Current Report Filing (8-k)
October 12 2018 - 4:25PM
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): October 10, 2018
CELSION
CORPORATION
(Exact
Name of Registrant as Specified in 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 08648
Registrant’s
telephone number, including area code: (609) 896-9100
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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Indicate
by check mark whether the registrant is an emerging growth company 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
1.02
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Termination
of a Material Definitive Agreement
.
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On
October 10, 2018, the Company delivered notice to Cantor Fitzgerald & Co. (“Cantor”) terminating the Controlled
Equity Offering
SM
Sales Agreement, dated February 1, 2013 (the “Sales Agreement”), with Cantor effective
as of October 20, 2018. The Sales Agreement permitted the Company to sell additional shares of our Common Stock having an aggregate
offering price of up to $25 million through “at the market” equity offerings from time to time. From February 2013
through the date of termination, the Company sold 1,784,396 shares of Common Stock under the Sales Agreement generating gross
proceeds of $12.8 million. The Company has no further obligations under the Sales Agreement.
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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Date:
October 12, 2018
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By:
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/s/
Jeffrey W. Church
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Jeffrey
W. Church
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Senior
Vice President and Chief Financial Officer
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