Item
1.01 Entry into a Material Definitive Agreement.
On
January 22, 2021, Celsion Corporation, a Delaware Corporation (the “Company”) entered into a Securities Purchase Agreement
(the “Purchase Agreement”) with several institutional investors, pursuant to which the Company agreed to issue and
sell, in a registered direct offering (the “Offering”), an aggregate of 25,925,925 shares (the “Shares”)
of common stock, par value $0.01 per share, of the Company (“Common Stock”), at an offering price of $1.35
per share for gross proceeds of approximately $35 million before the deduction of the Placement Agents (as defined below) fee
and offering expenses. The Shares are being offered by the Company pursuant to a registration statement on Form S-3 (File No.
333-227236) (the “Registration Statement”) and a registration statement on Form S-3 (File No. 333-252320) filed pursuant
to Rule 462 under the Securities Act of 1933, as amended (the “Securities Act”). The Purchase Agreement contains customary
representations, warranties and agreements by the Company and customary conditions to closing. The closing of the Offering is
expected to occur on January 26, 2021.
In
connection with the Offering, the Company entered into a placement agent agreement (the “Placement Agent Agreement”)
with A.G.P./Alliance Global Partners (together with Brookline Capital Markets, the “Placement Agents”) pursuant to
which the Company agreed to pay the Placement Agents a cash fee equal to 7% of the aggregate gross proceeds raised from the sale
of the securities sold in the Offering and reimburse the Placement Agents for certain of its expenses in an amount not to exceed
$82,500.
The
Placement Agent Agreement contains customary representations, warranties and agreements by the Company, customary conditions to
closing, indemnification obligations of the Company and the Placement Agents, including for liabilities under the Securities Act,
other obligations of the parties and termination provisions.
Under
the Purchase Agreement and Placement Agent Agreement, the Company and its subsidiary are prohibited, for a period of 90
days after the closing, from issuing, entering into any agreement to issue or announcing the issuance or proposed issuance of
any shares of common stock or any other securities that are at any time convertible into, or exercisable or exchangeable for,
or otherwise entitle the holder thereof to receive common stock, without the prior written consent of the placement agents or
the investors participating in the offering, subject to specific exceptions.
The
foregoing summaries of the Purchase Agreement and the Placement Agent Agreement do not purport to be complete and
are subject to, and qualified in their entirety by, such documents attached as Exhibits 10.1 and
1.1, respectively, to this Current Report on Form 8-K, which are incorporated herein by reference.
The
representations, warranties and covenants contained in the Purchase Agreement and the Placement Agent Agreement were made
only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the such agreements
and are subject to limitations agreed upon by the contracting parties. Accordingly, the Purchase Agreement and the
Placement Agent Agreement are incorporated herein by reference only to provide investors with information regarding the terms
of the Purchase Agreement and the Placement Agent Agreement and not to provide investors with any other factual information
regarding the Company or its business, and should be read in conjunction with the disclosures in the Company’s periodic
reports and other filings with the Securities and Exchange Commission.
The
legal opinion, including the related consent, of Baker & McKenzie LLP relating to the issuance and sale of the Shares is filed
as Exhibit 5.1 hereto.