Filed
pursuant to Rule 424(b)(5)
Registration
No. 333-227236
Registration No. 333-252320
PROSPECTUS
SUPPLEMENT DATED JANUARY 22, 2021
(To
prospectus dated October 12, 2018)
25,925,925
Shares of Common Stock
We
are offering 25,925,925 shares of our common stock, par value $0.01 per share, pursuant to this prospectus supplement and the
accompanying prospectus and securities purchase agreements, at a price of $1.35 per share.
Our common stock is listed on The NASDAQ Capital
Market under the symbol “CLSN”. On January 21, 2021, the last reported sale price of our common stock on The
NASDAQ Capital Market was $1.74 per share.
We have retained A.G.P./Alliance Global
Partners as the lead placement agent and Brookline Capital Markets, a division of Arcadia Securities, LLC, as co-placement agent,
or the placement agents, in connection with this offering. The placement agents have agreed to use their reasonable best efforts
to sell the securities offered by this prospectus supplement and the accompanying prospectus. The placement agents are not purchasing
or selling any shares offered by this prospectus supplement and the accompanying prospectus. See “Plan of Distribution”
beginning on page S-7 of this prospectus supplement for more information regarding these arrangements.
Investing
in our securities involves a high degree of risk. Before making an investment decision, please read “Risk Factors”
beginning on page S-3 of this prospectus supplement, page 11 of the accompanying prospectus and in the documents incorporated
by reference into this prospectus supplement and the accompanying prospectus.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary
is a criminal offense.
|
|
Per Share
|
|
|
Total(1)
|
|
Public offering price
|
|
$
|
1.35
|
|
|
$
|
35,000,000
|
|
Placement agent’s fees
|
|
$
|
0.0945
|
|
|
$
|
2,450,000
|
|
Proceeds to us, before expenses
|
|
$
|
1.2555
|
|
|
$
|
32,550,000
|
|
(1) We
have agreed to pay the placement agents an aggregate cash placement fee equal to 7% of the gross proceeds in this offering. We
have also agreed to reimburse the placement agents for certain expenses incurred in connection with this offering. For additional
information on the placement agents’ fees and expense reimbursement, see “Plan of Distribution” beginning on page
S-7 of this prospectus supplement.
Delivery of the shares of common stock to investors is expected
on or about January 26, 2021.
Lead Placement Agent
A.G.P.
Co-Placement Agent
Brookline Capital Markets
The date of this prospectus
supplement is January 22, 2021.
TABLE
OF CONTENTS
PROSPECTUS
SUPPLEMENT
PROSPECTUS
ABOUT
THIS PROSPECTUS SUPPLEMENT
This prospectus supplement and the accompanying
prospectus are part of a “shelf” registration statements on Form S-3 (File Nos. 333-227236 and 333-251753)
that we filed with the Securities and Exchange Commission (the “SEC”) on September 7, 2018, as amended on September
28, 2018, and that was declared effective on October 12, 2018, and on January 22, 2021, respectively. Under this shelf
registration statement, we may, from time to time, sell common stock or other securities, including in this offering.
This
document is in two parts. The first part is this prospectus supplement, which describes the terms of this offering and also adds
to and updates information contained in the accompanying prospectus and the documents incorporated by reference into this prospectus
supplement and the accompanying prospectus. The second part is the accompanying prospectus, which gives more general information
about the shares of our common stock and other securities we may offer from time to time under our shelf registration statement,
some of which does not apply to the securities offered by this prospectus supplement. To the extent there is a conflict between
the information contained in this prospectus supplement, on the one hand, and the information contained in the accompanying prospectus
or any document incorporated by reference herein or therein, on the other hand, you should rely on the information in this prospectus
supplement.
You
should read this prospectus supplement, the accompanying prospectus, the documents incorporated by reference in this prospectus
supplement and the accompanying prospectus and any free writing prospectus that we have authorized for use in connection with
this offering before making an investment decision. You should also read and consider the information in the documents referred
to in the sections of this prospectus supplement entitled “Where You Can Find More Information” and “Incorporation
of Certain Information by Reference.”
You
should rely only on the information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus
and any free writing prospectus that we have authorized for use in connection with this offering. We have not authorized and the
underwriters have not authorized anyone to provide you with different information. If anyone provides you with different or inconsistent
information, you should not rely on it.
We
are not making an offer to sell the securities covered by this prospectus supplement in any jurisdiction where the offer or sale
is not permitted. The information appearing in this prospectus supplement, the accompanying prospectus, the documents incorporated
by reference in this prospectus supplement and the accompanying prospectus and any free writing prospectus that we have authorized
for use in connection with this offering is accurate only as of its respective date, regardless of the time of delivery of the
respective document or of any sale of securities covered by this prospectus supplement. You should not assume that the information
contained in or incorporated by reference in this prospectus supplement or the accompanying prospectus, or in any free writing
prospectus that we have authorized for use in connection with this offering, is accurate as of any date other than the respective
dates thereof.
Forward-Looking
Statements
Statements
and terms such as “expect”, “anticipate”, “estimate”, “plan”, “believe”
and words of similar import regarding our expectations as to the development and effectiveness of our technologies, the potential
demand for our products, and other aspects of our present and future business operations, constitute forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. Although we believe that our expectations are based
on reasonable assumptions within the bounds of our knowledge of our industry, business and operations, we cannot guarantee that
actual results will not differ materially from our expectations. In evaluating such forward-looking statements, readers should
specifically consider the various factors contained in the Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2019 filed with the SEC on March 25, 2020 and the Company’s Quarterly Report on Form 10-Q for the quarter ended
September 30, 2020 and filed with the SEC on November 16, 2020, which factors include, without limitation, plans and objectives
of management for future operations or programs or proposed new products or services; changes in the course of research and
development activities and in clinical trials; possible changes in cost and timing of development and testing; possible
changes in capital structure, financial condition, working capital needs and other financial items; changes in approaches
to medical treatment; clinical trial analysis and future plans relating thereto; our ability to realize the full extent
of the anticipated benefits of our acquisition of substantially all of the assets of EGEN, Inc., including achieving operational
cost savings and synergies in light of any delays we may encounter in the integration process and additional unforeseen expenses;
introduction of new products by others; possible licenses or acquisitions of other technologies, assets or businesses;
and possible actions by customers, suppliers, partners, competitors and regulatory authorities. These and other risks and uncertainties
could cause actual results to differ materially from those indicated by forward-looking statements.
The
discussion of risks and uncertainties set forth in this prospectus supplement is not necessarily a complete or exhaustive list
of all risks facing the Company at any particular point in time. We operate in a highly competitive, highly regulated,
and rapidly changing environment and our business is in a state of evolution. Therefore, it is likely that new risks will emerge,
and that the nature and elements of existing risks will change, over time. It is not possible for management to predict all such
risk factors or changes therein, or to assess either the impact of all such risk factors on our business or the extent to which
any individual risk factor, combination of factors, or new or altered factors, may cause results to differ materially from those
contained in any forward-looking statement. Except as required by law, we assume no obligation to revise or update any forward-looking
statement that may be made from time to time by us or on our behalf for any reason, even if new information becomes available
in the future.
In
this prospectus supplement, the terms “Celsion Corporation,” the “Company,” “we,” “us,”
“our” and similar terms refer to Celsion Corporation, a Delaware corporation, and its wholly owned subsidiary,
CLSN Laboratories, Inc., also a Delaware corporation, unless the context otherwise requires. The Celsion brand and product names,
including but not limited to Celsion® and ThermoDox® contained in this prospectus supplement are trademarks, registered
trademarks or service marks of Celsion Corporation or its subsidiary in the United States and certain other countries. This document
may also contain references to trademarks and service marks of other companies that are the property of their respective owners.
PROSPECTUS
SUPPLEMENT SUMMARY
This
summary highlights certain information about us, this offering and selected information contained elsewhere in or incorporated
by reference into this prospectus supplement and the accompanying prospectus. This summary is not complete and does not contain
all of the information that you should consider before deciding whether to invest in the securities covered by this prospectus
supplement. For a more complete understanding of Celsion and this offering, we encourage you to read and consider carefully the
more detailed information in this prospectus supplement and the accompanying prospectus, including the information incorporated
by reference in this prospectus supplement and the accompanying prospectus and the information included in any free writing prospectus
that we have authorized for use in connection with this offering, including the information referred to under the heading “Risk
Factors” in this prospectus supplement beginning on page S-3.
We
are a fully integrated oncology company focused on developing a portfolio of innovative cancer treatments, including immunotherapies,
DNA-based therapies and directed chemotherapies. The Company’s product pipeline includes GEN-1, a DNA-based immunotherapy
for the localized treatment of ovarian cancer and ThermoDox®, a proprietary heat-activated liposomal encapsulation of doxorubicin,
currently in Phase III development for the treatment of primary liver cancer and in development for other cancer indications.
Celsion has two feasibility stage platform technologies for the development of novel nucleic acid-based immunotherapies and other
anti-cancer DNA or RNA therapies. Both are novel synthetic, non-viral vectors with demonstrated capability in nucleic acid cellular
transfection. With these technologies, we are working to develop and commercialize more efficient, effective and targeted oncology
therapies that maximize efficacy while minimizing side effects common to cancer treatments. For additional information related
to our business, please refer to the reports incorporated by reference, as described under the caption “Incorporation of
Certain Information by Reference.”
Recent
Developments
Under
the Capital on Demand™ Sales Agreement, dated as of December 4, 2018, between JonesTrading Institutional Services LLC
and us, we sold 12.3 million shares of common stock for gross proceeds of approximately $13.0 million (at an average price
of $1.06 per share) during the period from inception through January 22, 2021.
On
January 20, 2021, we delivered notice to Lincoln Park Capital Fund, LLC (“Lincoln Park Capital”) terminating the Purchase
Agreement, dated September 8, 2020 (the “2020 Purchase Agreement”), with Lincoln Park Capital effective January 21,
2021. The 2020 Purchase Agreement provided that, upon the terms and subject to the conditions and limitations set forth therein,
we had the right to sell to Lincoln Park Capital up to $26 million of shares of our common stock over the 36-month term of the
2020 Purchase Agreement. In consideration for entering into the 2020 Purchase Agreement, we issued to Lincoln Park Capital 437,828
shares of common stock.
On
July 13, 2020, we announced that we had received a recommendation from the independent Data Monitoring Committee (“DMC”)
to consider stopping the global Phase III OPTIMA Study of ThermoDox® in combination with radiofrequency ablation for the treatment
of hepatocellular carcinoma, or primary liver cancer. The recommendation was made following the second pre-planned interim safety
and efficacy analysis by the DMC on July 9, 2020. The DMC’s analysis found that the pre-specified boundary for stopping
the trial for futility of 0.900 was crossed with an actual value of 0.903. We followed the advice of the DMC and considered our
options to either stop the study or continue to follow patients after a thorough review of the data, and an evaluation of the
probability of success. On August 4, 2020, we issued a press release announcing we would continue following patients for overall
survival, noting that the unexpected and marginally crossed futility boundary, suggested by the Kaplan-Meier analysis at the second
interim analysis on July 9, 2020, may be associated with a data maturity issue.
We have engaged a global biometrics contract
research organization (CRO), with forensic statistical analysis capability that specializes in data management, statistical consulting,
statistical analysis and data sciences. They have particular expertise in evaluating unusual data from clinical trials, and experience
with associated regulatory issues. The primary objective of the engagement is to determine the basis and reasoning behind continuing
to follow patients for overall survival. In parallel, we also submitted all OPTIMA Study clinical trial data to the National Institutes
of Health (“NIH”) for an independent evaluation using a Cox Regression Analysis for minimum burn time per tumor volume.
This evaluation is similar to the hypothesis generated from the NIH paper published in the Journal of Vascular and Interventional
Radiology.
It is highly unlikely that the trial outcome
of futility as predicted by the second interim analysis will change. In the event we see substantial clinical benefit from the
CRO and NIH analyses however, we will carefully review our options with the 14 regulatory agencies under which the OPTIMA Study
is being conducted. Notwithstanding the data, the regulatory issues are likely to be highly challenging. We expect to report findings
from these independent analyses during the first quarter of 2021, either or both of which will guide our decision of whether to
continue to follow patients to the final analysis.
On
July 27, 2020, we announced the randomization of the first two patients in the Phase II portion of the Phase I/II OVATION 2 Study
with GEN-1 in advanced ovarian cancer. We have initiated over 20 clinical sites and has enrolled over 30 patients into the OVATION
2 Study. We anticipate completing enrollment of up to 118 patients in the second half of 2021. Because this is an open-label study,
we intend to provide clinical updates throughout the course of treatment including response rates and surgical resection scores.
Corporate
Information
We
were founded in 1982 and are a Delaware corporation. Our principal executive offices are located at 997 Lenox Drive, Suite 100,
Lawrenceville, NJ 08648. Our telephone number is (609) 896-9100. Our website is www.celsion.com. The information contained
on or that can be accessed through our website is not incorporated by reference into this prospectus supplement, and you should
not consider information on our website to be part of this prospectus supplement or in deciding to purchase our common stock.
THE
OFFERING
Common
stock offered by us
|
|
25,925,925
shares
|
|
|
|
Common
stock to be outstanding after this offering
|
|
62,085,705
shares
|
|
|
|
Public
Offering Price
|
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$1.35
per share
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|
|
Use
of Proceeds
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|
We
currently intend to use the net proceeds from this offering, if any, for general corporate purposes, including research and
development activities, capital expenditures and working capital. See “Use of Proceeds” on page S-3 of this prospectus
supplement.
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NASDAQ
Capital Market symbol
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“CLSN”
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Risk
Factors
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Investing
in our securities involves a high degree of risk. See “Risk Factors” beginning on page S-3 of this prospectus
supplement.
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The
number of shares of our common stock shown above to be outstanding immediately before and after this offering is based on 36,159,780
shares outstanding as of September 30, 2020, and excludes, as of such date:
|
●
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4,652,475
shares of our common stock subject to outstanding options having a weighted average exercise price of $2.77 per share;
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|
|
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●
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1,000
shares of common stock subject to outstanding non-vested restricted stock awards with a weighted average grant date fair value
of $1.59 per share;
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●
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1,992,453
shares of our common stock reserved for future issuance pursuant to our existing stock incentive plans;
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●
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4,053,566
shares of our common stock issuable upon exercise of warrants outstanding, having a weighted
average exercise price of $1.28 per share of which 466,667 were exercised at a weighted
average exercise price of $1.24 per share and 197,260 shares issued as a result of
the investor electing to net exercise 200,000 warrants having a strike price of $0.01
per share:
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●
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334
shares of our common stock held as treasury stock;
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●
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9,738,359
shares of our common stock sold pursuant to our JonesTrading Capital on Demand facility during the fourth quarter 2020
and from January 1, 2021 through January 22, 2021 at a weighted average sales price of $0.80 per share; and
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|
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●
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1,245,000
shares of our common stock sold pursuant to our Lincoln Park Capital Equity Facility during the fourth quarter 2020
and from January 1, 2021 through January 22, 2021 at a weighted average sales price of $0.61 per share. On January
20,2021, the Company notified Lincoln Park Capital that it was terminating this equity facility effective January 21, 2021.
