Item 1.01 Entry into a Material Definitive Agreement.

On January 10, 2022, 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 concurrent registered direct offerings (the "Offerings"), (i) 50,000 shares of the Company's Series A Convertible Redeemable Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"), and (ii) 50,000 shares of the Company's Series B Convertible Redeemable Preferred Stock, par value $0.01 per share (the "Series B Preferred Stock" and together with the Series A Preferred Stock, the "Preferred Stock"), in each case at an offering price of $285 per share, representing a 5% original issue discount to the stated value of $300 per share, for gross proceeds of each Offering of $14.25 million, or approximately $28.50 million in the aggregate for the Offerings, before the deduction of the Placement Agent's (as defined below) fee and offering expenses. The shares of Series A Preferred Stock will have a stated value of $300 per share and will be convertible, at a conversion price of $0.91 per share, into 16,483,516 shares of common stock (subject in certain circumstances to adjustments). The shares of Series B Preferred Stock will have a stated value of $300 per share and will be convertible, at a conversion price of $1.00 per share, into 15,000,000 shares of common stock (subject in certain circumstances to adjustments). The Series A Preferred Stock and the Series B Preferred Stock are being offered by the Company pursuant to a registration statement on Form S-3 (File No. 333-254515) (the "Registration Statement") filed 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 Offerings is expected to occur on January 13, 2022.

The Company intends to call a special meeting of stockholders to consider an amendment (the "Amendment") to the Company's Certificate of Incorporation, as amended (the "Charter"), to effect a reverse stock split of the outstanding shares of common stock ("Common Stock") by a ratio to be determined by the Board of Directors of the Company (the "Reverse Stock Split"), ranging from 7-to-1 to, 10-to-1, 12-to-1 or 15-to-1. The Investors have agreed in the Purchase Agreement to not transfer, offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of the shares of the Preferred Stock until the Reverse Stock Split, to vote the shares of the Series A Preferred Stock purchased in the Offerings in favor of such Amendment and to vote the shares of the Series B Preferred Stock purchased in the Offerings in a manner that "mirrors" the proportions on which the shares of Common Stock (excluding any shares of Common Stock that are not voted) and Series A Preferred Stock are voted on the Reverse Stock Split and the Amendment. The Amendment requires the approval of the majority of the votes associated with our outstanding stock entitled to vote on the proposal. Since the Series B Preferred Stock will mirror only votes cast, abstentions or broker non-votes by common stockholders, which would ordinarily have the effect of a no vote, will not have any effect on the outcome of the vote.

Pursuant to the Purchase Agreement, the Company will file two certificates of designation (the "Certificates of Designation") with the Secretary of the State of Delaware designating the rights, preferences and limitations of the shares of Preferred Stock. The Certificates of Designation will provide, in particular, that the Preferred Stock will have no voting rights, other than the right to vote as a class on certain specified matters, except that (i) each share of Series A Preferred Stock will have the right to vote, on an as converted basis, on the Reverse Stock Split (together with the Company's Common Stock and the Series B Preferred Stock as a single class), and (ii) each share of Series B Preferred Stock will have the right to cast 45,000 votes per share of Series B Preferred Stock on the Reverse Stock Split.

The holder of Preferred Stock will be entitled to dividends, on an as-if converted basis, equal to dividends actually paid, if any, on shares of Common Stock. The Preferred Stock is convertible into shares of Common Stock at a rate of $0.91 per share for the Series A Preferred Stock and $1.00 per share for the Series B Preferred Stock. The conversion price can be adjusted pursuant to the Certificate of Designation for stock dividends and stock splits, subsequent rights offerings, pro rata distributions of dividends or the occurrence of a fundamental transaction (as defined in the applicable Certificate of Designation). The Preferred Stock can be converted at the option of the holder at any time after the Company has received stockholder approval for the Reverse Stock Split and filed the requisite Amendment with the Delaware Secretary of State's office to effectuate the Reverse Stock Split (the "Reverse Stock Split Date"), subject to beneficial ownership limitations set forth in the applicable Certificate of Designation. In addition, on or after the Reverse Stock Split Date, and subject to the satisfaction of certain conditions, the Company can cause the holder of the Preferred Stock to convert their shares of Preferred Stock, subject to such beneficial ownership limitations.

Each holder of the Preferred Stock shall have the right to cause the Company to redeem all or part of their shares of the Preferred Stock from the earlier of receipt of stockholder approval of the reverse stock split or of 90 days following the original issue date until 120 days following the original issue . . .

Item 3.03. Material Modifications to Rights of Security Holders.

The disclosure required by this Item and included in Item 1.01 of this Current Report is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The disclosure required by this Item and included in Item 1.01 of this Current Report is incorporated herein by reference.




Item 8.01 Other Events

The Company issued a press release announcing the Offering on January 10, 2022. 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



Exhibit
Number        Description
1.1             Placement Agent Agreement, dated January 10, 2022, between Celsion
              Corporation and A.G.P./Alliance Global Partners
3.1             Certificate of Designation of Preferences, Rights and Limitations
              of Series A Convertible Redeemable Preferred Stock
3.2             Certificate of Designation of Preferences, Rights and Limitations
              of Series B Convertible Redeemable Preferred Stock
5.1             Opinion of Baker & McKenzie LLP with respect to validity of the
              Series A Preferred Stock (and the shares of Common Stock issuable
              upon conversion of the Series A Preferred Stock)
5.2             Opinion of Baker & McKenzie LLP with respect to validity of the
              Series B Preferred Stock (and the shares of Common Stock issuable
              upon conversion of the Series B Preferred Stock)
10.1            Form of Securities Purchase Agreement between Celsion Corporation
              and the investors therein, dated January 10, 2022
23.1            Consent of Baker & McKenzie LLP (included in Exhibit 5.1)
23.2            Consent of Baker & McKenzie LLP (included in Exhibit 5.2)
99.1            Press Release of Celsion Corporation dated January 10, 2022
              announcing the pricing of the Offering
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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