Celsion Corporation Announces Cancellation of Registered Direct Offering
June 22 2017 - 3:00PM
Celsion Corporation (the “Company”) (NASDAQ:CLSN) today announced
that it has cancelled the registered direct offering of common
stock announced Monday, June 19, 2017. The Company had entered into
security purchase agreements with three institutional investors to
purchase shares of common stock, or pre-funded warrants in lieu
thereof, at $2.75 per share for gross proceeds of $5.4
million. After careful review, the Company noted it did not
possess the ability to register a sufficient number of shares
pursuant to Form S-3 until July 1, 2017. As a result, the
Company's Board of Directors has agreed to cancel the
transaction. The Company has entered into an agreement with
each of the investors to terminate the offering. The Company
has also entered into agreements with some of the investors, which
include the right for such investors to participate in a single
offering or multiple offerings of securities by which Celsion
offers in such offering(s) at least $2,000,000 of securities on
terms no less favorable than the cancelled transaction, a
make-whole provision in respect of losses incurred by such
investors in respect of the cancelled transaction, a most favored
nation clause with respect to agreements entered into by the other
investors, and an offer to reprice certain warrants held by such
investors.
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. The 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. For more information on Celsion, visit our website:
http://www.celsion.com.
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 the securities offered,
market conditions, 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," "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 Report on Form 10-K,
dated March 24, 2017, and Quarterly Report on Form 10-Q, dated May
12, 2017. 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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