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RISK
FACTORS
An
investment in our common stock involves a high degree of risk. Before deciding whether to invest in our securities, you should
consider carefully the risks discussed below, together with the risks under the heading “Risk Factors” beginning on
page 24 under Part I, Item IA of our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the SEC
on March 25, 2020 and the Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 filed with the SEC on November
16, 2020, as well as any amendment or update to our risk factors reflected in subsequent filings with the SEC, which are incorporated
by reference into this prospectus supplement and the accompanying prospectus, as well as the other information in this prospectus
supplement, the accompanying prospectus, the information and documents incorporated by reference herein and therein and in any
free writing prospectus that we have authorized for use in connection with this offering. If any of the identified risks actually
occur, they could materially adversely affect our business, financial condition, operating results or prospects and the trading
price of our securities. Additional risks and uncertainties that we do not presently know or that we currently deem immaterial
may also impair our business, financial condition, operating results and prospects and the trading price of our securities.
Because
we will have broad discretion and flexibility in how the net proceeds from this offering are used, we may use the net proceeds
in ways in which you disagree.
We
intend to use the net proceeds from this offering for clinical development of our product candidates, working capital and other
general corporate purposes. See “Use of Proceeds” on page S-3. We have not allocated specific amounts of the net proceeds
from this offering for any of the foregoing purposes. Accordingly, our management will have significant discretion and flexibility
in applying the net proceeds of this offering. You will be relying on the judgment of our management with regard to the use of
these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the net proceeds
are being used appropriately. It is possible that the net proceeds will be invested in a way that does not yield a favorable,
or any, return for us. The failure of our management to use such funds effectively could have a material adverse effect on our
business, financial condition, operating results and cash flow.
You
may experience immediate and substantial dilution in the net tangible book deficit per share of the common stock you purchase.
The public offering price per share in this offering is substantially
higher than the net tangible book value per share of our common stock outstanding prior to this offering. Therefore, if you purchase
shares in this offering, you will pay an effective price per share of common stock that substantially exceeds our net tangible
book value per share after giving effect to this offering. Based on a public offering price of $1.35 per share of common stock,
if you purchase securities in this offering, you will experience immediate dilution of $0.78 per share, representing the difference
between the public offering price of the shares and our pro forma as adjusted net tangible book value per share after giving effect
to this offering.
This
offering is being conducted on a “best efforts” basis.
The
placement agents are offering the shares on a “best efforts” basis, and the placement agents are under no obligation
to purchase any shares for their own account. The placement agents are not required to sell any specific number or dollar amount
of shares of common stock in this offering but will use their best efforts to sell the securities offered in this prospectus supplement.
As a “best efforts” offering, there can be no assurance that the offering contemplated hereby will ultimately be consummated.
You
may experience future dilution as a result of future equity offerings and other issuances of our securities. In addition, this
offering and future equity offerings and other issuances of our common stock or other securities may adversely affect our common
stock price.
In
order to raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible
into or exchangeable for our common stock at prices that may not be the same as the price per share in this offering. We may not
be able to sell shares or other securities in any other offering at a price per share that is equal to or greater than the price
per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights
superior to existing stockholders. The price per share at which we sell additional shares of our common stock or securities convertible
into common stock in future transactions may be higher or lower than the price per share in this offering. You will incur dilution
upon exercise of any outstanding stock options, warrants or upon the issuance of shares of common stock under our stock incentive
programs. In addition, the sale of shares in this offering and any future sales of a substantial number of shares of our common
stock in the public market, or the perception that such sales may occur, could adversely affect the price of our common stock.
We cannot predict the effect, if any, that market sales of those shares of common stock or the availability of those shares of
common stock for sale will have on the market price of our common stock.
We
do not currently intend to pay dividends on our common stock, and any return to investors is expected to come, if at all, only
from potential increases in the price of our common stock.
At
the present time, we intend to use available funds to finance our operations. Accordingly, while payment of dividends rests within
the discretion of our board of directors, we have no intention of paying any such dividends in the foreseeable future. Any return
to investors is expected to come, if at all, only from potential increases in the price of our common stock.
USE
OF PROCEEDS
We
estimate that the net proceeds from the sale of the securities offered under this prospectus supplement, after deducting and estimated
offering expenses payable by us will be $32.3 million.
We currently intend to use the net proceeds from this offering for
general corporate purposes, including research and development activities, capital expenditures and working capital. Pending the
application of the net proceeds, we intend to invest the net proceeds in short-term, investment grade, interest-bearing securities.
As of the date of this prospectus supplement, we cannot specify
with certainty all of the particular uses for the net proceeds to us from this offering. As a result, our management will have
broad discretion regarding the timing and application of the net proceeds from this offering.
DIVIDEND
POLICY
We
have never declared or paid cash dividends on our common stock. We currently intend to retain our future earnings, if any, for
use in our business and therefore do not anticipate paying cash dividends in the foreseeable future. Payment of future dividends,
if any, will be at the discretion of our board of directors after taking into account various factors, including our financial
condition, operating results, current and anticipated cash needs and plans for expansion.
DILUTION
If
you purchase shares in this offering, your ownership interest will be diluted to the extent of the difference between the public
offering price per share you will pay in this offering and the then as adjusted net tangible book value per share of our common
stock after giving effect to the offering. Our net tangible book value as of September 30, 2020 was approximately $3.1 million,
or $0.09 per share of our common stock. Net tangible book value per share as of September 30, 2020 is equal to our total tangible
assets minus total liabilities, all divided by the number of shares of common stock outstanding as of September 30, 2020.
After
giving effect to the sale of our common stock in this offering at the public offering price of $1.35 per share, and after
deducting estimated offering expenses payable by us, our as adjusted net tangible book value would have been approximately $35.4
million, or approximately $0.57 per share of common stock, as of September 30, 2020. This represents an immediate
increase in net tangible book value of approximately $0.48 per share to existing stockholders and an immediate dilution
of approximately $0.78 per share to investors in this offering. The following table illustrates this calculation on a per
share basis.
Public
offering price per share
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$
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1.35
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Net tangible
book value per share as of September 30, 2020
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$
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0.09
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|
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Increase
in net tangible book value per share attributable to this offering
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$
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0.48
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|
|
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As
adjusted net tangible book value per share as of September 30, 2020, after giving effect to this offering
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|
|
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$
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0.57
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Dilution
per share to new investors purchasing shares in this offering
|
|
|
|
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$
|
0.78
|
|
The
number of shares of our common stock shown above to be outstanding immediately before and after this offering is based on 36,159,780
shares outstanding as of September 30, 2020, and excludes, as of such date:
|
●
|
4,652,475
shares of our common stock subject to outstanding options having a weighted average exercise price of $2.77 per share;
|
|
|
|
|
●
|
1,000
shares of common stock subject to outstanding non-vested restricted stock awards with a weighted average grant date fair value
of $1.59 per share;
|
|
●
|
1,992,453
shares of our common stock reserved for future issuance pursuant to our existing stock incentive plans;
|
|
|
|
|
●
|
4,053,566
shares of our common stock issuable upon exercise of warrants outstanding, having a weighted average exercise price of $1.28
per share of which 466,667 were exercised at a weighted average exercise price of $1.24 per share and 197,260 shares issued as a result of the investor electing to net exercise 200,000 warrants having a strike
price of $0.01 per share:
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|
|
|
|
●
|
334
shares of our common stock held as treasury stock;
|
|
|
|
|
●
|
9,738,359
shares of our common stock sold pursuant to our JonesTrading Capital on Demand facility during the fourth quarter 2020
and from January 1, 2021 through January 22, 2021 at a weighted average sales price of $0.80 per share; and
|
|
|
|
|
●
|
1,245,000
shares of our common stock sold pursuant to our Lincoln Park Capital Equity Facility during the fourth quarter 2020
and from January 1, 2021 through January 22, 2021 at a weighted average sales price of $0.61 per share. On January
20,2021, the Company notified Lincoln Park Capital that it was terminating this equity facility effective January 21, 2021.
|
To
the extent that any outstanding options or warrants are exercised, new options are issued under our stock incentive plans, or
we otherwise issue additional shares of common stock in the future, at a price less than the public offering price, there will
be further dilution to new investors.
CAPITALIZATION
The following table
sets forth our consolidated cash and cash equivalents, equity and total capitalization as of September 30, 2020:
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on
an actual basis;
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●
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on
a pro forma basis to give effect to the sale of 25,925,925 shares of our common stock in this offering and the application
of the estimated net proceeds as described under “Use of Proceeds.”
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You
should read the data set forth in the table below in conjunction with the section of this prospectus supplement under the caption
“Use of Proceeds” as well as our “Management’s Discussion and Analysis of Financial Condition and Results
of Operations” and our financial statements and notes and other financial information included or incorporated by reference
in this prospectus supplement.
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At
September 30, 2020
(in 1,000’s)
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(UNAUDITED)
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Actual
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Pro
Forma
|
|
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|
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|
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Cash
and investments
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$
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18,340
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$
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50,640
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Preferred
stock $0.01 par value: 100,000 shares authorized; no shares issued and outstanding
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-
|
|
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-
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|
Common
stock $0.01 par value: 112,000,000 shares authorized; 36,160,114 and 62,086,039 shares issued and 36,159,780 and 62,085,705
shares outstanding actual and pro forma, respectively
|
|
|
361
|
|
|
|
620
|
|
Additional
paid-in capital
|
|
|
327,371
|
|
|
|
359,412
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|
Accumulated
deficit
|
|
|
(309,988)
|
|
|
|
(309,988)
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|
Treasury
Stock: 334 shares
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|
|
(85)
|
|
|
|
(85)
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|
Total
stockholders’ equity
|
|
|
18,659
|
|
|
|
50,959
|
|
Total
capitalization
|
|
$
|
18,659
|
|
|
$
|
50,959
|
|
The
number of shares of our common stock shown above to be outstanding immediately before and after this offering is based on 36,159,780
shares outstanding as of September 30, 2020, and excludes, as of such date:
|
●
|
4,652,475 shares
of our common stock subject to outstanding options having a weighted average exercise price of $2.77 per share;
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1,000 shares
of common stock subject to outstanding non-vested restricted stock awards with a weighted average grant date fair value of
$1.59 per share;
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1,992,453 shares
of our common stock reserved for future issuance pursuant to our existing stock incentive plans;
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4,053,566 shares of our
common stock issuable upon exercise of warrants outstanding, having a weighted average exercise
price of $1.28 per share of which 466,667 were exercised at a weighted average exercise price
of $1.24 per share and 197,260 shares issued as a result of the investor electing to net exercise
200,000 warrants having a strike price of $0.01 per share;
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●
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334 shares of
our common stock held as treasury stock;
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●
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9,738,359 shares
of our common stock sold pursuant to our JonesTrading Capital on Demand facility during the fourth quarter 2020 and from January
1, 2021 through January 22, 2021 at a weighted average sales price of $0.80 per share; and
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●
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1,245,000 shares
of our common stock sold pursuant to our Lincoln Park Capital Equity Facility during the fourth quarter 2020 and from January
1, 2021 through January 22, 2021 at a weighted average sales price of $0.61 per share. On January 20, 2021, the Company notified Lincoln
Park Capital that it was terminating this equity facility effective January 21, 2021.
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PLAN
OF DISTRIBUTION
A.G.P./Alliance Global Partners, as lead co-placement agent, and
Brookline Capital Markets, as co-placement agent, have agreed to act as the placement agents in connection with this offering.
The placement agents are not purchasing or selling any of the shares of our common stock offered by this prospectus supplement but will use their reasonable best efforts to arrange for the sale of the securities offered by this prospectus supplement. We
have entered into a securities purchase agreement directly with investors in connection with this offering. We will make offers
only to a limited number of accredited investors. The offering is expected to close on or about January 26, 2021, subject to customary
closing conditions, without further notice to you.
Fees and Expenses
We have agreed to pay the placement
agents a placement agents’ fee of approximately $2,550,000, or 7% of the aggregate purchase price of the shares of our
common stock sold in this offering. The following table shows the per share and total cash placement agents’ fees we will
pay to the placement agents in connection with the sale of the shares of our common stock offered pursuant to this prospectus
supplement and the accompanying prospectus.
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|
Per
Share
|
|
|
Total
|
|
Public
offering price
|
|
$
|
1.35
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|
|
$
|
35,000,000
|
|
Placement
agents’ fees(1)
|
|
$
|
0.0945
|
|
|
$
|
2,450,000
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|
Proceeds
to us before expenses
|
|
$
|
1.2555
|
|
|
$
|
32,550,000
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|
(1)
We have also agreed to reimburse the placement agents for certain expenses. See below.
In
addition, we have agreed to reimburse the placement agents’ expenses up to $82,500 upon closing the offering. We estimate that
the total expenses of the offering payable by us will be approximately $2.7 million including the placement agents’ fees.
Regulation
M
The placement agents may be deemed to be
underwriters within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the “Securities Act”),
and any commissions received by them and any profit realized on the resale of the shares sold by them while acting as principals
might be deemed to be underwriting discounts or commissions under the Securities Act. As an underwriter, each placement agent
would be required to comply with the requirements of the Securities Act and the Securities and Exchange Act of 1934 (the “Exchange
Act”), including, without limitation, Rule 415(a)(4) under the Securities Act and Rule 10b-5 and Regulation M under the
Exchange Act. These rules and regulations may limit the timing of purchases and sales of shares by the placement agents acting
as principals. Under these rules and regulations, the placement agents:
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may not engage in any stabilization activity in connection with our securities; and
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●
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may not bid for or purchase any of our securities or attempt to induce any person to purchase
any of our securities, other than as permitted under the Exchange Act, until they have completed their participation in the
distribution.
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Indemnification
We
have agreed to indemnify the placement agents and other specified persons against certain civil liabilities, including liabilities
under the Securities Act and the Exchange Act, and to contribute to payments that the placement agents may be required to make
in respect of such liabilities.
Lock-Up Agreement
We have agreed, subject to specified exceptions,
that until 90 days after the closing date of the offering, neither we nor our subsidiary will issue, enter into any agreement
to issue or announce the issuance or proposed issuance of any shares of common stock or any other securities that are convertible into, or exercisable or exchangeable for, or otherwise entitle the
holder thereof to receive common stock, without the
prior written consent of the placement agents or the investors participating in the offering. The placement agents may, in their
sole discretion and at any time or from time to time before the termination of the 90-day period release us from all or any portion
of this lock-up restriction.
Other Activities and Relationships
The placement agents and certain of their
affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial
and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing
and brokerage activities. The placement agents and certain of their affiliates have, from time to time, performed, and may in
the future perform, various commercial and investment banking and financial advisory services for us and our affiliates, for which
they received or will receive customary fees and expenses.
In the ordinary course of their various business
activities, the placement agents and certain of its affiliates may make or hold a broad array of investments and actively trade
debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account
and for the accounts of their customers, and such investment and securities activities may involve securities and/or instruments
issued by us and our affiliates. If the placement agents or their respective affiliates have a lending relationship with us, they
routinely hedge their credit exposure to us consistent with their customary risk management policies. The placement agents and
their respective affiliates may hedge such exposure by entering into transactions which consist of either the purchase of credit
default swaps or the creation of short positions in our securities. Any such short positions could adversely affect future trading
prices of the shares offered hereby. The placement agents and certain of their respective affiliates may also communicate independent
investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such
securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in
such securities and instruments.
