Celsion Corporation Announces $1.8 Million Registered Direct Offering
December 20 2016 - 2:45PM
Celsion Corporation (the “Company”) (NASDAQ:CLSN) today announced
that it has entered into a definitive agreement with several
institutional investors to purchase an aggregate of
approximately $1.8 million of shares of common stock in a
registered direct offering.
The Company agreed to sell an aggregate of
approximately 5.2 million shares of common stock at a price of
$0.35 per common share in the registered direct offering.
Additionally, the investors will receive, for each share of common
stock purchased in the registered direct offering, a warrant to
purchase a share of common stock. The warrants have an exercise
price of $0.46 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 December 23, 2016, subject to the satisfaction of
customary closing conditions.
Rodman & Renshaw, a unit of H.C. Wainwright
& Co., LLC 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 in the registered direct
offering are expected to be approximately $1.6 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
(but not the 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
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., LLC, 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 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
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 in the
registered direct offering and the warrants and the closing of the
transaction described in this press release, 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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