Celsion Corporation Announces Gross Proceeds of $15.6 Million from the Exercise of Existing Common Stock Warrants
October 04 2017 - 1:45PM
Financing Accomplished with Minimal New Equity
Issuance
Celsion Corporation (the “Company”) (NASDAQ:CLSN) today announced
that it has entered into Exercise Agreements with the holders of
existing warrants previously issued. On July 6, 2017, the Company
entered into a Securities Purchase Agreement with certain investors
pursuant to which the Company agreed, among other things, to issue
2,435,000 Series AAA Warrants at an exercise price of $2.07 per
share and 2,435,000 Series BBB Warrants at an exercise price of
$4.75 per share, each to purchase one share of common stock of the
Company to such investors in a private placement.
The Exercise Agreements entered into on October
4, 2017 amend the Series AAA Warrants to permit their immediate
exercise. Prior to the execution of the Exercise Agreements,
the Series AAA Warrants were not exercisable until January 11,
2018. Pursuant to the Exercise Agreements, the warrant
holders and the Company agreed that the warrant holders would
exercise all of their existing Series AAA and Series BBB Warrants
with respect to 4,665,000 shares of common stock. The Series
AAA Warrants and Series BBB Warrants will be exercised at a price
of $2.07 per share and $4.75 per share, respectively, which were
their respective original exercise prices. The Company
expects to receive aggregate gross proceeds of approximately $15.6
million from the exercise of the Series AAA and Series BBB Warrants
by the warrant holders. The Company intends to use the net proceeds
for general corporate purposes.
“This significant capital infusion from the
exercise of existing outstanding warrants at their original
exercise prices is an example of our strategic approach to
financing and is expected to extend the Company’s operating horizon
through full patient enrollment of our Phase III OPTIMA Study and
likely through the first pre-planned efficacy assessment,
anticipated now in late 2018, or early 2019,” stated Michael H.
Tardugno, Celsion’s chairman, president and CEO. “The
Exercise Agreements eliminate the immediate financing overhang that
the Company has faced over the past several years. We hope
that our shareholders find this approach to financing our important
clinical programs most satisfactory.”
The Exercise Agreements also provide for the
issuance of 1,166,250 Series DDD Warrants, each to purchase one
share of Common Stock. The Series DDD Warrants are initially
exercisable no sooner than six months following issuance, and
terminate six months following when the Series DDD Warrants are
initially exercisable. The Series DDD Warrants have an
exercise price no than less than $6.07. The Series DDD
Warrants and the shares of our Common Stock issuable upon the
exercise of the Series DDD Warrants are not being registered under
the Securities Act of 1933, as amended (the “Securities Act”), and
are being offered pursuant to the exemption provided in Section
4(a)(2) under the Securities Act and Rule 506(b) promulgated
thereunder. Pursuant to the Exercise Agreements, the Series
DDD Warrants shall be substantially in the form of the Series AAA
and Series BBB Warrants and the Company will be required to
register for resale the shares of common stock underlying the
Series DDD Warrants.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy these securities,
nor shall there be any sale of these securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of
any such 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 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 and August 14, 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 ContactJeffrey W. ChurchSenior Vice
President & CFO609-482-2455jchurch@celsion.com
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