Current Report Filing (8-k)
August 03 2020 - 5:08PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August 3, 2020 (August 3, 2020)
CELSION
CORPORATION
(Exact
name of registrant as specified in its Charter)
Delaware
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001-15911
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52-1256615
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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997
Lenox Drive, Suite 100, Lawrenceville, NJ
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08648-2311
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(Address
of principal executive offices)
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(Zip
Code)
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(609)
896-9100
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act
Title
of each class
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Trading
symbol(s)
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Name
of each exchange on which registered
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Common
stock, par value $0.01 per share
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CLSN
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Nasdaq
Capital Market
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Indicate
by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act
of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item
8.01 Other Events
As
previously disclosed, Celsion Corporation (“Celsion” or the “Company”) is a defendant in a derivative
and putative class action lawsuit in the Superior Court of New Jersey, Chancery Division, filed by a shareholder against the Company
(as both a class action defendant and nominal defendant), and certain of its officers and directors (the “Individual Defendants”),
with the caption O’Connor v. Braun et al., Docket No. MER-C-000068-19 (the “Shareholder Action”). The Shareholder
Action alleges breaches of the defendants’ fiduciary duties based on allegations that the defendants omitted or made improper
statements when seeking shareholder approval of the 2018 Stock Incentive Plan. The Shareholder Action seeks, among other things,
any damages sustained by the Company as a result of the defendants’ alleged wrongdoing, a declaratory judgment against all
defendants invalidating the 2018 Stock Incentive Plan and declaring any awards made under the Plan invalid, rescinded, and subject
to disgorgement, an order disgorging the equity awards granted to the Individual Defendants under the 2018 Stock Incentive Plan,
and attorneys’ fees and costs. Without admitting the validity of any of the claims asserted in the Shareholder Action, or
any liability with respect thereto, and expressly denying all allegations of wrongdoing, fault, liability, or damage against the
Company and the Individual Defendants arising out of any of the conduct, statements, acts or omissions alleged, or that could
have been alleged, in the Shareholder Action, the Company and the Individual Defendants have concluded that it is desirable that
the claims be settled on the terms and subject to the conditions set forth in the Settlement Agreement. The Company and the Individual
Defendants are entering into the Settlement Agreement for settlement purposes only and solely to avoid the cost and disruption
of further litigation.
On
April 24, 2020, the Company, the Individual Defendants, and the plaintiff (the “Parties”) entered into a Settlement
Agreement and Release (the “Settlement Agreement”), which memorializes the terms of the Parties’ settlement
of the Shareholder Action (the “Settlement”). On July 24, 2020, the Court issued an order approving the Parties’
proposed form of notice to shareholders regarding the Settlement. A hearing to determine whether the Court should issue a final
order approving the proposed Settlement has been scheduled for September 8, 2020. The Company is filing the Settlement Agreement
and the related Notice to Shareholders of Celsion Corporation (the “Notice”), with this Current Report on Form 8-K,
copies of which are attached hereto as Exhibits 99.1 and 99.2, respectively, and incorporated herein by reference. The Notice
and the Settlement Agreement are also available at https://investor.celsion.com/corporate-governance .
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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CELSION
CORPORATION
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Dated:
August 3, 2020
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By:
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/s/
Jeffrey W. Church
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Jeffrey
W. Church
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Executive
Vice President and Chief Financial Officer
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