CUSIP
No. 15117N404
1.
|
Names
of Reporting Persons.
|
|
Mitchell
P. Kopin
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
|
|
(a) ☐
|
|
(b)
☐
|
3.
|
SEC
Use Only
|
|
|
4.
|
Citizenship
or Place of Organization
|
|
United States of America
|
|
5.
|
Sole
Voting Power
|
Number
of
|
|
0
|
Shares Beneficially
|
6.
|
Shared
Voting Power
|
Owned
by Each
|
|
3,059,007
|
Reporting
|
7.
|
Sole
Dispositive Power
|
Person
With:
|
|
0
|
|
8.
|
Shared
Dispositive Power
|
|
|
3,059,007
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
|
3,059,007
(see Item 4)
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
|
☐
|
11.
|
Percent
of Class Represented by Amount in Row (9)
|
|
5.2% (see Item 4)
|
12.
|
Type
of Reporting Person (See Instructions)
|
|
IN;
HC
|
CUSIP
No.
15117N404
1.
|
Names
of Reporting Persons.
|
|
Daniel
B. Asher
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
|
|
(a) ☐
|
|
(b)
☐
|
3.
|
SEC
Use Only
|
|
|
4.
|
Citizenship
or Place of Organization
|
|
United States of America
|
|
5.
|
Sole
Voting Power
|
Number
of
|
|
0
|
Shares Beneficially
|
6.
|
Shared
Voting Power
|
Owned
by Each
|
|
3,059,007
|
Reporting
|
7.
|
Sole
Dispositive Power
|
Person
With:
|
|
0
|
|
8.
|
Shared
Dispositive Power
|
|
|
3,059,007
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
|
3,059,007
(see Item 4)
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
|
☐
|
11.
|
Percent
of Class Represented by Amount in Row (9)
|
|
5.2%
(see Item 4)
|
12.
|
Type
of Reporting Person (See Instructions)
|
|
IN;
HC
|
CUSIP
No.
15117N404
1.
|
Names
of Reporting Persons.
|
|
Intracoastal
Capital LLC
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
|
|
(a) ☐
|
|
(b) ☐
|
3.
|
SEC
Use Only
|
|
|
4.
|
Citizenship
or Place of Organization
|
|
United States of America
|
|
5.
|
Sole
Voting Power
|
Number
of
|
|
0
|
Shares Beneficially
|
6.
|
Shared
Voting Power
|
Owned
by Each
|
|
3,059,007
|
Reporting
|
7.
|
Sole
Dispositive Power
|
Person
With:
|
|
0
|
|
8.
|
Shared
Dispositive Power
|
|
|
3,059,007
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
|
3,059,007
(see Item 4)
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
|
☐
|
11.
|
Percent
of Class Represented by Amount in Row (9)
|
|
5.2%
(see Item 4)
|
12.
|
Type
of Reporting Person (See Instructions)
|
|
OO
|
Item 1.
(a) Name of Issuer
Celsion Corporation
(the
“
Issuer
”)
(b) Address of Issuer’s Principal Executive
Offices
997 Lenox Drive, Suite 100
Lawrenceville, New Jersey 08648-2311
Item 2.
(a) Name of Person Filing
(b) Address of Principal Business Office or, if none, Residence
(c) Citizenship
This Schedule 13G is being filed on behalf
of (i) Mitchell P. Kopin, an individual who is a citizen of the United States of America (“
Mr. Kopin
”), (ii)
Daniel B. Asher, an individual who is a citizen of the United States of America (“
Mr. Asher
”) and (iii) Intracoastal
Capital LLC, a Delaware limited liability company (“
Intracoastal
” and together with Mr. Kopin and Mr. Asher,
collectively the “
Reporting Persons
”).
The Reporting Persons have entered into a Joint
Filing Agreement, a copy of which is filed with this Schedule 13G as
Exhibit 1
, pursuant to which the Reporting Persons
have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act
of 1934, as amended.
