Amended Statement of Ownership (sc 13g/a)
November 06 2017 - 4:59PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
Celsion Corporation
(Name
of Issuer)
Common
Stock, $0.01 par value per share
(Title
of Class of Securities)
15117N503
(CUSIP
Number)
November
6, 2017
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
a. ☐
Rule 13d-1(b)
b. ☒
Rule 13d-1(c)
c. ☐
Rule 13d-1(d)
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect
to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures
provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
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
2,425
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
2,425
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
2,425 (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)
0.03% (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
2,425
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
2,425
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
2,425 (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)
0.03% (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
2,425
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
2,425
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
2,425 (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)
0.03% (see Item 4)
|
12.
|
Type of Reporting Person (See Instructions)
OO
|
|
|
|
|
|
|
This Amendment No. 1
is being filed jointly by the Reporting Persons on a voluntary basis and amends the Schedule 13G initially filed by the Reporting
Persons with the Securities and Exchange Commission (the “
SEC
”) on July 14, 2017 (the “
Schedule 13G
”).
Except as set forth
below, all Items of the Schedule 13G remain unchanged. All capitalized terms not otherwise defined herein shall have the meanings
ascribed to such terms in the Schedule 13G.
Item
4. Ownership.
(a)
and (b):
Immediately
prior to the closing of the underwritten offering (as disclosed in the Form 8-K filed by the Issuer with the Securities and Exchange
Commission on October 31, 2017)
,
each of the
Reporting Persons may have been deemed to have beneficial ownership of
2,425
shares
of Common Stock
, issuable upon exercise of Intracoastal Warrant 3, and all such shares of Common Stock in the aggregate
represented beneficial ownership of approximately
0.03
% of the Common Stock,
based
on (1)
8,354,679
shares of Common Stock outstanding as of
September
30
, 2017 as reported by the Issuer
, plus
(2)
2,425
shares of Common Stock issuable upon exercise of Intracoastal Warrant 3
. The foregoing excludes 322,500 shares of Common
Stock issuable upon exercise of a second warrant held by
Intracoastal (the “
Second
Intracoastal Warrant
”) b
ecause the
Second Intracoastal Warrant is not exercisable
until October 4, 2018.
Assuming
the
Second
Intracoastal Warrant
was currently exercisable, each of the Reporting Persons may have been
deemed to have beneficial ownership of 324,925 shares of Common Stock.
(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:
2,425
.
(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
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: November 6, 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
|
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