CLSN Celsion Corporation

On March 12, 2020, Celsion Corporation (the “Company”) entered into private exchange agreements (the “Exchange Agreements”) with certain holders (the “Investors”) of warrants issued in connection with the Company’s registered direct offering of common stock and warrants (the “Original Warrants”) issued on March 3, 2020. The Original Warrants being exchanged provided for the purchase of up to an aggregate of 2,971,428 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) at an exercise price of $1.15, with an expiration date of September 3, 2025.

Pursuant to the Exchange Agreements, in return for a higher exercise price of $1.24 per share of Common Stock, the Company issued new warrants to the Investors to purchase up to 3,200,000 shares of Common Stock (the “Exchange Warrants”) in exchange for the Original Warrants. The Exchange Warrants, like the Original Warrants, are initially exercisable six months following their issuance (the “Initial Exercise Date”) and expire on the five year anniversary of the Initial Exercise Date. Other than having a higher exercise price, different issue date, Initial Exercise Date and expiration date, the terms of the Exchange Warrants are identical to those of the Original Warrants, additional terms of which are more fully described under Item 1.01 of the Company’s Current Report on Form 8-K filed on March 3, 2020, which such terms are incorporated herein by reference.

The above description of the Exchange Agreements and Exchange Warrants is qualified in its entirety by reference to the full and complete terms of such agreements, such documents attached to this Current Report on Form 8-K as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K, and incorporated herein by reference.