Current Report Filing (8-k)
March 09 2020 - 8:01AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of report (Date of earliest event reported): March 9, 2020 (March 5, 2020)
Celsion
Corporation
(Exact
Name of Registrant as Specified in Charter)
Delaware
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001-15911
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52-1256615
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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997
Lenox Drive, Suite 100, Lawrenceville, NJ 08648
(Address
of Principal Executive Offices, and Zip Code)
(609)
896-9100
Registrant’s
Telephone Number, Including Area Code
N/A
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
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[ ]
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Written
communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
stock, par value $0.01 per share
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CLSN
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Nasdaq
Capital Market
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item
1.02
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Termination
of a Material Definitive Agreement.
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On March 5, 2020, Celsion Corporation (the
“Company”) delivered notice to Aspire Capital Fund, LLC, an Illinois limited liability company (“Aspire Capital”),
terminating the Common Stock Purchase Agreement dated October 28, 2019 (the “2019 Aspire Purchase Agreement”)
with Aspire Capital effective as of March 6, 2020. The 2019 Aspire Purchase Agreement provided that, upon the terms and subject
to the conditions and limitations set forth therein, Aspire Capital was committed to purchase up to an aggregate of $10 million
of shares of the Company’s common stock over the 24-month term of the 2019 Aspire Purchase Agreement at a price equal to
(i) the lowest sale price of the Company’s common stock on the purchase date; or (ii) the arithmetic average of the three
(3) lowest closing sale prices for the Company’s common stock during the ten (10) consecutive trading days ending on the
trading day immediately preceding the purchase date. In consideration for entering into the 2019 Aspire Purchase Agreement, the
Company issued to Aspire Capital 100,000 shares of the Company’s common stock.
On November 8, 2019, the Company filed with
the SEC a Registration Statement on Form S-1 registering all the shares of common stock that may be offered to Aspire Capital
from time to time under the 2019 Aspire Purchase Agreement. From October 28, 2019 through the date of termination, the Company
sold 1,500,000 shares of common stock under the 2019 Aspire Purchase Agreement generating proceeds of $2.3 million.
Upon termination, the Company has no further obligations under the 2019 Aspire Purchase Agreement.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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CELSION
CORPORATION
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Date:
March 9, 2020
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By:
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/s/
Jeffrey W. Church
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Jeffrey
W. Church
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Executive
Vice President
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and
Chief Financial Officer
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