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.
Item 8.01 Other Events
On June 22, 2020, the Company issued a press release regarding the Offering
described in Item 1.01 above. 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.
(d) Exhibits.
Exhibit
No. Description
1.1 Underwriting Agreement, dated as of June 22, 2020, by and between
Celsion Corporation and Oppenheimer & Co. Inc.
5.1 Opinion of Baker & McKenzie LLP
23.1 Consent of Baker & McKenzie, LLP (included in Exhibit 5.1)
99.1 Press Release, dated June 22, 2020, announcing the proposed public
offering
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