LAWRENCEVILLE, NJ, January 10, 2022 (GLOBE NEWSWIRE) – Celsion Corporation (NASDAQ: CLSN), a clinical-stage development company focused on DNA-based immunotherapy and next-generation vaccines, today announced that it has entered into a securities purchase agreement with certain institutional investors for the purchase of 50,000 convertible redeemable shares of series A preferred shares and 50,000 convertible redeemable preferred shares of series B. Each preferred share of series A and series B has a purchase price of $ 285, which represents a Initial issue discount of 5% of the declared value of $ 300 of each share. Each Series A preferred share is convertible into common shares of Celsion at an initial conversion price of $ 0.91 per share. Each Series B preferred share is convertible into common shares of Celsion at an initial conversion price of $ 1.00 per share. The preferred shares of Series A and B are convertible at the option of the holder at any time after receipt by the Company of shareholder approval for a consolidation of shares of the common shares of the Company. Celsion will be permitted to compel the conversion of the Series A and Series B preferred shares after certain conditions have been met and subject to certain limitations. The aggregate net proceeds of the Offers, before the deduction of placement agent fees and other estimated offering expenses, are approximately $ 28.5 million.
Series A and B preferred shares allow their holders to vote with the holders of the Company’s common shares on a proposal to effect a reverse stock split of the Company’s common shares at a special meeting of shareholders of the Company. the society. The Series A preferred shares allow the holder to vote on such a proposal on the basis of a conversion into ordinary shares. Series B preferred shares allow the holder to cast 45,000 votes per share of Series B preferred shares on such a proposal. The Series A and Series B preferred shares will not be entitled to vote on any other matter. The holders of Preferred Shares of Series A and B have agreed not to transfer their preferred shares until after the special meeting of shareholders of the Company. The holders of Series A preferred shares have agreed to vote for their shares in favor of this proposal and the holders of Series B preferred shares have agreed to vote for their shares in the same proportions as the common shares and the preferred shares. of series A are voted. this proposition. Holders of Series A and Series B preferred shares have the right to require the Company to redeem their preferred shares in cash at 105% of the declared value of those shares from the first of the approvals by the parties. Company shareholders of the reverse stock split and 90 days after the closing of the issues of Series A and Series B preferred shares and up to 120 days after such closing.
The bid closing is expected to take place on or around January 13, 2022, subject to the satisfaction of customary closing conditions. Additional information regarding the securities described above and the terms of the offer are included in a current report on Form 8-K to be filed with the United States Securities and Exchange Commission (“SEC”).
AGP / Alliance Global Partners is acting as sole placement agent for the offer.
The Series A and Series B preferred shares and the ordinary shares into which such preferred shares are convertible are offered in accordance with a registration statement on Form S-3 (333-254515), which has been declared effective by the Securities and Exchange Commission on March 30, 2021. Offers will be made only by means of Prospectus Supplements and a prospectus forming part of the registration statement. Copies of the final Prospectus Supplements and accompanying prospectus relating to the Registered Direct Offer can be obtained from AGP / Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022 at (212) 624- 2060.
This press release does not constitute an offer to sell or a solicitation of an offer to buy such securities, and there will be no sale of such securities in any state or other jurisdiction in which such an offer, solicitation or sale would be illegal prior to registration or qualification under the securities laws of any such state or other jurisdiction.
About Celsion Corporation
Celsion is a fully integrated clinical-stage biotechnology company focused on advancing a portfolio of innovative cancer treatments, including immunotherapies and DNA-based therapies, and a platform for vaccine development for base of nucleic acids currently focused on SARS-CoV-2. The Company’s product portfolio includes GEN-1, a DNA-based immunotherapy for the localized treatment of ovarian cancer. Celsion also has two platform technologies in the feasibility phase for the development of novel nucleic acid-based immunotherapies and other DNA or RNA-based cancer therapies. Both are novel, synthetic, non-viral vectors with demonstrated ability in cellular nucleic acid transfection. For more information on Celsion, visit www.celsion.com.
Celsion GmbH is the 100% subsidiary of Celsion, with a special purpose, based in Zug, Switzerland. Celsion GmbH is responsible for supporting the studies of ThermoDox®, a proprietary liposomal encapsulation of heat-activated doxorubicin, is under investigator-sponsored development for several cancer indications. For more information about Celsion GmbH, visit www.celsiongmbh.com.
The forward-looking statements contained in this press release are made in accordance with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on current beliefs, expectations and assumptions and include statements regarding the platform. -form with the potential to offer broad protection against coronavirus disease 2019 (COVID-19) and possible future mutations of SARS-CoV-2 or other coronaviruses. These statements are subject to a number of risks and uncertainties, many of which are difficult to predict, including the ability of the Company’s platform to provide broad protection against COVID-19, and possible mutations. future of SARS-CoV-2 or other coronaviruses, the issuance of a patent to the Company for the use of its technological platform for the treatment or prevention of infection with the SARS-CoV-2 virus at the origin of COVID-19, unforeseen changes in the course of research and development activities and in clinical trials; uncertainties and difficulties in analyzing intermediate clinical data, especially in small subgroups that are not statistically significant; FDA and regulatory uncertainties and risks; the significant expense, time and risk of failure of conducting clinical trials; the need for Celsion to assess its future development plans; possible acquisitions or licenses of other technologies, assets or companies; possible actions of customers, suppliers, competitors or regulatory authorities; and other risks detailed from time to time in Celsion’s periodic filings with the Securities and Exchange Commission. Celsion assumes no obligation to update or supplement any forward-looking statements that become false due to subsequent events, new information or otherwise.
Jeffrey W. Church
Executive Vice President and Chief Financial Officer
LHA Investor Relations
Kim Sutton Golodetz 212-838-3777