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Item
1
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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 of 1,320,000 shares of Common Stock. Each share of Common Stock is being sold together with 0.5 warrants (the “Investor Warrants”), each whole Investor Warrant being exercisable for one share of Common Stock, at an offering price of $2.50 per share and related Investor Warrants.
Pursuant to the terms of the Underwriting Agreement, the Underwriter agreed to purchase the Shares and relat
ed Investor Warrants from the Company at a price of $2.325 per share and related Investor Warrants. Each Investor Warrant is exercisable six months from the date of issuance. The Investor 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
Investor Warrants, after deducting the underwriting discount and estimated offering expenses payable by the Company, are approximately $5.9 million. The Offering closed on October 31, 2017.
This Offering was 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, 2015 included therein and the related prospectus supplement.
The Under
writing 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. Celsion also agreed to issue to the Underwriter warrants (the “Representative Warrants” and, together with the Investor Warrants, the “Warrants”) to purchase up to 66,000 shares of the Company’s common stock, such issuance being exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933 as amended.
Pursuant to the Underwriting Agreement, subject to certain exceptions, the Company agreed for a period of 60 days a
fter the date of the final prospectus supplement relating to the Offering, and its directors and officers 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 summarie
s of the Underwriting Agreement, the Investor Warrants and the Representative Warrants do not purport to be complete and are subject to, and qualified in their entirety by, such documents attached as Exhibits 1.1, 4.1, and 4.2 respectively, to this Current Report on Form 8-K, which are incorporated herein by reference.
This Current Report on Form 8-K does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.