Item
1.01 Entry into a Material Definitive Agreement.
On June
22, 2020, Celsion Corporation, a Delaware corporation (the “Company”), entered into an underwriting agreement (the
“Underwriting Agreement”) with Oppenheimer & Co. Inc. (the “Underwriter”), relating to the issuance
and sale (the “Offering”) of 2,666,667 shares (the “Shares”) of the Company’s common stock,
$0.01 par value per share (the “Common Stock”).
Pursuant
to the terms of the Underwriting Agreement, the Underwriter agreed to purchase the Shares at a price of $3.4875 per share.
The Underwriter offered the Shares at a public offering price of $3.75 per Share, reflecting an underwriting discount equal
to $0.2625, or 7.0% of the public offering price.
The
net proceeds to the Company from the sale of the Shares, after deducting the underwriting discount and estimated offering expenses
payable by the Company, are approximately $9.1 million. The Offering is expected to close on June 24, 2020.
This
Offering was made pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333- 227236) filed
with the Securities and Exchange Commission on September 7, 2018, and declared effective on October 12, 2018, including the base
prospectus dated October 12, 2018 included therein and the related prospectus supplement.
The Underwriting
Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing,
indemnification obligations of the Company and the Underwriter including for liabilities under the Securities Act
of 1933, as amended, other obligations of the parties, and termination provisions. Pursuant to the Underwriting Agreement, until
December 31, 2020, the Underwriter shall have a right of first refusal to act as sole underwriter, initial purchaser, placement/selling
agent, or arranger, as the case may be, on any new financing for the Company (excluding equipment lease financings, loans or grants
from governmental authorities or in connection with government programs and financings relating to or sales of tax attributes)
during such period. The Underwriter shall have the sole right to determine whether or not any other broker dealer shall
have the right to participate in any such offering and the economic terms of any such participation
Pursuant
to the Underwriting Agreement, subject to certain exceptions, the Company and certain of the Company’s executive
officers and directors have agreed that, without the prior written consent of the Underwriter and subject to certain negotiated
exceptions, they will not, for a period of 60 days, in either case, following the date of the final prospectus supplement, sell
or otherwise dispose of any of the Company’s securities held by them.
The
foregoing summary of the Underwriting Agreement, does not purport to be complete and is subject to, and qualified in its
entirety by, the Underwriting Agreement attached as Exhibit 1.1 to this Current Report on Form 8-K, which is incorporated
herein by reference.
A
copy of the opinion of Baker & McKenzie LLP relating to the legality of the issuance and sale of the Shares in the Offering
is attached as Exhibit 5.1 hereto. This Current Report on Form
8-K does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be
any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state or jurisdiction.