The foregoing includes a brief summary
of certain provisions of the placement agency agreement and securities purchase agreement that we will enter into and does not
purport to be a complete statement of their terms and conditions. A copy of the placement agency agreement and the form of securities
purchase agreement will be filed with the SEC and incorporated by reference into the registration statement of which this prospectus
supplement forms a part. See “Where You Can Find More Information” on page S-8.
NASDAQ
Capital Market Listing
Our
common stock is listed on The NASDAQ Capital Market under the symbol “CLSN.”
LEGAL
MATTERS
The validity of the securities being offered
hereby will be passed upon by Baker & McKenzie LLP, New York, NY. Certain legal matters will be passed upon for the placement
agents by Sullivan & Worcester LLP, New York, New York.
EXPERTS
WithumSmith+Brown,
PC (“Withum”), an independent registered public accounting firm, has audited our consolidated financial statements
included in our Annual Report on Form 10-K for the year ended December 31, 2019 as set forth in their report, which is incorporated
by reference in this prospectus. Our financial statements are incorporated herein by reference in reliance on Withum’s report,
given on their authority as experts in accounting and auditing.
WHERE
YOU CAN FIND MORE INFORMATION
This
prospectus supplement constitutes a part of the registration statement on Form S-3 that we have filed with the SEC under the Securities
Act. As permitted by the SEC’s rules, this prospectus supplement and any accompanying prospectus, which forms a part of
the registration statement, do not contain all of the information that is included in the registration statement. You will find
additional information about us in the registration statement. Any statement made in this prospectus supplement or any accompanying
prospectus concerning legal documents are not necessarily complete and you should read the documents that are filed as exhibits
to the registration statement or otherwise filed with the SEC for a more complete understanding of the document or matter.
We
are subject to the reporting requirements of the Exchange Act, and file annual, quarterly and current reports, proxy statements
and other information with the SEC. You can read our SEC filings, including the registration statement, over the Internet at the
SEC’s website at http://www.sec.gov. We also maintain a website at www.celsion.com, at which you may access
these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the
SEC. The information contained in, or that can be accessed through, our website is not part of this prospectus.
You
may also request a copy of these filings, at no cost, by writing or telephoning us at: 997 Lenox Drive, Suite 100, Lawrenceville,
NJ 08648, (609) 896-9100.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The
SEC’s rules allow us to “incorporate by reference” information into this prospectus, which means that we can
disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated
by reference is deemed to be part of this prospectus, and subsequent information that we file with the SEC will automatically
update and supersede that information. Any statement contained in a previously filed document incorporated by reference will be
deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus
modifies or replaces that statement.
We
incorporate by reference our documents listed below and any future filings we may make with the SEC under Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act between the date of this prospectus and the termination of the offering of the securities described
in this prospectus supplement.
This
prospectus supplement incorporates by reference the documents set forth below that have previously been filed with the SEC:
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our
Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the SEC on March 25, 2020;
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our
Quarterly Reports on Form 10-Q for the fiscal quarter ended March 31, 2020, filed with the SEC on May 15, 2020, for the fiscal
quarter ended June 30, 2020, filed with the SEC on August 14, 2020 and for the fiscal quarter ended September 20, 2020, filed
with the SEC on November 16, 2020;
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the
portions of our definitive proxy statement on Schedule 14A filed with the SEC on April 29, 2020 that are deemed “filed”
with the SEC under the Exchange Act;
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our
Current Reports on Form 8-K filed with the SEC on March 3, 2020, March 9, 2020, March 13, 2020, April 23, 2020, June 1, 2020,
June 16, 2020, June 22, 2020, June 26, 2020, July 13, 2020, August 3, 2020, September 2, 2020, September 4, 2020, September
8, 2020, October 16, 2020, December 31, 2020, and January 21, 2021; and
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the
description of our common stock contained in our registration statement on Form 8-A filed with the SEC on May 26, 2000, as
amended by a Form 8-A/A dated February 7, 2008, and any amendments or reports filed for the purpose of updating such description.
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All
reports and other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date
of this prospectus supplement and prior to the termination of this offering, but excluding any information furnished to, rather
than filed with, the SEC, will also be incorporated by reference into this prospectus supplement and deemed to be part of this
prospectus supplement from the date of the filing of such reports and documents.
Any
statement contained in this prospectus supplement or in a document incorporated or deemed to be incorporated by reference into
this prospectus supplement will be deemed to be modified or superseded for purposes hereof to the extent that a statement contained
in this prospectus supplement or any other subsequently filed document that is deemed to be incorporated by reference into this
prospectus supplement modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except
as so modified or superseded, to constitute a part of this prospectus supplement.
You
may request a free copy of any of the documents incorporated by reference in this prospectus supplement (other than exhibits,
unless they are specifically incorporated by reference in the documents) by writing or telephoning us at the following address:
Celsion,
Inc.
997
Lenox Drive, Suite 100
Lawrenceville,
NJ 08648
(609)
896-9100
Exhibits
to the filings will not be sent, however, unless those exhibits have specifically been incorporated by reference in this prospectus
supplement.
PROSPECTUS
$75,000,000
Common Stock
Preferred Stock
Debt Securities
Warrants
Rights
Units
and
190,114 Shares of Common Stock
Issuable upon Exercise of Outstanding Warrants
Offered by the Selling Stockholder
This
prospectus relates to a primary offering by the Company and a secondary offering by the selling stockholder.
In
the primary offering, from time to time, we may offer or sell, together or separately, in one or more offerings:
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warrants
to purchase common stock or preferred stock;
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rights
to purchase common stock or preferred stock; and
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●
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units
comprised of two or more of the foregoing securities.
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We
may sell any combination of these securities in one or more offerings, up to an aggregate offering price of $75,000,000, in amounts,
at prices and on terms to be determined at the time of each offering thereof. This prospectus provides you with a general description
of the securities we may offer. Each time we offer securities using this prospectus, we will provide the specific terms of the
securities and the offering in one or more supplements to this prospectus. We may also authorize one or more free writing prospectuses
to be provided to you in connection with these offerings. The prospectus supplement and any related free writing prospectus may
also add to, update or change the information contained in this prospectus and will also describe the specific manner in which
we will offer the securities.
The
securities may be sold directly by us to investors, through agents designated from time to time or to or through underwriters
or dealers, on a continuous or delayed basis. For additional information on the methods of sale, you should refer to the section
titled “Plan of Distribution” in this prospectus. If any agents or underwriters are involved in the sale of any securities
with respect to which this prospectus is being delivered, the names of such agents or underwriters and any applicable fees, commissions,
discounts and over-allotment options will be set forth in a prospectus supplement. The price to the public of such securities
and the net proceeds that we expect to receive from such sale will also be set forth in a prospectus supplement.
This
prospectus may not be used to sell any securities unless accompanied by a prospectus supplement. You should carefully read
this prospectus, any accompanying prospectus supplement and any related free writing prospectus, as well as any documents incorporated
by reference, prior to investing in any of our securities.
This prospectus also relates to the resale,
from time to time, by the selling stockholder identified in this prospectus under the caption “Selling Stockholder,”
of up to 190,114 shares of our common stock, par value $0.01 per share, issuable upon exercise of the certain Warrants to Purchase
Shares of common stock (the “Warrants”) on the terms described in this prospectus or in an applicable prospectus
supplement. We will not receive any proceeds from the sale of shares of common stock by the selling stockholder. We will receive
proceeds from cash exercise of the Warrants, which, if exercised in cash with respect to all of the 190,114 shares of common stock,
would result in gross proceeds of approximately $500,000 to us. The selling stockholder will bear all commissions and discounts,
if any, attributable to the sale of the shares.
The
selling stockholder may sell the shares of our common stock offered by this prospectus from time to time on terms to be determined
at the time of sale through ordinary brokerage transactions or through any other means described in this prospectus under the
caption “Plan of Distribution.” The shares of common stock may be sold at fixed prices, at market prices prevailing
at the time of sale, at prices related to prevailing market price or at negotiated prices.
Investing
in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the
heading “Risk Factors” beginning on page 11 of this prospectus, in any accompanying prospectus supplement and in any
related free writing prospectus, and under similar headings in the documents incorporated by reference into this prospectus, any
accompanying prospectus supplement and any related free writing prospectus.
Our
common stock is traded on The NASDAQ Capital Market under the symbol “CLSN.” On September 27, 2018, the last reported
sale price of our common stock on The NASDAQ Capital Market was $2.79 per share. We do not expect our preferred stock, debt securities,
warrants, rights or units to be listed on any securities exchange or over-the-counter market unless otherwise described in the
applicable prospectus supplement.
As
of September 27, 2018, the aggregate market value of our voting and non-voting common stock held by non-affiliates pursuant to
General Instruction I.B.6. of Form S-3 was $49.7 million which was calculated based on 17,801,648 outstanding shares of our voting
and non-voting common stock held by non-affiliates and at a price of $2.79 per share, the closing sale price of our common stock
reported on The NASDAQ Capital Market on September 27, 2018. As a result, we are eligible to offer and sell up to an aggregate
of 19,330,540 of shares of our common stock pursuant to General Instruction I.B.6. of Form S-3. During the 12 calendar months
prior to and including the date of this prospectus, we have offered and sold $450,000 of securities under this Registration Statement
and or our Registration Statement (File No. 333-206789) filed on September 4, 2015 pursuant to General Instruction I.B.6 of Form
S-3. In no event will we sell the securities covered hereby in a public primary offering with a value exceeding more than one-third
of our public float in any 12-month period so long as our public float remains below $75.0 million.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The
date of this prospectus is October 12, 2018
TABLE
OF CONTENTS
About
this Prospectus
This
prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (SEC) utilizing
a “shelf” registration process. Under this shelf registration process, we may, from time to time, offer shares of
our common stock, shares of our preferred stock, debt securities, warrants, rights or units comprised of two or more of the foregoing
securities in one or more offerings, for a total maximum offering price not to exceed $75,000,000.
In
addition, this prospectus relates to the resale, from time to time, by the selling stockholder identified in this prospectus under
the caption “Selling Stockholder,” of up to 190,114 shares of our common stock, par value $0.01 per share, issuable
upon exercise of certain Warrants. As described below under “Selling Stockholder”, on page 25 the Warrants are immediately
exercisable for cash or by net exercise from the date of grant and will expire after ten years from the date of grant. The Warrants
are exercisable for a total of 190,114 shares of common stock at $2.63 per share by the selling stockholder. We will not receive
any proceeds from the sale of shares of common stock by the selling stockholder. We will receive proceeds from the cash exercise
of the warrants which, if exercised in cash with respect to all of the 190,114 shares of common stock, would result in gross proceeds
of approximately $500,000 to us.
This
prospectus provides you with a general description of the securities we may offer. Each time we sell any securities under this
prospectus, we will provide a prospectus supplement that will contain more specific information about the terms of that specific
offering, including the specific amounts, prices and terms of the securities offered. Any prospectus supplement may include a
discussion of risks or other special considerations applicable to us or the offered securities. Any prospectus supplement may
also add to, update or change information contained in this prospectus. To the extent there is a conflict between the information
contained in this prospectus, on the one hand, and the information contained in any prospectus, on the other hand, you should
rely on the information in the prospectus supplement. If any statement in one of these documents is inconsistent with a statement
in another document having a later date-for example, a document incorporated by reference in the accompanying prospectus-the statement
in the document having the later date modifies or supersedes the earlier statement.
This
prospectus and any applicable prospectus supplement contain and incorporate by reference market data, industry statistics and
other data that have been obtained or compiled from information made available by third parties. These data, to the extent they
contain estimates or projections, involve a number of assumptions and limitations, and you are cautioned not to give undue weight
to such estimates or projections. Industry publications and other reports we have obtained from independent parties generally
state that the data contained in these publications or other reports have been obtained in good faith or from sources considered
to be reliable, but they do not guarantee the accuracy or completeness of such data.
We
urge you to carefully read this prospectus, any applicable prospectus supplement and any related free writing prospectus, any
documents that we incorporate by reference in this prospectus, any applicable prospectus supplement and any related free writing
prospectus, and the additional information described below under “Where You Can Find More Information” and “Incorporation
of Certain Documents by Reference” before making an investment decision. You should rely only on the information contained
or incorporated by reference in this prospectus, any applicable prospectus supplement and any related free writing prospectus.
We have not authorized anyone to provide you with different information. If anyone provides you with additional, different or
inconsistent information, you should not rely on it. You should not assume that the information we have included in this prospectus,
any applicable prospectus supplement, any related free writing prospectus or any documents incorporated by reference herein or
therein is accurate as of any date other than the dates of those documents. Our business, financial condition, results of operations
and prospects may have changed since those dates.
This
document may only be used where it is legal to sell these securities. This prospectus is not an offer to sell these securities
and it is no soliciting an offer to buy these securities in any jurisdiction whether the offer or sale is not permitted.
Unless
the context indicates otherwise, as used in this prospectus, the terms “Celsion,” “the Company,” “we,”
“us” and “our” refer to Celsion Corporation, a Delaware corporation, and its wholly-owned subsidiary,
CLSN Laboratories, Inc., also a Delaware corporation. The Celsion brand and product names, including but not limited to Celsion®
and ThermoDox®, contained in this prospectus are trademarks, registered trademarks or service marks of Celsion Corporation
or its subsidiary in the United States and certain other countries. This document may also contain references to trademarks and
service marks of other companies that are the property of their respective owners.
Where
You Can Find Additional Information
We
are subject to the information requirements of the Securities Exchange Act of 1934, as amended (Exchange Act). In accordance with
the Exchange Act, we file annual, quarterly and current reports, proxy statements and other information with the SEC. Such reports,
proxy statements and other information filed by us are available to the public free of charge at www.sec.gov. You may also read
and copy any document we file with the SEC at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington,
D.C. 20549. You may obtain information on the operation of the public reference facilities by calling the SEC at 1-800-SEC-0330.
Copies of certain information filed by us with the SEC are also available on our website at www.celsion.com. The information available
on or through our website is not part of this prospectus or any accompanying prospectus supplement or related free writing prospectus
and should not be relied upon.
This
prospectus is part of a registration statement that we filed with the SEC. This prospectus omits some information contained in
the registration statement in accordance with SEC rules and regulations. You should review the information and exhibits in the
registration statement for further information about us and the securities being offered hereby. Statements in this prospectus
concerning any document we filed as an exhibit to the registration statement or that we otherwise filed with the SEC are not intended
to be comprehensive and are qualified by reference to the filings. You should review the complete document to evaluate these statements.
Information
Incorporated by Reference
The
SEC rules allow us to “incorporate by reference” into this prospectus information that we file with the SEC. Incorporation
by reference allows us to disclose important information to you by referring you to those publicly available documents. The information
that we incorporate by reference into this prospectus is considered to be part of this prospectus. These documents may include
Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as proxy statements. You
should read the information incorporated by reference because it is an important part of this prospectus.
