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Item
1
.01
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Entry into a Material Definitive Agreement
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On
October 27, 2017, Celsion Corporation, a Delaware corporation (the “Company”), entered into an underwriting agreement (the “Underwriting Agreement”) with Oppenheimer & Co. Inc. (the “Underwriter”), relating to the issuance and sale (the “Offering”) of 2,640,000 shares (the “Shares”) of the Company’s common stock, $0.01 par value per share (the “Common Stock”), and warrants to purchase an aggregate total of 1,320,000 shares of Common Stock. Each share of Common Stock is being sold together with 0.5 warrants, each whole warrant to purchase one share of Common Stock, at a public offering price of $2.50 per share and related warrants.
Pursuant to the terms of
the Underwriting Agreement, the Underwriter has agreed to purchase the Shares and related warrants from the Company at a price of $2.325 per share and related warrants. Each warrant is exercisable six months from the date of issuance. The warrants have an exercise price of $3.00 per whole share, and expire five years from the date first exercisable.
The net proceeds to the Company from the sale of the Shares and warrants, after deducting the underwriting discount and estimated offering expenses payable by the Co
mpany, are expected to be approximately $5.8 million. The Offering is expected to close on October 31, 2017, subject to the satisfaction of customary closing conditions.
This Offering is being made pursuant to the Company
’s effective shelf registration statement on Form S-3 (File No. 333-206789) filed with the Securities and Exchange Commission on September 4, 2015, and declared effective on September 25, 2015, including the base prospectus dated September 25, 2017 included therein and the related prospectus supplement.
The Underwriting Agreement contains customary representations, warranties
and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties, and termination provisions.
Pursuant to the Underwriting Agreement,
subject to certain exceptions, the Company has agreed for a period of 60 days after the date of the final prospectus supplement relating to the Offering and its directors and officers have agreed for a period of 90 days after the date of the final prospectus supplement relating to the Offering not to sell or otherwise dispose of any of the Company’s securities held by them without first obtaining the written consent of the Underwriter.
The foregoing is only a brief description of the material terms
of the Underwriting Agreement, does not purport to be a complete description of the rights and obligations of the parties thereunder, and is qualified in its entirety by reference to the Underwriting Agreement which will be filed as an exhibit to the Company’s Current Report on Form 8-K on October 31, 2017.
The legal opinion of
Sidley Austin LLP, legal counsel to the Company, relating to the Common Stock and warrants being offered pursuant to the Offering will be filed as an exhibit to the Company’s Current Report on Form 8-K on October 31, 2017.