Current Report Filing (8-k)
January 14 2022 - 8:15AM
Edgar (US Regulatory)
0000749647
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--12-31
0000749647
2022-01-11
2022-01-11
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iso4217:USD
xbrli:shares
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): January 11, 2022
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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(IRS
Employer
Identification
No.)
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997
Lenox Drive, Suite 100, Lawrenceville, NJ
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08648
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(Address
of Principal Executive Offices)
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(Zip Code)
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(609)
896-9100
Registrant’s Telephone Number, Including Area Code
N/A
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(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 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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
3.03. Material Modifications to Rights of Security Holders.
The
disclosure required by this Item and included in Item 5.03 and 8.01 of this Current Report are incorporated herein by reference.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As
previously disclosed in Celsion Corporation’s (the “Company”) Current Report on Form 8-K filed with the Securities
and Exchange Commission (the “SEC”) on January 11, 2022 (the “Prior Form 8-K”), the Company conducted concurrent
offerings of shares of its Series A Convertible Redeemable Preferred Stock, par value $0.01 per
share (the “Series A Preferred Stock”), and its Company’s Series B Convertible Redeemable Preferred Stock, par value
$0.01 per share (the “Series B Preferred Stock”). In connection with the offerings, on and effective January 11, 2022, the
Company filed with the Secretary of the State of Delaware a Certificate of Designation of Preferences, Rights and Limitations
of the Series A Preferred Stock designating 50,000 shares as Series A Preferred Stock and designating the rights, preferences and limitations
of such shares of Series A Preferred Stock. Also on and effective January 11, 2022, the Company filed
with the Secretary of the State of Delaware a Certificate of Designation of Preferences, Rights and Limitations of the Series
B Preferred Stock designating 50,000 shares as Series B Preferred Stock and designating the rights, preferences and limitations of such
shares of Series B Preferred Stock.
The
description of the preferences, rights and limitations of each of the Series A Preferred Stock and the Series B Preferred Stock
contained in Item 1.01 of the Prior Form 8-K is hereby incorporated by reference.
Item
8.01 Other Events
On
January 13, 2022, the Company issued a press release announcing the completion of the offerings of 50,000 shares of Series A Preferred
Stock and 50,000 shares of Series B Preferred Stock. A copy of the press release is attached hereto as Exhibit 99.1, and is incorporated
herein by reference.
Item
9.01 Financial Statements and Exhibits.
(a)
Not Applicable.
(b)
Not Applicable.
(c)
Not Applicable.
(d)
Exhibits
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:
January 14, 2022
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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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