This
prospectus incorporates by reference the documents listed below, other than those documents or the portions of those documents
deemed to be furnished and not filed in accordance with the SEC rules:
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our
Annual Report on Form 10-K for the fiscal year ended December 31, 2017 filed with the
SEC on March 27, 2018;
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our
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2018 filed with
the SEC on May 11, 2018 and June 27, 2018;
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our
Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2018 filed with the
SEC on August 14, 2018;
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our
Current Reports on Form 8-K filed with the SEC on February 6, 2018, May 15, 2018, June
28, 2018 and September 4, 2018;
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our
Definitive Proxy Statement on Schedule 14A filed with the SEC on March 30, 2018; and
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the
description of our common stock contained in our registration statement on Form 8-A filed
with the SEC on May 26, 2000, as amended by a Form 8-A/A dated February 7, 2008, and
any amendments or reports filed for the purpose of updating such description.
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Any
statement contained in any document incorporated by reference herein shall be deemed to be modified or superseded for purposes
of this prospectus to the extent that a statement contained in this prospectus or any prospectus supplement modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute
a part of this prospectus.
We
also incorporate by reference any future filings, other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K
and exhibits filed on such form that are related to such items, made with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act, in each case, other than those documents or the portions of those documents deemed to be furnished and not
filed in accordance with SEC rules, until the offering of the securities under the registration statement of which this prospectus
forms a part is terminated or completed. Information in such future filings updates and supplements the information provided in
this prospectus. Any statements in any such future filings will be deemed to modify and supersede any information in any document
we previously filed with the SEC that is incorporated or deemed to be incorporated herein by reference to the extent that statements
in the later filed document modify or replace such earlier statements.
Because
we are incorporating by reference future filings with the SEC, this prospectus is continually updated and later information filed
with the SEC may update and supersede some of the information included or incorporated by reference in this prospectus. This means
that you must look at all of the SEC filings that we incorporate by reference to determine if any of the statements in this prospectus
or in any document previously incorporated by reference have been modified or superseded.
We
will provide without charge to each person, including any beneficial owners, to whom this prospectus is delivered, upon his or
her written or oral request, a copy of any or all documents referred to above which have been or may be incorporated by reference
into this prospectus but not delivered with this prospectus, excluding exhibits to those documents unless they are specifically
incorporated by reference into those documents. You may request a copy of these documents by writing or telephoning us at the
following address.
Celsion
Corporation
997 Lenox Drive, Suite 100
Lawrenceville, New Jersey 08648
(609) 896-9100
Attention: Jeffrey W. Church
Senior Vice President and Chief Financial Officer
Forward-Looking
Statements
Certain
statements contained or incorporated by reference in this prospectus, in any applicable prospectus and in any related free writing
prospectus constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and
releases issued by the SEC and within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act),
and Section 21E of the Exchange Act. From time to time, we may publish forward-looking statements relating to such matters as
anticipated financial performance, business prospects, technological developments, product pipelines, clinical trials and research
and development activities, the adequacy of capital reserves and anticipated operating results and cash expenditures, current
and potential collaborations, strategic alternatives and other aspects of our present and future business operations and similar
matters that also constitute such forward-looking statements. These statements involve known and unknown risks, uncertainties
and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to
be materially different from any future results, levels of activity, performance or achievements expressed or implied by such
forward-looking statements. Such statements include, without limitation:
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any
statements regarding future operations, plans, regulatory filings or approvals, including
the plans and objectives of management for future operations or programs or proposed
new products or services;
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any
statements regarding the performance, or likely performance, or outcomes or economic
benefit of any of our research and development activities, proposed or potential clinical
trials or new drug filing strategies or timelines, including whether any of our clinical
trials will be completed successfully within any specified time period or at all;
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any
projections of earnings, cash resources, revenue, expense or other financial terms;
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any
statements regarding the initiation, timing, progress and results of our research and
development programs, preclinical studies, any clinical trials and Investigational New
Drug application, New Drug Application and other regulatory submissions;
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any
statements regarding cost and timing of development and testing, capital structure, financial
condition, working capital needs and other financial items;
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any
statements regarding the implementation of our business model and integration of acquired
technologies, assets or businesses and existing or future collaborations, mergers, acquisitions
or other strategic transactions;
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any
statements regarding approaches to medical treatment, any introduction of new products
by others, any possible licenses or acquisitions of other technologies, assets or businesses,
or possible actions by customers, suppliers, strategic partners, potential strategic
partners, competitors or regulatory authorities;
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any
statements regarding development or success of our collaboration arrangements or future
payments that may come due to us under these arrangements;
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any
statements regarding compliance with the listing standards of The NASDAQ Capital Market;
and
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any
statements regarding future economic conditions or performance and any statement of assumptions
underlying any of the foregoing.
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In
some cases, you can identify forward-looking statements by terminology such as “expect,” “anticipate,”
“estimate,” “continue,” “plan,” “believe,” “could,” “intend,”
“predict,” “may,” “should,” “will,” “would” and words of similar import
regarding our expectations. Forward-looking statements are only predictions. Actual events or results may differ materially. Although
we believe that our expectations are based on reasonable assumptions within the bounds of our knowledge of our industry, business
and operations, we cannot guarantee that actual results will not differ materially from our expectations. In evaluating such forward-looking
statements, you should specifically consider various factors, including the risks outlined under “Risk Factors” contained
in this prospectus and any related free writing prospectus, and in our most recent Annual Report on Form 10-K and our most recent
filed Quarterly Reports on Form 10-Q, as well as any amendments thereto reflected in subsequent filings with the SEC. The discussion
of risks and uncertainties set forth in those filings is not necessarily a complete or exhaustive list of all risks facing us
at any particular point in time. We operate in a highly competitive, highly regulated and rapidly changing environment, and our
business is in a state of evolution. Therefore, it is likely that new risks will emerge and the nature and elements of existing
risks will change. It is not possible for management to predict all such risk factors or changes therein or to assess either the
impact of all such risk factors on our business or the extent to which any individual risk factor, combination of factors or new
or altered factors may cause results to differ materially from those contained in any forward-looking statement. Forward-looking
statements represent our estimates and assumptions only as of the date such forward-looking statements are made. You should carefully
read this prospectus supplement and any related free writing prospectus, together with the information incorporated herein or
therein by reference as described under the section titled “Information Incorporated By Reference,” and with the understanding
that our actual future results may materially differ from what we expect.
Except
as required by law, forward-looking statements speak only as of the date they are made, and we assume no obligation to update
any forward-looking statements publicly, or to update the reasons why actual results could differ materially from those anticipated
in any forward-looking statements, even if new information becomes available.
Prospectus
Summary
The
following summary highlights information contained elsewhere or incorporated by reference in this prospectus. This summary does
not contain all of the information you should consider before investing in the securities. Before making an investment decision,
you should read the entire prospectus carefully, including the matters discussed under the heading “Risk Factors”
in this prospectus.
Overview
Celsion
is a fully-integrated development stage oncology drug company focused on advancing a portfolio of innovative cancer treatments,
including directed chemotherapies, DNA-mediated immunotherapy and RNA based therapies. Our lead product candidate is ThermoDox®,
a proprietary heat-activated liposomal encapsulation of doxorubicin, currently in a Phase III clinical trial for the treatment
of primary liver cancer (the OPTIMA Study). Second in our pipeline is GEN-1, a DNA-mediated immunotherapy for the localized treatment
of ovarian and brain cancers. We have two platform technologies providing the basis for the future development of a range of therapeutics
for difficult-to-treat forms of cancer including: Lysolipid Thermally Sensitive Liposomes, a heat sensitive liposomal based dosage
form that targets disease with known therapeutics in the presence of mild heat and TheraPlas, a novel nucleic acid-based treatment
for local transfection of therapeutic plasmids. With these technologies we are working to develop and commercialize more efficient,
effective and targeted oncology therapies that maximize efficacy while minimizing side-effects common to cancer treatments.
ThermoDox®
ThermoDox®
is being evaluated in a Phase III clinical trial for primary liver cancer, which we call the OPTIMA Study, which was initiated
in 2014 and a Phase II clinical trial for recurrent chest wall breast cancer. ThermoDox® is a liposomal encapsulation of doxorubicin,
an approved and frequently used oncology drug for the treatment of a wide range of cancers. Localized heat at hyperthermia temperatures
(greater than 40° Celsius) releases the encapsulated doxorubicin from the liposome enabling high concentrations of doxorubicin
to be deposited preferentially in and around the targeted tumor.
The
OPTIMA Study
The
OPTIMA Study represents an evaluation of ThermoDox® in combination with a first line therapy, radio frequency ablation (RFA),
for newly diagnosed, intermediate stage HCC patients. HCC incidence globally is approximately 850,000 new cases per year and is
the third largest cancer indication globally. Approximately 30% of newly diagnosed patients can be addressed with RFA alone.
On
February 24, 2014, we announced that the United States Food and Drug Administration (the “FDA”), after its customary
30-day review period, provided clearance for the OPTIMA Study, which is a pivotal, double-blind, placebo-controlled Phase III
trial of ThermoDox®, in combination with standardized RFA, for the treatment of primary liver cancer. The trial design of
the OPTIMA Study is based on the comprehensive analysis of data from an earlier clinical trial called the HEAT Study, which is
described below. The OPTIMA Study is supported by a hypothesis developed from an overall survival analysis of a large subgroup
of patients from the HEAT Study.
We
initiated the OPTIMA Study in 2014. The OPTIMA Study was designed with extensive input from globally recognized hepatocellular
carcinoma (“HCC”) researchers and expert clinicians and after receiving formal written consultation from the FDA.
The OPTIMA Study is expected to enroll up to 550 patients globally at up to 70 sites in the United States, Canada, Europe Union,
China and other countries in the Asia-Pacific region, and will evaluate ThermoDox® in combination with standardized RFA, which
will require a minimum of 45 minutes across all investigators and clinical sites for treating lesions three to seven centimeters,
versus standardized RFA alone. The primary endpoint for this clinical trial is overall survival (“OS”), and the secondary
endpoints are progression free survival and safety. The statistical plan calls for two interim efficacy analyses by an independent
Data Monitoring Committee (DMC).
On
December 16, 2015, we announced that we had received the clinical trial application approval from the China Food and Drug Administration
(the “CFDA”) to conduct the OPTIMA Study in China. This clinical trial application approval will allow Celsion to
enroll patients at up to 20 clinical sites in China. On April 26, 2016, we announced that the first patient in China had been
enrolled in the OPTIMA Study. Results from the OPTIMA Study, if successful, will provide the basis for a global registration filing
and marketing approval.
On
April 9, 2018, the Company announced that the DMC for the Company’s OPTIMA Study completed its last regularly scheduled
review of the patients enrolled in the trial and has unanimously recommended that the OPTIMA Study continue according to protocol
to its final data readout. The DMC’s recommendation was based on the its assessment of safety and data integrity of the
first 75% of patients randomized in the trial as of February 5, 2018. The DMC reviewed study data at regular intervals, with the
primary responsibilities of ensuring the safety of all patients enrolled in the study, the quality of the data collected, and
the continued scientific validity of the study design. As part of its review of the first 413 patients, the DMC monitored a quality
matrix relating to the total clinical data set, confirming the timely collection of data, that all data are current as well as
other data collection and quality criteria.
On
September 5, 2018, the Company announced that it has reached its enrollment objective of 550 patients in the Phase III OPTIMA
Study.
The
HEAT Study
On
January 31, 2013, the Company announced that the HEAT Study, ThermoDox® in combination with RFA, did not meet the primary
endpoint, PFS, of a Phase III clinical trial enrolling 701 patients with primary liver cancer. This determination was made after
conferring with the HEAT Study independent DMC, that the HEAT Study did not meet the goal of demonstrating a clinically meaningful
improvement in progression free survival. In the trial, ThermoDox® was well-tolerated with no unexpected serious adverse events.
Following the announcement of the HEAT Study results, we continued to follow patients for OS, the secondary endpoint of the HEAT
Study. We have conducted a comprehensive analysis of the data from the HEAT Study to assess the future strategic value and development
strategy for ThermoDox®.
The
DIGNITY Study
On
December 14, 2015, we announced final data from our ongoing DIGNITY study, which is an open-label, dose-escalating Phase II trial
of ThermoDox® in patients with recurrent chest wall breast cancer. The DIGNITY Study was designed to establish a safe therapeutic
dose in Phase I, and to demonstrate local control in Phase II, including complete and partial responses, and stable disease as
its primary endpoint. The DIGNITY Study was also designed to evaluate kinetics in ThermoDox® produced from more than one manufacturing
site. Of the 29 patients enrolled and treated, 21 patients were eligible for evaluation of efficacy. Approximately 62% of evaluable
patients experienced a local response, including six complete responses and seven partial responses.
Acquisition
of EGEN Assets
On
June 20, 2014, we completed the acquisition of substantially all of the assets of EGEN, Inc., an Alabama corporation, which has
changed its company name to EGWU, Inc. after the closing of the acquisition (“EGEN”), pursuant to an asset purchase
agreement dated as of June 6, 2014, by and between EGEN and Celsion (the “Asset Purchase Agreement”). We acquired
all of EGEN’s right, title and interest in and to substantially all of the assets of EGEN, including cash and cash equivalents,
patents, trademarks and other intellectual property rights, clinical data, certain contracts, licenses and permits, equipment,
furniture, office equipment, furnishings, supplies and other tangible personal property. In addition, CLSN Laboratories assumed
certain specified liabilities of EGEN, including the liabilities arising out of the acquired contracts and other assets relating
to periods after the closing date. The total purchase price for the asset acquisition is up to $44.4 million, including potential
future earnout payments of up to $30.4 million contingent upon achievement of certain earnout milestones set forth in the Asset
Purchase Agreement. At the closing, we paid approximately $3.0 million in cash after the expense adjustment and issued 193,728
shares of our common stock to EGEN. The shares of common stock were issued in a private transaction exempt from registration under
the Securities Act, pursuant to Section 4(2) thereof. In addition, the Company held back 47,862 shares of common stock issuable
to EGEN pending satisfactory resolution of any post-closing adjustments of expenses and EGEN’s indemnification obligations
under the EGEN Purchase Agreement (Holdback Shares). These shares were issued on June 16, 2017.
After
its review in 2016, management concluded that there was no immediate opportunity to out-license TheraSilence. As a result of this
analysis, the earnout payments were adjusted prior to 2017 and are now up to $24.4 million that may become payable, in cash, shares
of our common stock or a combination thereof, at our option, upon achievement of two major milestone events as follows:
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$12.4
million will become payable upon achieving certain specified development milestones relating
to an ovarian cancer study of GEN-1 (formerly known as EGEN-001) to be conducted by us
or our subsidiary; and
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$12.0
million will become payable upon achieving certain specified development milestones relating
to a GEN-1 glioblastoma multiforme brain cancer study to be conducted by us or our subsidiary.
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Our
obligations to make the earnout payments will terminate on the seventh anniversary of the closing date. In the acquisition, we
purchased GEN-1, a DNA-based immunotherapy for the localized treatment of ovarian and brain cancers, and two platform technologies
for the development of treatments for those suffering with difficult-to-treat forms of cancer, novel nucleic acid-based immunotherapies
and other anti-cancer DNA or RNA therapies, including TheraPlas and TheraSilence.
