Celsion Corporation Announces Pricing of $30 Million Registered Direct Offerings of Convertible Redeemable Preferred Stock
January 10 2022 - 8:45PM
Celsion Corporation (NASDAQ: CLSN), a clinical-stage development
company focused on DNA-based immunotherapy and next-generation
vaccines, today announced that it has entered into a securities
purchase agreement with certain institutional investors to purchase
50,000 shares of Series A convertible redeemable preferred stock
and 50,000 shares of Series B convertible redeemable preferred
stock. Each share of Series A and Series B preferred stock has a
purchase price of $285, representing an original issue discount of
5% of the $300 stated value of each share. Each share of Series A
preferred stock is convertible into shares of Celsion's common
stock at an initial conversion price of $0.91 per share. Each share
of Series B preferred stock is convertible into shares of Celsion's
common stock at an initial conversion price of $1.00 per share.
Shares of the Series A and Series B preferred stock are convertible
at the option of the holder at any time following the Company’s
receipt of stockholder approval for a reverse stock split of the
Company’s common stock. Celsion will be permitted to compel
conversion of the Series A and Series B preferred stock after the
fulfillment of certain conditions and subject to certain
limitations. Total net proceeds from the offerings, before
deducting the placement agent's fees and other estimated offering
expenses, is approximately $28.5 million.
The Series A and Series B preferred stock permit
the holders thereof to vote together with the holders of the
Company’s common stock on a proposal to effectuate a reverse stock
split of the Company’s common stock at a special meeting of Company
stockholders. The Series A preferred stock permits the holder to
vote on such proposal on an as-converted to common stock basis. The
Series B preferred stock permits the holder to cast 45,000 votes
per share of Series B preferred stock on such proposal. The Series
A and Series B preferred stock will not be permitted to vote on any
other matter. The holders of the Series A and B preferred stock
agreed not to transfer their shares of preferred stock until after
the special meeting of Company stockholders. The holders of the
Series A preferred stock agreed to vote their shares in favor of
that proposal and the holders of the Series B preferred stock
agreed to vote their shares in the same proportions as the shares
of common stock and Series A preferred stock are voted on that
proposal. The holders of the Series A and Series B preferred stock
have the right to require the Company to redeem their shares of
preferred stock for cash at 105% of the stated value of such shares
commencing after the earlier of the Company's stockholders'
approval of the reverse stock split and 90 days after the closing
of the issuances of the Series A and Series B preferred stock and
until 120 days after such closing.
The closing of the offerings is expected to
occur on or about January 13, 2022, subject to the satisfaction of
customary closing conditions. Additional information regarding the
securities described above and the terms of the offering are
included in a Current Report on Form 8-K to be filed with the
United States Securities and Exchange Commission ("SEC").
A.G.P. /Alliance Global Partners is acting as
the sole placement agent in connection with the offering.
The Series A and Series B preferred stock and
shares of common stock into which such preferred stock are
convertible are being offered pursuant to a registration statement
on Form S-3 (333-254515), which was declared effective by the
Securities and Exchange Commission on March 30, 2021. The offerings
will be made only by means of prospectus supplements and a
prospectus that form a part of the registration statement. Copies
of the final prospectus supplements and accompanying prospectus
relating to the registered direct offering may be obtained from
A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor,
New York, NY 10022 at (212) 624-2060.
This press release shall not constitute an offer
to sell or a solicitation of an offer to buy these securities, nor
shall there be any sale of these securities in any state or other
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such state or other jurisdiction.
About
Celsion Corporation
Celsion is a fully
integrated, clinical-stage biotechnology company focused on
advancing a portfolio of innovative cancer treatments, including
immunotherapies and DNA-based therapies, and a platform for the
development of nucleic acid vaccines currently focused on
SARS-CoV-2. The Company’s product pipeline includes GEN-1, a
DNA-based immunotherapy for the localized treatment of ovarian
cancer. Celsion also has two feasibility-stage platform
technologies for the development of novel nucleic acid-based
immunotherapies and other anticancer DNA or RNA therapies. Both are
novel synthetic, non-viral vectors with demonstrated capability in
nucleic acid cellular transfection. For more information on
Celsion, visit www.celsion.com.
Celsion GmbH is
Celsion’s wholly owned, special purpose subsidiary based in Zug,
Switzerland. Celsion GmbH is responsible for supporting studies of
ThermoDox®, a proprietary heat-activated liposomal encapsulation of
doxorubicin, is under investigator-sponsored development for
several cancer indications. For more information on Celsion GmbH,
visit www.celsiongmbh.com.
Forward-looking Statements:
Forward-looking
statements in this news release are made pursuant to the "safe
harbor" provisions of the Private Securities Litigation Reform Act
of 1995. These statements are based upon current beliefs,
expectation, and assumptions and include statements regarding the
platform having the potential to provide broad protection against
coronavirus disease 2019 (COVID-19), and possible future mutations
of SARS-CoV-2 or other coronaviruses. These statements are subject
to a number of risks and uncertainties, many of which are difficult
to predict, including the ability of the Company’s platform to
provide broad protection against COVID-19, and possible future
mutations of SARS-CoV-2 or other coronaviruses, the issuance of a
patent to the Company for use of its technology platform for
treating or preventing infection with the SARS-CoV-2 virus that
causes COVID-19, unforeseen changes in the course of research and
development activities and in clinical trials; the uncertainties of
and difficulties in analyzing interim clinical data, particularly
in small subgroups that are not statistically significant; FDA and
regulatory uncertainties and risks; the significant expense, time
and risk of failure of conducting clinical trials; the need for
Celsion to evaluate its future development plans; possible
acquisitions or licenses of other technologies, assets or
businesses; possible actions by customers, suppliers, competitors
or regulatory authorities; and other risks detailed from time to
time in the Celsion's periodic filings with the Securities and
Exchange Commission. Celsion assumes no obligation to update or
supplement forward-looking statements that become untrue because of
subsequent events, new information or otherwise.
CONTACTS:
Celsion
CorporationJeffrey W. ChurchExecutive Vice President and
CFO609-482-2455jchurch@celsion.com
LHA Investor
RelationsKim Sutton Golodetz
212-838-3777kgolodetz@lhai.com
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