The principal business office of Mr. Kopin
and Intracoastal is 245 Palm Trail, Delray Beach, Florida 33483.
The principal business office of Mr. Asher
is 111 W. Jackson Boulevard, Suite 2000, Chicago, Illinois 60604.
(d) Title of Class of Securities
Common stock, $0.01 par value per share,
of the Issuer (the “
Common Stock
”).
(e) CUSIP Number
15117N404
Item 3.
|
If this statement is filed pursuant to §§240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a:
|
Not applicable.
(a) and (b):
(i)
As
of close of business on April 27, 2017, each of the Reporting Persons may be deemed
to have
beneficial ownership of 3,059,007 shares of Common Stock, which consists of
(i)
1,630,435
shares
of Common Stock issuable upon exercise of a warrant held by Intracoastal (“
Intracoastal Warrant 1
”),
and
(ii) 1,428,572
shares of Common Stock issuable upon exercise of a second warrant held
by
Intracoastal (“
Intracoastal Warrant 2
”),
and all such shares of Common Stock in the
aggregate represent beneficial ownership of approximately
5.2
% of the Common Stock,
based
on (1)
55,466,492 shares of Common Stock outstanding as of March 31, 2017 as reported by the Issuer
,
plus
(2)
1,630,435 shares of Common Stock issuable upon exercise of Intracoastal
Warrant 1, and (3)
1,428,572
shares of Common Stock issuable upon exercise of
the Intracoastal Warrant 2. The foregoing excludes 497,768 shares of Common Stock in the aggregate issuable upon exercise of
other warrants held by Intracoastal (the “
Other Intracoastal Warrants
”) because each of the Other
Intracoastal Warrants contains a blocker provision under which the holder thereof does not have the right to exercise such
Other Intracoastal Warrant to the extent that such exercise would result in beneficial ownership by the holder thereof,
together with any persons whose beneficial ownership of the Common Stock would or could be aggregated with
such holder’s for purposes of Section 13(d) of the Securities Exchange Act of 1934, of more than 4.99% of the Common
Stock. Without such blocker provisions, each of the Reporting Persons may have been deemed to have beneficial ownership of
3,556,775 shares of Common Stock.
(c)
Number of shares as to which
each Reporting Person has:
(1) Sole power to vote or to direct the vote:
0
.
(2) Shared power to vote or to direct the vote:
3,059,007
.
(3) Sole power to dispose or to direct the disposition of
0
.
(4) Shared power to dispose or to direct the disposition of
3,059,007
.
|
Item 5.
|
Ownership of Five Percent or Less of a Class
|
Not applicable.
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
Not applicable.
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
|
Not applicable.
|
Item 8.
|
Identification and Classification of Members of the Group
|
Not applicable.
|
Item 9.
|
Notice of Dissolution of Group
|
Not applicable.
By signing below I certify that,
to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of
or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection
with a nomination under §240.14a-11.
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date:
April 27, 2017
|
/s/ Mitchell P. Kopin
|
|
Mitchell P. Kopin
|
|
|
|
|
/s/ Daniel B. Asher
|
|
Daniel B. Asher
|
|
|
|
|
Intracoastal Capital LLC
|
|
|
|
|
By:
|
/s/ Mitchell P. Kopin
|
|
|
Mitchell P. Kopin, Manager
|
Exhibit
1
JOINT
FILING AGREEMENT
The undersigned acknowledge and
agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent
amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing
additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments,
and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible
for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason
to believe that such information is inaccurate.
Date:
April 27, 2017
|
/s/ Mitchell P. Kopin
|
|
Mitchell
P. Kopin
|
|
|
|
|
/s/ Daniel B. Asher
|
|
Daniel
B. Asher
|
|
|
|
|
Intracoastal
Capital LLC
|
|
|
|
|
By:
|
/s/ Mitchell P. Kopin
|
|
|
Mitchell
P. Kopin, Manager
|
Page 8
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