GEN-I
In
February 2015, we announced that the FDA accepted, without objection, the Phase I dose-escalation clinical trial of GEN-1 in combination
with the standard of care in neo-adjuvant ovarian cancer (the OVATION Study). On September 30, 2015, we announced enrollment of
the first patient in the OVATION Study. The OVATION Study is designed to (i) to identify a safe, tolerable and potentially therapeutically
active dose of GEN-1 by recruiting and maximizing an immune response and (ii) to enroll three to six patients per dose level and
will evaluate safety and efficacy and attempt to define an optimal dose for a follow-on Phase I/II study. In addition, the OVATION
Study establishes a unique opportunity to assess how cytokine-based compounds such as GEN-1, directly affect ovarian cancer cells
and the tumor microenvironment in newly diagnosed patients. The study is designed to characterize the nature of the immune response
triggered by GEN-1 at various levels of the patients’ immune system, including:
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Infiltration
of cancer fighting T-cell lymphocytes into primary tumor and tumor microenvironment including
peritoneal cavity, which is the primary site of metastasis of ovarian cancer;
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Changes
in local and systemic levels of immuno-stimulatory and immunosuppressive cytokines associated
with tumor suppression and growth, respectively; and
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Expression
profile of a comprehensive panel of immune related genes in pre-treatment and GEN-1-treated
tumor tissue.
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We
initiated the OVATION Study at four clinical sites at the University of Alabama at Birmingham, Oklahoma University Medical Center,
Washington University in St. Louis and the Medical College of Wisconsin. During 2016 and 2017, we announced data from the first
fourteen patients in the OVATION Study, who completed treatment.
On
October 3, 2017, we announced final clinical and translational research data from the OVATION Study, a Phase Ib dose escalating
clinical trial combining GEN-1 with the standard of care for the treatment of newly-diagnosed patients with advanced Stage III/IV
ovarian cancer who will undergo neoadjuvant chemotherapy followed by interval debulking surgery.
GEN-1
OVATION II Study.
The
Company held an Advisory Board Meeting on September 27, 2017 with the clinical investigators and scientific experts including
those from Roswell Park Cancer Institute, Vanderbilt University Medical School, and M.D. Anderson Cancer Center to review and
finalize clinical, translational research and safety data from the Phase IB OVATION Study in order to determine the next steps
forward for our GEN-1 immunotherapy program.
On
November 13, 2017, the Company filed its Phase I/II clinical trial protocol with the U.S. Food and Drug Administration for GEN-1
for the localized treatment of ovarian cancer. The protocol is designed with a single dose escalation phase to 100 mg/m²
to identify a safe and tolerable dose of GEN-1 while maximizing an immune response. The 12 patient Phase I portion of the study
will be followed by a continuation at the selected dose in up to 118 patient randomized Phase II study. GEN-1 has demonstrated
positive safety and efficacy data in the recently completed dose escalation Phase IB trial in combination with neoadjuvant chemotherapy.
TheraPlas
Technology Platform
TheraPlas
is a technology platform for the delivery of DNA and messenger RNA (“mRNA”) therapeutics via synthetic non-viral carriers
and is capable of providing cell transfection for double-stranded DNA plasmids and large therapeutic RNA segments such as mRNA.
There are two components of the TheraPlas system, a plasmid DNA or mRNA payload encoding a therapeutic protein and a delivery
system. The delivery system is designed to protect the DNA/RNA from degradation and promote trafficking into cells and through
intracellular compartments. We designed the delivery system of TheraPlas by chemically modifying the low molecular weight polymer
to improve its gene transfer activity without increasing toxicity. We believe TheraPlas is a viable alternative to current approaches
to gene delivery due to several distinguishing characteristics, including enhanced molecular versatility that allows for complex
modifications to improve activity and safety.
Technology
Development and Licensing Agreements.
Our
current efforts and resources are applied on the development and commercialization of cancer drugs including tumor-targeting chemotherapy
treatments using focused heat energy in combination with heat-activated drug delivery systems, immunotherapies and RNA-based therapies.
On
August 8, 2016, we signed a Technology Transfer, Manufacturing and Commercial Supply Agreement (the “GEN-1 Agreement”)
with Zhejiang Hisun Pharmaceutical Co. Ltd. (Hisun) to pursue an expanded partnership for the technology transfer relating to
the clinical and commercial manufacture and supply of GEN-1, Celsion’s proprietary gene mediated, IL-12 immunotherapy, for
the greater China territory, with the option to expand into other countries in the rest of the world after all necessary regulatory
approvals are obtained. The GEN-1 Agreement will help to support supply for both ongoing and planned clinical studies in the United
States, and for potential future studies of GEN-1 in China. GEN-1 is currently being evaluated by Celsion in first line ovarian
cancer patients.
In
June 2012, Celsion and Hisun signed a long-term commercial supply agreement for the production of ThermoDox®. Hisun is one
the largest manufacturers of chemotherapy agents globally, including doxorubicin. In July 2013, the ThermoDox® collaboration
was expanded to focus on next generation liposomal formulation development with the goal of creating safer, more efficacious versions
of marketed cancer chemotherapeutics. During 2015, Hisun successfully completed the manufacture of three registration batches
for ThermoDox® and has obtained regulatory approvals to supply ThermoDox® to participating clinical trial sites in all
of the countries of South East Asia, Europe and North America, as well as to the European Union countries allowing for early access
to ThermoDox®. The future manufacturing of clinical and commercial supplies by Hisun will result in a cost structure allowing
Celsion to profitably access all global markets, including third world countries, and help accelerate the Company’s product
development program in China for ThermoDox® in primary liver cancer and other approved indications.
Business
Strategy
We
have not generated and do not expect to generate any revenue from product sales in the next several years, if at all. An element
of our business strategy has been to pursue, as resources permit, the research and development of a range of product candidates
for a variety of indications. We may also evaluate licensing cancer products from third parties for cancer treatments to expand
our current product pipeline. This is intended to allow us to diversify the risks associated with our research and development
expenditures. To the extent we are unable to maintain a broad range of product candidates, our dependence on the success of one
or a few product candidates would increase and results such as those announced in relation to the HEAT study on January 31, 2013
will have a more significant impact on our financial prospects, financial condition and market value. We may also consider and
evaluate strategic alternatives, including investment in, or acquisition of, complementary businesses, technologies or products.
As demonstrated by the HEAT Study results, drug research and development is an inherently uncertain process and there is a high
risk of failure at every stage prior to approval. The timing and the outcome of clinical results are extremely difficult to predict.
The success or failure of any preclinical development and clinical trial can have a disproportionately positive or negative impact
on our results of operations, financial condition, prospects and market value.
Our
current business strategy includes the possibility of entering into collaborative arrangements with third parties to complete
the development and commercialization of our product candidates. In the event that third parties take over the clinical trial
process for one or more of our product candidates, the estimated completion date would largely be under the control of that third
party rather than us. We cannot forecast with any degree of certainty which proprietary products or indications, if any, will
be subject to future collaborative arrangements, in whole or in part, and how such arrangements would affect our development plan
or capital requirements. We may also apply for subsidies, grants or government or agency-sponsored studies that could reduce our
development costs.
As
a result of the uncertainties discussed above, among others, we are unable to estimate the duration and completion costs of our
research and development projects or when, if ever, and to what extent we will receive cash inflows from the commercialization
and sale of a product. Our inability to complete our research and development projects in a timely manner or to obtain positive
results in our clinical trials, as well as any failure to enter into collaborative agreements when appropriate, could significantly
increase our capital requirements and could adversely impact our liquidity. While our estimated future capital requirements are
uncertain and could increase or decrease as a result of many factors, including the extent to which we choose to advance our research,
development and clinical trials or whether we are in a position to pursue manufacturing or commercialization activities, it is
clear we will need significant additional capital to develop our product candidates through clinical development, manufacturing
and commercialization. We do not know whether we will be able to access additional capital when needed or on terms favorable to
us or our stockholders. Our inability to raise additional capital, or to do so on terms reasonably acceptable to us, would jeopardize
the future success of our business.
Corporate
Information
We
were founded in 1982 and are a Delaware corporation. Our shares of common stock trade on The NASDAQ Capital Market under the symbol
“CLSN.” Our principal executive offices are located at 997 Lenox Drive, Suite 100, Lawrenceville, New Jersey 08648.
Our telephone number is (609) 896-9100 and our website is www.celsion.com. The information available on or through our website
is not part of or incorporated by reference into, this prospectus and should not be relied upon.
Horizon
Loan Agreement
On
June 27, 2018, the Company issued warrants (the “Warrants”) exercisable for a total of 190,114 shares of common stock
to Horizon Technology Finance Corporation (“Horizon”) in connection with the loan agreement entered into by and between
Celsion and Horizon. The Warrants are immediately exercisable, at a per share exercise price of $2.63, for cash or by net exercise
from the date of grant and will expire after ten years from the date of grant.
Risk
Factors
Investing
in our securities involves a high degree of risk. You should carefully consider and evaluate all of the information contained
in this prospectus, any accompanying prospectus supplement and in the documents incorporated by reference in this prospectus and
any accompanying prospectus supplement before you decide to purchase our securities. In particular, you should carefully consider
and evaluate the risks and uncertainties described in “Part I - Item 1A. Risk Factors” of our most recent Annual Report
on Form 10-K, as updated by the additional risks and uncertainties set forth in our most recent Quarterly Report on Form 10-Q
and in other filings we make with the SEC, as well as the risks and uncertainties described under the heading “Risk Factors”
contained in the applicable prospectus supplement or in any other document incorporated by reference into this prospectus. Any
of the risks and uncertainties set forth therein could materially and adversely affect our business, results of operations and
financial condition, which in turn could materially and adversely affect the trading price or value of our securities. As a result,
you could lose all or part of your investment.
Use
of Proceeds
Unless
otherwise indicated in a prospectus supplement, we currently intend to use the net proceeds from the sale of the securities offered
hereby for general corporate purposes, which may include the further research and development, clinical trials, manufacture and
commercialization of our lead product candidate, ThermoDox®, and other products, including GEN-1, and to fund research and
development of our technologies, working capital, repaying, redeeming or repurchasing debt, capital expenditures and other general
corporate purposes. We may also use a portion of the net proceeds to acquire or invest in businesses, products and technologies
that are complementary to our own, as well as for capital expenditures. We have not specifically allocated the proceeds to those
purposes as of the date of this prospectus. Pending these uses, we expect to invest the net proceeds in short-term, interest-bearing
instruments or other investment-grade securities, certificates of deposits or short-term U.S. government securities. The precise
amount and timing of the application of proceeds from the sale of securities will depend on our funding requirements and the availability
and cost of other funds at the time of sale. Allocation of proceeds of a particular series of securities, or the principal reason
for the offering if no allocation has been made, will be described in the applicable prospectus supplement or in any related free
writing prospectus.
We
will not receive any proceeds from the resale of shares of our common stock by the selling stockholder however, we will receive
proceeds of approximately $500,000 if all of the Warrants for which the underlying shares are being registered herein are exercised.
We expect to use any proceeds from the exercise of these warrants for capital expenditures, working capital and other general
corporate purposes.
Dividend
Policy
We
have never declared or paid any cash dividends on our common stock and do not currently anticipate declaring or paying cash dividends
on our common stock in the foreseeable future. We currently intend to retain all of our future earnings, if any, to finance operations.
Any future determination relating to our dividend policy will be made at the discretion of our board of directors and will depend
on a number of factors, including future earnings, capital requirements, financial conditions, future prospects, contractual restrictions
and other factors that our board of directors may deem relevant.
General
Description of Securities
We
may offer shares of common or preferred stock, various series of debt securities, warrants or other rights to purchase common
stock or preferred stock, or units consisting of combinations of the foregoing, in each case from time to time under this prospectus,
together with any applicable prospectus supplement, at prices and on terms to be determined by market conditions at the time of
offering. This prospectus provides you with a general description of the securities we may offer. At the time we offer a type
or series of securities, we will provide a prospectus supplement describing the specific amounts, prices and other important terms
of the securities, including, to the extent applicable:
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designation
or classification;
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aggregate
principal amount or aggregate offering price;
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voting
or other rights;
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rates
and times of payment of interest, dividends or other payments;
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original
issue discount;
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redemption,
conversion, exercise, exchange, settlement or sinking fund terms, including prices or
rates, and any provisions for changes to or adjustments in such prices or rates and in
the securities or other property receivable upon conversion, exercise, exchange or settlement;
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any
securities exchange or market listing arrangements; and
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important
U.S. federal income tax considerations.
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This
prospectus may not be used to offer or sell securities unless accompanied by a prospectus supplement. The prospectus supplement
may add, update or change information contained in this prospectus or in documents incorporated by reference in this prospectus.
We urge you to read the prospectus supplement related to any securities being offered.
We
may sell the securities directly to or through underwriters, dealers or agents. We and our underwriters, dealers or agents reserve
the right to accept or reject all or part of any proposed purchase of securities. If we do offer securities through underwriters
or agents, we will include in the applicable prospectus supplement (a) the names of the underwriters or agents and applicable
fees, discounts and commissions to be paid to them, (b) details regarding over-allotment options, if any, and (c) net proceeds
to us.
The
following descriptions are not complete and may not contain all the information you should consider before investing in any securities
we may offer hereunder; they are summarized from, and qualified by reference to, our amended and restated certificate of incorporation,
bylaws and the other documents referred to in the descriptions, all of which are or will be publicly filed with the SEC, as applicable.
See “Where You Can Find More Information.”
Description
of Capital Stock
General
Our
authorized capital stock consists of 112,500,000 shares of common stock, $0.01 par value per share, and 100,000 shares of preferred
stock, $0.01 par value per share. As of September 27, 2018, there were 17,911,120 shares of our common stock outstanding and no
shares of preferred stock outstanding.
The
following summary description of our capital stock is based on the applicable provisions of the Delaware General Corporation Law,
as amended (DGCL), the provisions of our certificate of incorporation, as amended (our certificate of incorporation), and our
bylaws, as amended (our bylaws). This information is qualified entirely by reference to the applicable provisions of the DGCL,
our certificate of incorporation and bylaws. For information on how to obtain copies of our certificate of incorporation and bylaws,
which are exhibits to the registration statement of which this prospectus is a part, see the section titled “Where You Can
Find Additional Information” in this prospectus.
Common
Stock
Holders
of common stock to be registered hereunder are entitled to one vote for each share held of record on all matters submitted to
a vote of stockholders and do not have cumulative voting rights. Subject to any preferential rights of any outstanding preferred
stock, holders of common stock are entitled to receive ratably such dividends, if any, as may be declared from time to time by
our board of directors out of funds legally available therefor. In the event of a dissolution, liquidation or winding-up of the
Company, holders of common stock are entitled to share ratably in all assets remaining after payment of liabilities and any preferential
rights of any outstanding preferred stock.
Holders
of common stock have no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund
provisions applicable to our common stock. All outstanding shares of common stock are fully paid and non-assessable. The rights,
preferences and privileges of the holders of common stock are subject to, and may be adversely affected by, the rights of the
holders of shares of any series of preferred stock which may be designated and issued in the future.
Preferred
Stock
Pursuant
to our certificate of incorporation, our board of directors has the authority, without further action by the stockholders (unless
such stockholder action is required by applicable law or NASDAQ rules), to designate and issue shares of preferred stock in one
or more series, to establish from time to time the number of shares to be included in each such series, to fix the designations,
powers (including voting), privileges, preferences and relative participating, optional or other rights, if any, of the shares
of each such series and the qualifications, limitations or restrictions thereof and to increase or decrease the number of shares
of any such series, but not below the number of shares of such series then outstanding.
