws. Accordingly, the Series A, Series C and Series D
warrants and shares of common stock underlying such warrants may
not be offered or sold in the United States except pursuant to an
effective registration statement or an applicable exemption from
the registration requirements of the Securities Act and such
applicable state securities laws.
This press release does not constitute an offer
to sell or the solicitation of an offer to buy any securities of
the Company in the registered direct offering or the concurrent
private placement. There shall not be any offer, solicitation of an
offer to buy, or sale of securities in any state or jurisdiction in
which such an offering, solicitation, or sale would be unlawful
prior to registration or qualification under the securities laws of
any such state or jurisdiction.
Additional Information:
Statements made in this press release include
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, regarding, but not
limited to, the amount and use of proceeds the Company expects to
receive from the sale of the shares of common stock or the pre-paid
warrants in the registered direct offering and the closing of the
transactions, which is subject to customary conditions.
Forward-looking statements can be identified by the use of words
such as "may," "will," "plan," "should," "expect," "anticipate,"
"estimate," "continue," or comparable terminology. Such
forward-looking statements are inherently subject to certain risks,
trends and uncertainties, many of which the Company cannot predict
with accuracy and some of which the Company might not even
anticipate, and involve factors that may cause actual results to
differ materially from those projected or suggested. Readers are
cautioned not to place undue reliance on these forward-looking
statements and are advised to consider the factors listed above
together with the additional factors under the heading
"Forward-Looking Statements" and "Risk Factors" in the Company's
Annual Reports on Form 10-K, as may be supplemented or amended by
the Company's Quarterly Reports on Form 10-Q. The Company assumes
no obligation to update or supplement forward-looking statements
that become untrue because of subsequent events, new information or
otherwise.
Investor Contact
Jeffrey W. Church
Senior Vice President & CFO
609-482-2455
jchurch@celsion.com
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