Celsion Corporation Announces $5.4 Million Registered Direct Offering
19 June 2017 - 11:15PM
Celsion Corporation (the “Company”) (NASDAQ:CLSN) today announced
that it has entered into definitive agreements with several
institutional investors to purchase an aggregate of
approximately $5.4 million of shares of common stock, or pre-funded
warrants in lieu thereof, in a registered direct offering.
The Company agreed to sell an aggregate of
approximately 2 million shares of common stock, or pre-funded
warrants in lieu thereof, at a price of $2.75 per common share or
warrant share, respectively, in the registered direct offering.
Additionally, the investors will receive, for each
share of common stock or pre-funded warrant purchased in the
registered direct offering, a Series AAA warrant to purchase one
(1) share of common stock and a Series BBB warrant to purchase one
(1) share of common stock. The Series AAA warrants have an
exercise price of $2.75 per share, are initially exercisable six
months following issuance, and terminate five and one-half years
following issuance. The Series BBB warrants have an exercise price
of $8.00 per share, are immediately exercisable, and terminate one
year following issuance. The closing of this offering is
expected to take place on or about June 22, 2017, subject to the
satisfaction of customary closing conditions.
Oppenheimer & Co. Inc. is acting as the sole
placement agent in connection with this offering.
The estimated net proceeds to the Company from
the sale of the shares of common stock or pre-funded warrants in
the registered direct offering are expected to be approximately
$4.8 million. The Company intends to use the net proceeds for
general corporate purposes.
A shelf registration statement (File No.
333-206789) relating to the shares of common stock to be issued or
shares of common stock underlying the pre-funded warrants in this
offering (but not the Series AAA or Series BBB warrants or the
shares of common stock underlying such warrants) was filed with and
declared effective by the Securities and Exchange Commission (the
“SEC”). A prospectus supplement relating to the offering of
shares of common stock or shares of common stock underlying the
pre-funded warrants to be issued will be filed by the Company with
the SEC. Copies of the final prospectus supplement and the
accompanying prospectus relating to the securities being offered
may also be obtained, when available, from Oppenheimer & Co.
Inc. Attention: Syndicate Prospectus Department, 85 Broad Street,
26th Floor, New York, NY 10004, or by telephone at (212) 667-8563,
or by email at EquityProspectus@opco.com. Electronic copies of the
final prospectus supplement and accompanying prospectus will also
be available on the SEC's website at http://www.sec.gov. The
Series AAA and Series BBB warrants and the shares of common stock
underlying such warrants to be issued in the offering have not been
registered under the Securities Act of 1933, as amended, or
applicable state securities laws. Accordingly, the Series AAA and
Series BBB warrants and shares of common stock underlying such
warrants may not be offered or sold in the United States except
pursuant to an effective registration statement or an applicable
exemption from the registration requirements of the Securities Act
and such applicable state securities laws.
This press release does not constitute an offer
to sell or the solicitation of an offer to buy any securities of
the Company in the registered direct offering or the concurrent
private placement. There shall not be any offer, solicitation of an
offer to buy, or sale of securities in any state or jurisdiction in
which such an offering, solicitation, or sale would be unlawful
prior to registration or qualification under the securities laws of
any such state or jurisdiction.
Additional Information:
Statements made in this press release include
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, regarding, but not
limited to, the amount and use of proceeds the Company expects to
receive from the sale of the shares of the securities offered,
market conditions, and the closing of the transaction described in
this press release, which is subject to customary conditions.
Forward-looking statements can be identified by the use of words
such as "may," "will," "expect," "anticipate," "estimate,"
"continue," or comparable terminology. Such forward-looking
statements are inherently subject to certain risks, trends and
uncertainties, many of which the Company cannot predict with
accuracy and some of which the Company might not even anticipate,
and involve factors that may cause actual results to differ
materially from those projected or suggested. Readers are cautioned
not to place undue reliance on these forward-looking statements and
are advised to consider the factors listed above together with the
additional factors under the heading "Forward-Looking Statements"
and "Risk Factors" in the Company's Annual Report on Form 10-K,
dated March 24, 2017, and Quarterly Report on Form 10-Q, dated May
12, 2017. The Company assumes no obligation to update or supplement
forward-looking statements that become untrue because of subsequent
events, new information or otherwise.
Investor Contact
Jeffrey W. Church
Senior Vice President & CFO
609-482-2455
jchurch@celsion.com
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