We
will fix the designations, powers (including voting), privileges, preferences and relative participating, optional or other rights,
if any, of the preferred stock of each series, as well as the qualifications, limitations or restrictions thereof, in the certificate
of designation relating to that series. We will file as an exhibit to the registration statement of which this prospectus is a
part, or will incorporate by reference from reports that we file with the SEC, the form of any certificate of designation that
describes the terms of the series of preferred stock we are offering before the issuance of that series of preferred stock. This
description will include:
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the
title and stated value;
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the
number of shares we are offering;
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the
liquidation preference per share;
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the
dividend rate, period and payment date and method of calculation for dividends;
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whether
dividends will be cumulative or non-cumulative and, if cumulative, the date from which
dividends will accumulate;
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the
procedures for any auction or remarketing, if any;
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the
provisions for a sinking fund, if any;
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the
provisions for redemption or repurchase, if applicable, and any restrictions on our ability
to exercise those redemption and repurchase rights;
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any
listing of the preferred stock on any securities exchange or market;
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whether
the preferred stock will be convertible into or exchangeable for other securities and,
if applicable, the conversion price, or how it will be calculated, and the conversion
period;
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voting
rights, if any, of the preferred stock;
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preemptive
rights, if any;
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restrictions
on transfer, sale or other assignment, if any;
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liability
as to further calls or to assessment by the Company, if any;
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a
discussion of any material United States federal income tax considerations applicable
to the preferred stock;
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the
relative ranking and preferences of the preferred stock as to dividend rights and rights
if we liquidate, dissolve or wind up our affairs;
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any
limitations on the issuance of any class or series of preferred stock ranking senior
to or on a parity with the series of preferred stock as to dividend rights and rights
if we liquidate, dissolve or wind up our affairs; and
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any
other specific terms, preferences, rights or limitations of, or restrictions on, the
preferred stock.
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The
DGCL provides that the holders of preferred stock will have the right to vote separately as a class or, in some cases, as a series
on an amendment to our certificate of incorporation if the amendment would change the par value or, unless our certificate of
incorporation provides otherwise, the number of authorized shares of the class or the powers, preferences or special rights of
the class or series so as to adversely affect the class or series, as the case may be. This right is in addition to any voting
rights that may be provided in the applicable certificate of designation.
Our
board of directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect
the voting power or other rights of the holders of our common stock or other securities. Preferred stock could be issued quickly
with terms designed to delay or prevent a change in control of our company or make removal of management more difficult. Additionally,
the issuance of preferred stock may have the effect of decreasing the market price of our common stock.
Anti-Takeover
Considerations and Special Provisions of Our Certificate of Incorporation, Our Bylaws and the Delaware General Corporation Law
Certificate
of Incorporation and Bylaws
A
number of provisions of our certificate of incorporation and bylaws concern matters of corporate governance and the rights of
our stockholders. Provisions that grant our board of directors the ability to issue shares of preferred stock and to set the voting
rights, preferences and other terms thereof may discourage takeover attempts that are not first approved by our board of directors,
including takeovers that may be considered by some stockholders to be in their best interests, such as those attempts that might
result in a premium over the market price for the shares held by stockholders. Certain provisions could delay or impede the removal
of incumbent directors even if such removal would be beneficial to our stockholders, such as the classification of our board of
directors and the lack of cumulative voting. Since our board of directors has the power to retain and discharge our officers,
these provisions could also make it more difficult for existing stockholders or another party to effect a change in management.
These
provisions may have the effect of deterring hostile takeovers or delaying changes in our control or in our management. These provisions
are intended to enhance the likelihood of continued stability in the composition of our board of directors and in the policies
they implement and to discourage certain types of transactions that may involve an actual or threatened change of our control.
These provisions are designed to reduce our vulnerability to an unsolicited acquisition proposal. The provisions also are intended
to discourage certain tactics that may be used in proxy fights. However, such provisions could have the effect of discouraging
others from making tender offers for our shares and, as a consequence, they also may inhibit fluctuations in the market price
of our shares that could result from actual or rumored takeover attempts.
These
provisions also could discourage or make more difficult a merger, tender offer or proxy contest, even if they could be favorable
to the interests of stockholders, and could potentially depress the market price of our common stock. Our board of directors believes
that these provisions are appropriate to protect our interests and the interests of our stockholders.
Classification
of Board; No Cumulative Voting. Our certificate of incorporation and bylaws provide for our board of directors to be divided
into three classes, with staggered three-year terms. Only one class of directors is elected at each annual meeting of our stockholders,
with the other classes continuing for the remainder of their respective three-year terms. Because our stockholders do not have
cumulative voting rights, our stockholders representing a majority of the shares of common stock outstanding will be able to elect
all of our directors due to be elected at each annual meeting of our stockholders.
Meetings
of and Actions by Stockholders. Our bylaws provide that annual meetings of our stockholders may take place at the time and
place designated by our board of directors. A special meeting of our stockholders may be called at any time by our board of directors,
the chairman of our board of directors or the president. Our bylaws provide that (i) our board of directors can fix separate record
dates for determining stockholders entitled to receive notice of a stockholder meeting and for determining stockholders entitled
to vote at the meeting; (ii) we may hold a stockholder meeting by means of remote communications; (iii) any stockholder seeking
to have the stockholders authorize or take corporate action by written consent shall, by written notice to the secretary of the
Company, request that the board fix a record date and the board shall adopt a resolution fixing the record date in all events
within ten calendar days after a request is received; and (iv) a written consent of stockholders shall not be effective unless
a written consent signed by a sufficient number of stockholders to take such action is received by us within 60 calendar days
of the earliest dated written consent received.
Advance
Notice Requirements for Stockholder Proposals and Director Nominations. Our bylaws provide that stockholders seeking to bring
business before an annual meeting of stockholders or to nominate candidates for election as directors at an annual meeting of
stockholders must provide timely notice in writing. To be timely, a stockholder’s notice must be delivered to, or mailed
and received by, the secretary of the Company at our principal executive offices not later than the close of business on the 90th
calendar day, nor earlier than the close of business on the 120th calendar day in advance of the date specified in the Company’s
proxy statement released to stockholders in connection with the previous year’s annual meeting of stockholders. If the date
of the annual meeting is more than 30 calendar days before or after such anniversary date, notice by the stockholder to be timely
must be so not earlier than the close of business on the 120th calendar day in advance of such date of annual meeting and not
later than the close of business on the later of the 90th calendar day in advance of such date of annual meeting or the tenth
calendar day following the date on which public announcement of the date of the meeting is made. In no event shall the public
announcement of an adjournment or postponement of an annual meeting commence a new time period (or extend any time period) for
the giving of an advance notice by any stockholder. Any stockholder that proposes director nominations or other business must
be a stockholder of record at the time the advance notice is delivered by such stockholder to us and entitled to vote at the meeting.
Our bylaws also specify requirements as to the form and content of a stockholder’s notice. These provisions may preclude
stockholders from bringing matters before an annual meeting of stockholders or from making nominations for the election of directors
at an annual meeting of stockholders. Unless otherwise required by law, any director nomination or other business shall not be
made or transacted if the stockholder (or a qualified representative of the stockholder) does not appear at the meeting to present
the director nominee or other proposed business.
Filling
of Board Vacancies. Our certificate of incorporation and bylaws provide that the authorized size of our board of directors
shall be determined by the board by board resolution from time to time and that our board of directors has the exclusive power
to fill any vacancies and newly created directorships resulting from any increase in the authorized number of directors and the
stockholders do not have the power to fill such vacancies. Vacancies in our board of directors and newly created directorships
resulting from any increase in the authorized number of directors on our board of directors may be filled by a majority of the
directors remaining in office, even though that number may be less than a quorum of our board of directors, or by a sole remaining
director. A director so elected to fill a vacancy shall serve for the remaining term of the predecessor he or she replaced and
until his or her successor is elected and has qualified, or until his or her earlier resignation, removal or death.
Amendment
of the Certificate of Incorporation. Our certificate of incorporation may be amended, altered, changed or repealed at a meeting
of our stockholders entitled to vote thereon by the affirmative vote of a majority of the outstanding stock entitled to vote thereon
and a majority of the outstanding stock of each class entitled to vote thereon as a class, in the manner prescribed by the DGCL.
Amendment
of the Bylaws. Our bylaws may be amended or repealed, or new bylaws may be adopted, by either our board of directors or the
affirmative vote of at least 66 2/3 percent of the voting power of our outstanding shares of capital stock.
Section
203 of the Delaware General Corporation Law
We
are subject to Section 203 of the DGCL, which prohibits a Delaware corporation from engaging in any business combination with
any interested stockholder for a period of three years after the date that such stockholder became an interested stockholder,
with the following exceptions:
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before
such date, the board of directors of the corporation approved either the business combination
or the transaction that resulted in the stockholder becoming an interested stockholder;
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upon
completion of the transaction that resulted in the stockholder becoming an interested
stockholder, the interested stockholder owned at least 85 percent of the voting stock
of the corporation outstanding at the time the transaction began, excluding for purposes
of determining the voting stock outstanding (but not the outstanding voting stock owned
by the interested stockholder) those shares owned (i) by persons who are directors and
also officers and (ii) pursuant to employee stock plans in which employee participants
do not have the right to determine confidentially whether shares held subject to the
plan will be tendered in a tender or exchange offer; and
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on
or after such date, the business combination is approved by the board of directors and
authorized at an annual or special meeting of the stockholders, and not by written consent,
by the affirmative vote of at least 66 2/3 percent of the outstanding voting stock that
is not owned by the interested stockholder.
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In
general, Section 203 defines a business combination to include the following:
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any
merger or consolidation involving the corporation and the interested stockholder;
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any
sale, lease, transfer, pledge or other disposition of ten percent or more of the assets
of the corporation to or with the interested stockholder;
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subject
to certain exceptions, any transaction that results in the issuance or transfer by the
corporation of any stock of the corporation to the interested stockholder;
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any
transaction involving the corporation that has the effect of increasing the proportionate
share of the stock or any class or series of the corporation beneficially owned by the
interested stockholder; and
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the
receipt by the interested stockholder of the benefit of any loss, advances, guarantees,
pledges or other financial benefits by or through the corporation.
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In
general, Section 203 of the DGCL defines an “interested stockholder” as an entity or person who, together with the
entity’s or person’s affiliates and associates, beneficially owns, or is an affiliate of the corporation and within
three years prior to the time of determination of interested stockholder status did own, 15 percent or more of the outstanding
voting stock of the corporation.
A
Delaware corporation may “opt out” of these provisions with an express provision in its certificate of incorporation.
We have not opted out of these provisions, which may as a result, discourage or prevent mergers or other takeover or change of
control attempts of us.
Transfer
Agent and Registrar
The
transfer agent and registrar for our common stock is American Stock Transfer & Trust Company, LLC (AST), located at 6201 15th
Avenue, Brooklyn, New York 11219. AST’s phone number is (800) 937-5449.
NASDAQ
Capital Market Listing
Our
common stock is listed on The NASDAQ Capital Market under the symbol “CLSN.”
Description
of Debt Securities
We
may issue debt securities from time to time, in one or more series, as senior, subordinated or junior subordinated, convertible
or non-convertible and secured or unsecured debt. Any senior debt securities will rank equally with any unsubordinated debt. Subordinated
debt securities will rank equally with any other subordinated debt of the same ranking we may issue. Convertible debt securities
will be convertible into or exchangeable for our common stock or other securities at predetermined conversion rates, and conversion
may be mandatory or at the holder’s option.
Debt
securities will be issued under one or more indentures-contracts between us and a national banking association or other eligible
party acting as trustee. Following is a summary of certain general features of debt securities we may issue; we will describe
the particular terms of any debt securities that we may offer in more detail in the applicable prospectus supplement, which may
differ from the terms we describe below. You should read the prospectus supplements, any free writing prospectus we may authorize
and the indentures, supplemental indentures and forms of debt securities relating to any series of debt securities we may offer.
General.
Except as we may otherwise provide in a prospectus supplement, the relevant indenture will provide that debt securities may be
issued from time to time in one or more series. The indenture will not limit the amount of debt securities that may be issued
thereunder and will provide that the specific terms of any series of debt securities shall be set forth in, or determined pursuant
to, an authorizing resolution, an officers’ certificate or a supplemental indenture, if any, relating to such series.
We
will describe in each prospectus supplement the following terms relating to any series of debt securities:
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the
title or designation;
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whether
they will be secured or unsecured, and the terms of any security;
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whether
the debt securities will be subject to subordination, and any terms thereof;
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any
limit upon the aggregate principal amount;
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the
date or dates on which the debt securities may be issued and on which we will pay the
principal;
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the
interest rate, which may be fixed or variable, or the method for determining the rate,
the date interest will begin to accrue, the date or dates interest will be payable and
the record dates for interest payment dates or the method for determining them;
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the
manner in which the amounts of payment of principal of, premium or interest on the debt
securities will be determined, if these amounts may be determined by reference to an
index based on a currency or currencies other than that in which the debt securities
are denominated or designated to be payable or by reference to a commodity, commodity
index, stock exchange index or financial index;
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the
currency of denomination;
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if
payments of principal of, premium or interest will be made in one or more currencies
or currency units other than that or those in which the debt securities are denominated,
the manner in which the exchange rate with respect to these payments will be determined;
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the
place or places where the principal of, premium, and interest will be payable, where
debt securities of any series may be presented for registration of transfer, exchange
or conversion, and where notices and demands to or upon the Company in respect of the
debt securities may be made;
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the
form of consideration in which principal of, premium or interest will be paid;
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the
terms and conditions upon which we may redeem the debt securities;
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any
obligation we have to redeem or purchase the debt securities pursuant to any sinking
fund, amortization or analogous provisions or at the option of a holder;
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the
dates on which and the price or prices at which we will repurchase the debt securities
at the option of holders and other detailed terms and provisions of these obligations;
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the
denominations in which the debt securities will be issued, if other than denominations
of $1,000 and any integral multiple thereof;
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the
portion of principal amount payable upon declaration of acceleration of the maturity
date, if other than the principal amount;
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whether
the debt securities are to be issued at any original issuance discount and the amount
of discount with which they may be issued;
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whether
the debt securities will be issued in certificated or global form and, in such case,
the depositary and the terms and conditions, if any, upon which interests in such global
security or securities may be exchanged in whole or in part for the individual securities
represented thereby;
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provisions,
if any, for defeasance in whole or in part and any addition or change to provisions related
to satisfaction and discharge;
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the
form of the debt securities;
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the
terms and conditions upon which convertible debt securities will be convertible or exchangeable
into securities or property of the Company or another person, if at all, and any additions
or changes, if any, to permit or facilitate the same;
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provisions,
if any, granting special rights to holders upon the occurrence of specified events;
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any
restriction or condition on transferability;
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any
addition or change in the provisions related to compensation and reimbursement of the
trustee;
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any
addition to or change in the events of default described in this prospectus or in the
indenture and any change in the acceleration provisions so described;
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whether
the debt securities will restrict our ability to pay dividends, or will require us to
maintain any asset ratios or reserves;
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whether
we will be restricted from incurring any additional indebtedness;
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any
addition to or change in the covenants described in this prospectus or in the indenture,
including terms of any restrictive covenants; and
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any
other terms which may modify or delete any provision of the indenture.
