Item
1.01 Entry into a Material Definitive Agreement.
On
April 6, 2022, Celsion Corporation, a Delaware Corporation (the “Company”), entered into a Securities Purchase Agreement
(the “Purchase Agreement”) with several institutional investors, pursuant to which the Company agreed to issue and sell,
in a registered direct offering (the “Offering”), an aggregate of 1,328,274 shares (the “Shares”) of common stock,
par value $0.01 per share, of the Company (“Common Stock”), at an offering price of $5.27 per share for gross proceeds of
approximately $7.0 million before the deduction of the Placement Agent (as defined below) fee and offering expenses. The Shares are being
offered by the Company pursuant to an effective registration statement on Form S-3 (File No. 333-254515) (the “Registration Statement”)
filed under the Securities Act of 1933, as amended (the “Securities Act”). The Purchase Agreement contains customary representations,
warranties and agreements by the Company and customary conditions to closing. The closing of the Offering is expected to occur on April
8, 2022.
In
connection with the Offering, the Company entered into a placement agent agreement (the “Placement Agent Agreement”) with
A.G.P./Alliance Global Partners, as sole placement agent (the “Placement Agent”) pursuant to which the Company agreed to
pay the Placement Agent an aggregate cash fee equal to 6.5% of the aggregate gross proceeds raised from the sale of the securities sold
in the Offering and reimburse the Placement Agent for certain of its expenses in an amount not to exceed $50,000.
The
Placement Agent Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing,
indemnification obligations of the Company and the Placement Agent, including for liabilities under the Securities Act, other obligations
of the parties and termination provisions.
Under
the Purchase Agreement and Placement Agent Agreement, the Company and its subsidiaries are prohibited, for a period of 30 days after
the closing from issuing, entering into any agreement to issue or announcing any issuance or proposed issuance of common stock or any
other securities that are at any time convertible into, or exercisable or exchangeable for, or otherwise entitle the holder thereof to
receive common stock without the prior written consent of AGP or the investors participating in the offering.
The
foregoing summaries of the Purchase Agreement and the Placement Agent Agreement do not purport to be complete and are subject to, and
qualified in their entirety by, such documents attached as Exhibits 10.1 and 1.1, respectively, to this Current Report on Form 8-K, which
are incorporated herein by reference.
The
representations, warranties and covenants contained in the Purchase Agreement and the Placement Agent Agreement were made only for purposes
of such agreement and as of specific dates, were solely for the benefit of the parties to such agreements and are subject to limitations
agreed upon by the contracting parties. Accordingly, the Purchase Agreement and the Placement Agent Agreement are incorporated herein
by reference only to provide investors with information regarding the terms of the Purchase Agreement and the Placement Agent Agreement
and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction
with the disclosures in the Company’s periodic reports and other filings with the Securities and Exchange Commission.
The
legal opinion, including the related consent, of Baker & McKenzie LLP relating to the issuance and sale of the Shares is filed as
Exhibit 5.1 hereto.