CUSIP
No. 15117N503
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
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
5.
|
Sole
Voting Power
0
|
6.
|
Shared
Voting Power
83,965
|
7.
|
Sole
Dispositive Power
0
|
8
.
|
Shared
Dispositive Power
2,425
|
9
.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
83,965
(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)
1.5%
(see Item 4)
|
12.
|
Type
of Reporting Person (See Instructions)
IN;
HC
|
CUSIP
No. 15117N503
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
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
5.
|
Sole
Voting Power
0
|
6.
|
Shared
Voting Power
83,965
|
7.
|
Sole
Dispositive Power
0
|
8
.
|
Shared
Dispositive Power
2,425
|
9
.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
83,965
(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)
1.5%
(see Item 4)
|
12.
|
Type
of Reporting Person (See Instructions)
IN;
HC
|
CUSIP
No. 15117N503
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
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
5.
|
Sole
Voting Power
0
|
6.
|
Shared
Voting Power
83,965
|
7.
|
Sole
Dispositive Power
0
|
8
.
|
Shared
Dispositive Power
2,425
|
9
.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
83,965
(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)
1.5%
(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
15117N503
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)
Immediately following the execution of the Securities Purchase Agreement with the Issuer on June 19, 2017 (the “
SPA
”)
(as disclosed in the Form 8-K filed by the Issuer with the Securities and Exchange Commission on June 19, 2017),
each
of the Reporting Persons may be deemed
to have beneficial ownership of 598,150 shares of Common
Stock, which consists of
(i)
585,000 shares of Common Stock
that
was to be issued to Intracoastal at the closing of the transaction contemplated by the SPA and (ii) 13,150 shares of Common Stock
issuable upon exercise of a warrant that was to be issued to Intracoastal at the closing of the transaction contemplated by the
SPA (“
Intracoastal Warrant 1
”),
and all such shares of Common Stock in the aggregate represent beneficial
ownership of approximately
9.99
% of the Common Stock,
based
on (1)
5,389,339 shares of Common Stock outstanding as of June 19, 2017 as reported by the Issuer
,
plus
(2)
13,150 shares of Common Stock issuable upon exercise of Intracoastal Warrant
1
. The foregoing excludes (I) 571,850 shares of Common Stock issuable upon exercise of
Intracoastal
Warrant 1 b
ecause
Intracoastal Warrant 1
contains a blocker provision under
which the holder thereof does not have the right to exercise
Intracoastal Warrant 1
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 9.99% of the Common Stock, (II) 585,000 shares of Common Stock issuable upon exercise of a
second warrant that was to be issued to
Intracoastal at the closing of the transaction contemplated
by the SPA (“
Intracoastal Warrant 2
”) b
ecause
Intracoastal Warrant
2 is not exercisable until six months following the issuance thereof (and Intracoastal Warrant 2
contains a blocker provision
under which the holder thereof does not have the right to exercise
Intracoastal Warrant
2
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 9.99% of the Common Stock), (III) 102,040 shares of Common Stock issuable
upon exercise of a warrant held by Intracoastal (“
Intracoastal Warrant 3
”)
b
ecause
Intracoastal Warrant 3
contains a blocker provision under which the holder thereof
does not have the right to exercise
Intracoastal Warrant 3
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 9.99% of the Common Stock and (IV) 2,425 shares of Common Stock issuable upon exercise of a second warrant
held by Intracoastal (“
Intracoastal Warrant 4
”)
b
ecause
Intracoastal
Warrant 4
contains a blocker provision under which the holder thereof does not have the right to exercise
Intracoastal
Warrant 4
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 (and assuming
Intracoastal Warrant 2 was currently exercisable), each of the Reporting Persons may have been deemed to have beneficial ownership
of 1,859,465 shares of Common Stock.
(ii) Immediately following the termination of the transactions contemplated by the SPA on June 22, 2017 (as disclosed in the Form 8-K
filed by the Issuer with the Securities and Exchange Commission on June 22, 2017), each of the Reporting Persons may have been
deemed to have beneficial ownership of 104,465 shares of Common Stock
,
which consisted of
(i)
102,040
shares of Common Stock issuable upon exercise of Intracoastal Warrant 3,
and (ii) 2,425
shares of Common Stock issuable upon exercise of
Intracoastal Warrant 4
,
and all such shares of Common Stock in the aggregate represented beneficial ownership of approximately
1.9
%
of the Common Stock,
based on (1)
5,389,339 shares of Common Stock outstanding as of June
19, 2017 as reported by the Issuer
, plus
(2)
102,040
shares of Common Stock issuable upon exercise of Intracoastal Warrant 1, and (3)
2,425
shares of Common Stock issuable upon exercise of the Intracoastal Warrant 4.
(iii) Each of the Reporting Persons may have been deemed to have beneficial ownership of
374,636
shares
of Common Stock during the period commencing on June 22, 2017, and ending on June 27, 2017, that were required to be purchased
by Intracoastal as a result of such termination of the SPA.
(iv) As of close of business on June 29, 2017, each
of the Reporting Persons may have been deemed
to have beneficial ownership of 83,965 shares of
Common Stock, which consisted of
(i)
81,540
shares of Common Stock held by Intracoastal,
and (ii) 2,425
shares
of Common Stock issuable upon exercise of
Intracoastal Warrant 4
,
and all
such shares of Common Stock in the aggregate represented beneficial ownership of approximately
1.5
%
of the Common Stock,
based on (1)
5,389,339 shares of Common Stock outstanding as of June
19, 2017 as reported by the Issuer
, plus
(2)
102,040
shares of Common Stock
which were issued upon exercise of Intracoastal Warrant 3 on June 27, 2017
,
and (3)
2,425
shares of Common Stock issuable upon exercise of the Intracoastal
Warrant 4.
(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:
83,965
.
(3)
Sole power to dispose or to direct the disposition of
0.
(4)
Shared power to dispose or to direct the disposition of
2,425
.
|
Item
5.
|
Ownership
of Five Percent or Less of a Class
|
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than 5 percent of the class of securities, check the following
þ
.
|
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.
Item
10. Certification
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:
June 29, 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:
June 29, 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 9 of 9