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We
may issue debt securities that provide for an amount less than their stated principal amount to be due and payable upon declaration
of acceleration of their maturity pursuant to the terms of the indenture. We will provide you with information on the U.S. federal
income tax considerations and other special considerations applicable to any debt securities in the applicable prospectus supplement.
Conversion
or Exchange Rights. We will set forth in the prospectus supplement the terms, if any, on which a series of debt securities
may be convertible into or exchangeable for our common stock or other securities. We will include provisions as to whether conversion
or exchange is mandatory, at the option of the holder or at our option. We may include provisions pursuant to which the number
of shares of our common stock or other securities that the holders of debt securities receive would be subject to adjustment.
Consolidation,
Merger or Sale; No Protection in Event of a Change of Control or Highly Leveraged Transaction. Except as we may otherwise
provide in a prospectus supplement, the indenture will provide that we may not merge or consolidate with or into another entity,
or sell other than for cash or lease all or substantially all our assets to another entity, or purchase all or substantially all
the assets of another entity unless we are the surviving entity or, if we are not the surviving entity, the successor, transferee
or lessee entity expressly assumes all of our obligations under the indenture or the debt securities, as appropriate.
Unless
we state otherwise in the applicable prospectus supplement, the debt securities will not contain any provisions that may afford
holders additional protection in the event we have a change of control or in the event of a highly leveraged transaction (whether
or not such transaction results in a change of control), which could adversely affect them.
Events
of Default Under the Indenture. Except as we may otherwise provide in a prospectus supplement, the following will be events
of default under the indenture with respect to any series of debt securities that we may issue:
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if
we fail to pay interest when due and our failure continues for 90 days and the time for
payment has not been extended or deferred;
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if
we fail to pay the principal, or premium, if any, when due whether by maturity or called
for redemption;
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if
we fail to pay a sinking fund installment, if any, when due and our failure continues
for 30 days;
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if
we fail to observe or perform any other covenant relating to the debt securities, other
than a covenant specifically relating to and for the benefit of holders of another series
of debt securities, and our failure continues for 90 days after we receive written notice
from the debenture trustee or holders of not less than a majority in aggregate principal
amount of the outstanding series; and
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if
specified events of bankruptcy, insolvency or reorganization occur as to the Company.
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No
event of default with respect to a particular series of debt securities (except as to certain events of bankruptcy, insolvency
or reorganization) will necessarily constitute an event of default with respect to any other series. The occurrence of an event
of default may constitute an event of default under any bank credit agreements we may have in existence from time to time. In
addition, the occurrence of certain events of default or an acceleration under the indenture may constitute an event of default
under certain of our other indebtedness outstanding from time to time.
Except
as we may otherwise provide in a prospectus supplement, if an event of default with respect to debt securities of any series at
the time outstanding occurs and is continuing, then the trustee or the holders of not less than a majority in principal amount
of the outstanding series may, by a notice in writing to us (and to the debenture trustee if given by the holders), declare to
be due and payable immediately the principal (or, if the debt securities are discount securities, that portion of the principal
amount as may be specified in the terms of such securities) of and premium and accrued and unpaid interest, if any, on all such
debt securities. Before a judgment or decree for payment of the money due has been obtained with respect to any series, the holders
of a majority in principal amount of that series (or, at a meeting of holders at which a quorum is present, the holders of a majority
in principal amount represented at such meeting) may rescind and annul the acceleration if all events of default, other than the
non-payment of accelerated principal, premium, if any, and interest, if any, have been cured or waived as provided in the applicable
indenture (including payments or deposits in respect of principal, premium or interest that had become due other than as a result
of such acceleration) and the Company has deposited with the indenture trustee or paying agent a sum sufficient to pay all amounts
owed to the indenture trustee under the indenture, all arrears of interest, if any, and the principal and premium, if any, on
the debt securities that have become due other than by such acceleration. We refer you to the relevant prospectus supplement relating
to any discount securities for the particular provisions relating to acceleration of a portion of the principal amount thereof
upon the occurrence of an event of default.
Subject
to the terms of the indenture, and except as we may otherwise provide in a prospectus supplement, if an event of default under
the indenture shall occur and be continuing, the debenture trustee will be under no obligation to exercise any of its rights or
powers under such indenture at the request or direction of any of the holders of the applicable series, unless such holders have
offered the debenture trustee reasonable indemnity. The holders of a majority in principal amount of any series will have the
right to direct the time, method and place of conducting any proceeding for any remedy available to the debenture trustee, or
exercising any trust or power conferred on the debenture trustee, with respect to that series, provided that, subject to the terms
of the indenture, the debenture trustee need not take any action that it believes, upon the advice of counsel, might involve it
in personal liability or might be unduly prejudicial to holders not involved in the proceeding.
Except
as we may otherwise provide in a prospectus supplement, a holder of the debt securities of any series will only have the right
to institute a proceeding under the indenture or to appoint a receiver or trustee, or to seek other remedies if:
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the
holder previously has given written notice to the debenture trustee of a continuing event
of default with respect to that series;
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the
holders of at least a majority in aggregate principal amount outstanding of that series
have made written request, and such holders have offered reasonable indemnity to the
debenture trustee to institute the proceeding as trustee; and
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the
debenture trustee does not institute the proceeding and does not receive from the holders
of a majority in aggregate principal amount outstanding of that series (or at a meeting
of holders at which a quorum is present, the holders of a majority in principal amount
of such series represented at such meeting) other conflicting directions within 60 days
after the notice, request and offer.
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Except
as we may otherwise provide in a prospectus supplement, these limitations will not apply to a suit instituted by a holder of debt
securities if we default in the payment of the principal, premium, if any, or interest on, them.
We
will periodically file statements with the applicable debenture trustee regarding our compliance with specified covenants in the
applicable indenture.
Modification
of Indenture; Waiver. Except as we may otherwise provide in a prospectus supplement, the debenture trustee and the Company
may, without the consent of any holders, execute a supplemental indenture to change the applicable indenture with respect to specific
matters, including, among other things:
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to
surrender any right or power conferred upon the Company;
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to
provide, change or eliminate any restrictions on payment of principal of or premium,
if any; provided that any such action shall not adversely affect the interests of the
holders of debt securities of any series in any material respect;
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to
change or eliminate any of the provisions of the indenture; provided that any such change
or elimination shall become effective only when there is no outstanding debt security
created prior to the execution of such supplemental indenture that is entitled to the
benefit of such provision and as to which such supplemental indenture would apply;
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to
evidence the succession of another entity to the Company;
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to
evidence and provide for the acceptance of appointment by a successor trustee with respect
to one or more series of debt securities and to add or change provisions of the indenture
to facilitate the administration of the trusts thereunder by more than one trustee;
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to
cure any ambiguity, mistake, manifest error, omission, defect or inconsistency in the
indenture or to conform the text of any provision in the indenture or in any supplemental
indenture to any description thereof in the applicable section of a prospectus, prospectus
supplement or other offering document that was intended to be a verbatim recitation of
a provision of the indenture or of any supplemental indenture;
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to
add to or change or eliminate any provision of the indenture as shall be necessary or
desirable in accordance with any amendments to the U.S. Trust Indenture Act of 1939;
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to
make any change in any series of debt securities that does not adversely affect in any
material respect the interests of the holders thereof; and
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to
supplement any of the provisions of the indenture to such extent as shall be necessary
to permit or facilitate the defeasance and discharge of any series of debt securities;
provided that any such action shall not adversely affect the interests of holders of
any debt securities.
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In
addition, and except as we may otherwise provide in a prospectus supplement, under the indenture the rights of holders of a series
of debt securities may be changed by us and the debenture trustee with the written consent of the holders of at least a majority
in aggregate principal amount outstanding (or, at a meeting of holders of such series at which a quorum is present, the holders
of a majority in principal amount represented at such meeting) that is affected. The debenture trustee and the Company may, however,
make the following changes only with the consent of each holder of any outstanding debt securities affected:
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extending
the fixed maturity;
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reducing
the principal amount, reducing the rate of or extending the time of payment of interest,
or any premium payable upon redemption;
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reducing
the principal amount of discount securities payable upon acceleration of maturity;
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making
the principal of or premium or interest payable in currency other than that stated;
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impairing
the right to institute suit for the enforcement of any payment on or after the fixed
maturity date;
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materially
adversely affecting the economic terms of any right to convert or exchange; and
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reducing
the percentage of debt securities, the holders of which are required to consent to any
amendment or waiver; or modifying, without the written consent of the trustee, the rights,
duties or immunities of the trustee.
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Except
for certain specified provisions, and except as we may otherwise provide in a prospectus supplement, the holders of at least a
majority in principal amount of any series (or, at a meeting of holders of such series at which a quorum is present, the holders
of a majority in principal amount represented at such meeting) may, on behalf of the holders of all debt securities of that series,
waive our compliance with provisions of the indenture. The holders of a majority in principal amount of the outstanding debt securities
of any series may, on behalf of all such holders, waive any past default under the indenture with respect to that series and its
consequences, other than a default in the payment of the principal of, premium or any interest; provided, however, that the holders
of a majority in principal amount of the outstanding debt securities of any series may rescind an acceleration and its consequences,
including any related payment default that resulted from the acceleration.
Discharge.
Except as we may otherwise provide in a prospectus supplement, the indenture will provide that we can elect to be discharged from
our obligations with respect to one or more series of debt securities. In order to exercise our rights to be discharged, we must
deposit with the trustee money or government obligations sufficient to pay all the principal of, the premium, if any, and interest
on, the debt securities of the affected series on the dates payments are due.
Form,
Exchange and Transfer. Except as we may otherwise provide in a prospectus supplement, we will issue debt securities only in
fully registered form without coupons and, unless we otherwise specify in the applicable prospectus supplement, in denominations
of $1,000 and any integral multiple thereof. Except as we may otherwise provide in a prospectus supplement, the indenture will
provide that we may issue debt securities in temporary or permanent global form and as book-entry securities that will be deposited
with a depositary named by us and identified in a prospectus supplement with respect to that series.
At
the option of the holder, subject to the terms of the indenture and the limitations applicable to global securities described
in the applicable prospectus supplement, the holder will be able to exchange the debt securities for other debt securities of
the same series, in any authorized denomination and of like tenor and aggregate principal amount.
Subject
to the terms of the indenture and the limitations applicable to global securities set forth in the applicable prospectus supplement,
holders may present the debt securities for exchange or for registration of transfer, duly endorsed or with the form of transfer
endorsed thereon duly executed if so required by us or the security registrar, at the office of the security registrar or at the
office of any transfer agent designated by us for this purpose. Unless otherwise provided in the debt securities or the indenture,
we will make no service charge for any registration of transfer or exchange, but we may require payment of any taxes or other
governmental charges.
We
will name in the applicable prospectus supplement the security registrar, and any transfer agent in addition to the security registrar,
that we initially designate for any debt securities. We may at any time designate additional transfer agents or rescind the designation
of any transfer agent or approve a change in the office through which any transfer agent acts, except that we will be required
to maintain a transfer agent in each place of payment for the debt securities of each series.
Except
as we may otherwise provide in a prospectus supplement, if we elect to redeem the debt securities of any series, we will not be
required to:
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issue,
register the transfer of, or exchange any debt securities of that series during a period
beginning at the opening of business 15 days before the day of mailing of a notice of
redemption of any debt securities that may be selected for redemption and ending at the
close of business on the day of the mailing; or
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register
the transfer of or exchange any debt securities so selected for redemption, in whole
or in part, except the unredeemed portion of any debt securities we are redeeming in
part.
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Information
Concerning the Debenture Trustee. The debenture trustee, other than during the occurrence and continuance of an event of default
under the indenture, will undertake to perform only those duties as are specifically set forth in the indenture. Upon an event
of default, the debenture trustee must use the same degree of care as a prudent person would exercise or use in the conduct of
his or her own affairs. Subject to this provision, the debenture trustee will be under no obligation to exercise any of the powers
given it by the indenture at the request of any holder unless it is offered reasonable security and indemnity against the costs,
expenses and liabilities that it might incur.
Payment
and Paying Agents. Unless we otherwise indicate in the applicable prospectus supplement, we will make payment of interest
on any interest payment date to the person in whose name the debt securities, or one or more predecessor securities, are registered
at the close of business on the regular record date for the interest.
Unless
we otherwise indicate in the applicable prospectus supplement, we will pay principal of and any premium and interest at the office
of the indenture trustee or, at the option of the Company, by check payable to the holder. Unless we otherwise indicate in a prospectus
supplement, we will designate the corporate trust office of the debenture trustee our sole paying agent for payments. We will
name in the applicable prospectus supplement any other paying agents that we initially designate. We will maintain a paying agent
in each place of payment.
All
money we pay to a paying agent or the debenture trustee for the payment of principal or any premium or interest which remains
unclaimed at the end of two years after such principal, premium or interest has become due and payable will be repaid to us, and
the holder of the security thereafter may look only to us for payment thereof.
Governing
Law. The indenture and the debt securities will be governed and construed in accordance with the laws of the State of New
York.
No
Personal Liability of Directors, Officers, Employees and Stockholders. No incorporator, stockholder, employee, agent, officer,
director or subsidiary of ours will have any liability for any obligations of ours or, due to the creation of any indebtedness
under the debt securities, the indentures or supplemental indentures. The indentures provide that all such liability is expressly
waived and released as a condition of, and as consideration for, the execution of such indentures and the issuance of the debt
securities.
Description
of Warrants, Other Rights and Units
We
may from time to time issue warrants or other rights (together, Rights), in one or more series, for the purchase of common stock
or preferred stock. We may issue Rights independently or together with such securities, and such Rights may be attached to or
separate from them. Rights will be evidenced by a Rights certificate issued under one or more Rights agreements between us and
a Rights agent which will act solely as our agent in connection with the Rights and will not have any obligation or relationship
of agency or trust for or with any holders or beneficial owners of Rights. We may issue securities in units (Units), each consisting
of two or more types of securities. For example, we might issue Units consisting of a combination of common stock and warrants
to purchase common stock. If we issue Units, the prospectus supplement relating to the Units will contain the information described
above with regard to each of the securities that is a component of the Units. In addition, the prospectus supplement relating
to the Units will describe the terms of any Units we issue. The forms of any such certificates and agreements will be filed as
exhibits to the registration statement of which this prospectus is a part by amendment thereof or as exhibits to a Current Report
on Form 8-K incorporated herein by reference, and the accompanying prospectus supplement and such forms may add, update or change
the terms and conditions of the Rights or Units described in this prospectus. You should read the prospectus supplements, Rights
agreements and Rights certificates that contain the terms of the Rights in their entirety.
The
particular terms of each issue of Rights or Units will be described in the applicable prospectus supplement, including, as applicable:
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the
title of the Rights or Units;
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any
initial offering price;
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the
title, aggregate principal amount or number and terms of the securities purchasable upon
exercise of the Rights;
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the
principal amount or number of securities purchasable upon exercise of each Right and
the price at which that principal amount or number may be purchased upon exercise of
each Right;
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the
currency or currency units in which any offering price and any exercise price are payable;
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the
title and terms of any related securities with which the Rights are issued and the number
of the Rights issued with each security;
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any
date on and after which the Rights or Units and the related securities will be separately
transferable;
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any
minimum or maximum number of Rights that may be exercised at any one time;
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the
date on which the right to exercise the Rights will commence and the date on which the
right will expire;
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a
discussion of U.S. federal income tax, accounting or other considerations applicable
to the Rights or Units;
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whether
the Rights represented by the Rights certificates, if applicable, will be issued in registered
or bearer form and, if registered, where they may be transferred and registered;
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any
anti-dilution provisions of the Rights or Units;
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any
redemption or call provisions applicable to the Rights;
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any
provisions for changes to or adjustments in the exercise price of any Rights; and
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any
additional terms of the Rights or Units, including terms, procedures and limitations
relating to exchange and exercise of the Rights or Units.
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Rights
certificates will be exchangeable for new Rights certificates of different denominations and, if in registered form, may be presented
for registration of transfer, and Rights may be exercised, at the corporate trust office of the Rights agent or any other office
indicated in the related prospectus supplement. Before the exercise of Rights, holders of Rights will not be entitled to payments
of any dividends, principal, premium or interest on securities purchasable upon exercise of the Rights, to vote, consent or receive
any notice as a holder of and in respect of any such securities or to enforce any covenants in any indenture, or to exercise any
other rights whatsoever as a holder of securities purchasable upon exercise of the Rights.
Selling
Stockholder
This
prospectus covers an aggregate of up to 190,114 shares of our common stock that may be sold or otherwise disposed of by the selling
stockholder. Such shares are issuable to the selling stockholder upon the exercise of the Warrants we issued to the selling stockholder.
The
following table sets forth certain information with respect to the selling stockholder, including (i) the shares of our common
stock beneficially owned by the selling stockholder prior to this offering, (ii) the number of shares being offered by the selling
stockholder pursuant to this prospectus and (iii) the selling stockholder’s beneficial ownership after completion of this
offering, assuming that all of the shares covered hereby (but none of the other shares, if any, held by the selling stockholder)
are sold.
The
table is based on information supplied to us by the selling stockholder, with beneficial ownership and percentage ownership determined
in accordance with the rules and regulations of the SEC and includes voting or investment power with respect to shares of stock.
This information does not necessarily indicate beneficial ownership for any other purpose. In computing the number of shares beneficially
owned by a selling stockholder and the percentage ownership of that selling stockholder, shares of common stock subject to warrants
held by that selling stockholder that are exercisable as of September 27, 2018, or exercisable within 60 days after September
27, 2018, are deemed outstanding. Such shares, however, are not deemed outstanding for the purposes of computing the percentage
ownership of any other person. The percentage of beneficial ownership after this offering is based on 17,911,120 shares outstanding
on September 27, 2018.
The
registration of these shares of common stock does not mean that the selling stockholder will sell or otherwise dispose of all
or any of those securities. The selling stockholder may sell or otherwise dispose of all, a portion or none of such shares from
time to time. We do not know the number of shares, if any, that will be offered for sale or other disposition by any of the selling
stockholder under this prospectus. Furthermore, the selling stockholder may have sold, transferred or disposed of the shares of
common stock covered hereby in transactions exempt from the registration requirements of the Securities Act since the date on
which we filed this prospectus.
To
our knowledge and except as noted below, the selling stockholder has not, or within the past three years has not, any position,
office or other material relationship with us or any of our predecessors or affiliates
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Beneficial
Ownership
Before This Offering
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Shares
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Beneficial
Ownership
After This Offering
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Selling
Stockholder(1)
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Number
of
Shares
Owned
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Shares
Offered
Hereby
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Underlying
Warrants
Offered
Hereby(3)
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Number
of
Shares
Owned
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Percentage
of
Outstanding
Shares
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Horizon
Technology Finance Corporation(2)
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-
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-
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190,114
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-
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(1)
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This
table and the information in the notes below are based upon information supplied by the
selling stockholder, including reports and amendments thereto filed with the SEC on Schedule
13G.
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(2)
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The
address of the principal business office of Horizon Technology Finance Corporation is
312 Farmington Avenue, Farmington, CT 06032.
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(3)
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The
actual number of shares of common stock offered hereby and included in the registration
statement of which this prospectus forms a part includes, in accordance with Rule 416
under the Securities Act, such indeterminate number of additional shares of our common
stock as may become issuable in connection with any proportionate adjustment for any
stock splits, stock combinations, stock dividends, recapitalizations or similar events
with respect to common stock.
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Plan
of Distribution
Celsion
Corporation’s Plan of Distribution
We
may sell the securities, from time to time, to or through underwriters or dealers, through agents or remarketing firms, or directly
to one or more purchasers pursuant to:
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underwritten
public offerings;
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negotiated
transactions;
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“At
the Market Offerings,” within the meaning of Rule 415(a)(4) of the Securities Act,
into an existing trading market, at prevailing market prices; or
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through
a combination of these methods.
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We
may distribute securities from time to time in one or more transactions:
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at
a fixed price or prices, which may be changed;
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at
market prices prevailing at the time of sale;
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at
prices related to such prevailing market prices; or
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A
prospectus supplement or supplements will describe the terms of the offering of the securities, including:
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the
name or names of the underwriters, if any;
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if
the securities are to be offered through the selling efforts of brokers or dealers, the
plan of distribution and the terms of any agreement, arrangement, or understanding entered
into with broker(s) or dealer(s) prior to the effective date of the registration statement,
and, if known, the identity of any broker(s) or dealer(s) who will participate in the
offering and the amount to be offered through each;
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the
purchase price of the securities and the proceeds we will receive from the sale;
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if
any of the securities being registered are to be offered otherwise than for cash, the
general purposes of the distribution, the basis upon which the securities are to be offered,
the amount of compensation and other expenses of distribution, and by whom they are to
be borne;
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any
delayed delivery arrangements;
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any
over-allotment options under which underwriters may purchase additional securities from
us;
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any
agency fees or underwriting discounts and other items constituting agents’ or underwriters’
compensation;
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any
public offering price;
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any
discounts, commissions or commissions allowed or reallowed or paid to dealers;
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the
identity and relationships of any finders, if applicable; and
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any
securities exchange or market on which the securities may be listed.
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Only
underwriters named in the prospectus supplement will be underwriters of the securities offered by the prospectus supplement. If
underwriters are used in the sale, they will acquire the securities for their own account and may resell the securities from time
to time in one or more transactions at a fixed public offering price or at varying prices determined at the time of sale. The
obligations of the underwriters to purchase the securities will be subject to the conditions set forth in the applicable underwriting
agreement. We may offer the securities to the public through underwriting syndicates represented by managing underwriters or by
underwriters without a syndicate. Unless otherwise indicated in the prospectus supplement, subject to certain conditions, the
underwriters will be obligated to purchase all of the securities offered by the prospectus supplement, other than securities covered
by any over-allotment option. Any public offering price and any discounts or concessions allowed or reallowed or paid to dealers
may change from time to time. We may use underwriters with whom we have a material relationship. We will describe in the prospectus
supplement, naming the underwriter, the nature of any such relationship.
We
may use a remarketing firm to offer the securities in connection with a remarketing arrangement upon their purchase. Remarketing
firms will act as principals for their own account or as agents for us. These remarketing firms will offer or sell the securities
pursuant to the terms of the securities. A prospectus supplement will identify any remarketing firm and the terms of its agreement,
if any, with us and will describe the remarketing firm’s compensation. Remarketing firms may be deemed to be underwriters
in connection the securities they remarket.
If
we offer and sell securities through a dealer, we or an underwriter will sell the securities to the dealer, as principal. The
dealer may resell the securities to the public at varying prices to be determined by the dealer at the time of resale. Any such
dealer may be deemed to be an underwriter of the securities offered and sold. The name of the dealer and the terms of the transaction
will be set forth in the applicable prospectus supplement.
We
may sell securities directly or through agents we designate from time to time. We will name any agent involved in the offering
and sale of securities and we will describe any commissions we will pay the agent in the prospectus supplement. Unless the prospectus
supplement states otherwise, our agent will act on a best-efforts basis for the period of its appointment.
We
may sell securities directly to one or more purchasers without using underwriters or agents. Underwriters, dealers and agents
that participate in the distribution of the securities may be underwriters as defined in the Securities Act, and any discounts
or commissions they receive from us and any profit on their resale of the securities may be treated as underwriting discounts
and commissions under the Securities Act.
We
may authorize agents or underwriters to solicit offers by certain types of institutional investors to purchase securities from
us at the public offering price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment
and delivery on a specified date in the future. We will describe the conditions to these contracts and the commissions we must
pay for solicitation of these contracts in the prospectus supplement.
We
may provide agents and underwriters with indemnification against civil liabilities, including liabilities under the Securities
Act, or contribution with respect to payments that the agents or underwriters may make with respect to these liabilities. Agents
and underwriters may engage in transactions with, or perform services for, us in the ordinary course of business.
We
may offer new issues of securities with no established trading market. Any underwriters may make a market in these securities,
but will not be obligated to do so and may discontinue any market making at any time without notice. We cannot guarantee the liquidity
of the trading markets for any securities.
Any
underwriter may engage in over-allotment, stabilizing transactions, short-covering transactions and penalty bids in accordance
with Regulation M under the Exchange Act. Over-allotment involves sales in excess of the offering size, which create a short position.
Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified
maximum price. Syndicate-covering or other short-covering transactions involve purchases of the securities, either through exercise
of the over-allotment option or in the open market after the distribution is completed, to cover short positions. Penalty bids
permit the underwriters to reclaim a selling concession from a dealer when the securities originally sold by the dealer are purchased
in a stabilizing or covering transaction to cover short positions. Those activities may cause the price of the securities to be
higher than it would otherwise be. If commenced, the underwriters may discontinue any of the activities at any time.
Any
underwriters that are qualified market makers on The NASDAQ Capital Market may engage in passive market making transactions in
the common stock on The NASDAQ Capital Market in accordance with Regulation M under the Exchange Act, during the business day
prior to the pricing of the offering, before the commencement of offers or sales of the common stock. Passive market makers must
comply with applicable volume and price limitations and must be identified as passive market makers. In general, a passive market
maker must display its bid at a price not in excess of the highest independent bid for such security; if all independent bids
are lowered below the passive market maker’s bid, however, the passive market maker’s bid must then be lowered when
certain purchase limits are exceeded. Passive market making may stabilize the market price of the securities at a level above
that which might otherwise prevail in the open market and, if commenced, may be discontinued at any time.
Selling
Stockholder’s Plan of Distribution
The
selling stockholder, including its transferees, donees, pledgees, assignees and successors-in-interest, may sell, transfer or
otherwise dispose of any or all of the shares of common stock offered by this prospectus from time to time on The NASDAQ Capital
Market or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These
dispositions may be at fixed prices, at market prices prevailing at the time of sale, at prices related to prevailing market price
or at negotiated prices. The selling stockholder may use any one or more of the following methods when selling shares:
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ordinary
brokerage transactions and transactions in which the broker-dealer solicits purchasers;
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block
trades in which the broker-dealer will attempt to sell the shares as agent but may position
and resell a portion of the block as principal to facilitate the transaction;
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purchases
by a broker-dealer as principal and resale by the broker-dealer for its account;
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an
exchange distribution in accordance with the rules of the applicable exchange;
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privately
negotiated transactions;
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broker-dealers
may agree with the selling stockholder to sell a specified number of such shares at a
stipulated price per share;
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a
combination of any such methods of sale;
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through
the writing or settlement of options or other hedging transactions, whether through an
options exchange or otherwise; or
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any
other method permitted pursuant to applicable law.
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The
selling stockholder may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus.
Broker-dealers
engaged by the selling stockholder may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the selling stockholder or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser
in amounts to be negotiated. The selling stockholder does not expect these commissions and discounts relating to its sales of
shares to exceed what is customary in the types of transactions involved.
The
selling stockholder may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn
engage in short sales of the common stock in the course of hedging the positions they assume. The selling stockholder may also
sell shares of our common stock short and deliver these securities to close out its short positions, or loan or pledge the common
stock to broker-dealers that in turn may sell these securities. The selling stockholder may also enter into option or other transactions
with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery
to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or
other financial institution may resell pursuant to this prospectus, as supplemented or amended to reflect such transaction.
The
selling stockholder and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters”
within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers
or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act. Each selling stockholder has informed us that it does not have any agreement or understanding, directly
or indirectly, with any person to distribute the common stock.
Because
the selling stockholder may be deemed to be an “underwriter” within the meaning of the Securities Act, it will be
subject to the prospectus delivery requirements of the Securities Act. In addition, any securities covered by this prospectus
which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus.
The selling stockholder had advised us that there is no underwriter or coordinating broker acting in connection with the proposed
sale of the resale securities by the selling stockholder.
The
shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws.
In addition, in certain states, the shares may not be sold unless they have been registered or qualified for sale in the applicable
state or an exemption from the registration or qualification requirement is available and is complied with.
Under
applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale shares may not simultaneously
engage in market making activities with respect to our common stock for the applicable restricted period, as defined in Regulation
M, prior to the commencement of the distribution. In addition, the selling stockholder will be subject to applicable provisions
of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases
and sales of shares of our common stock by the selling stockholder or any other person. We will make copies of this prospectus
available to the selling stockholder and have informed the selling stockholder of the need to deliver a copy of this prospectus
to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).
We
have agreed to use commercially reasonable efforts to keep the registration statement continuously effective at all times until
(a) the warrant shares are sold under such registration statement or pursuant to Rule 144 under the Securities Act, (b) the warrant
shares may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 under the Securities Act, and (c) the five-year
anniversary of the date of the issuance of the warrants, whichever is the earliest to occur. The shares will be sold only through
registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states,
the shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from
the registration or qualification requirement is available and is complied with.
We
are required to pay certain fees and expenses in connection with the registration of the shares of common stock issuable upon
exercise of the warrant. We have agreed to indemnify the selling stockholder against certain losses, claims, damages and liabilities,
including liabilities under the Securities Act.
We
will not receive any proceeds from the sale of the shares by the selling stockholder.
Legal
Matters
The
validity of the securities being offered hereby will be passed upon by Sidley Austin LLP, Palo Alto, California. Additional legal
matters may be passed upon for us or any underwriters, dealers or agents, by counsel that we will name in the applicable prospectus
supplement.
Experts
WithumSmith+Brown,
PC (“Withum”), an independent registered public accounting firm, has audited our consolidated financial statements
included in our Annual Report on Form 10-K for the year ended December 31, 2017, as set forth in their report, which is incorporated
by reference in this prospectus. Our financial statements are incorporated herein by reference in reliance on Withum’s report,
given on their authority as experts in accounting and auditing.
Dixon
Hughes Goodman LLP (“DHG”), an independent registered public accounting firm, has audited our consolidated financial
statements included in our Annual Report on Form 10-K for the year ended December 31, 2016, as set forth in their report, which
is incorporated by reference in this prospectus. Our financial statements are incorporated herein by reference in reliance on
DHG’s report, given on their authority as experts in accounting and auditing.
25,925,925
Shares of Common Stock
PROSPECTUS SUPPLEMENT
Lead Placement Agent
A.G.P.
Co-Placement
Agent
Brookline
Capital Markets
January
22, 2021
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