Item 3.03. Material Modifications to Rights of Security Holders.

The disclosure required by this Item and included in Item 5.03 and 8.01 of this Current Report are incorporated herein by reference.

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

As previously disclosed in Celsion Corporation's (the "Company") Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on January 11, 2022 (the "Prior Form 8-K"), the Company conducted concurrent offerings of shares of its Series A Convertible Redeemable Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"), and its Company's Series B Convertible Redeemable Preferred Stock, par value $0.01 per share (the "Series B Preferred Stock"). In connection with the offerings, on and effective January 11, 2022, the Company filed with the Secretary of the State of Delaware a Certificate of Designation of Preferences, Rights and Limitations of the Series A Preferred Stock designating 50,000 shares as Series A Preferred Stock and designating the rights, preferences and limitations of such shares of Series A Preferred Stock. Also on and effective January 11, 2022, the Company filed with the Secretary of the State of Delaware a Certificate of Designation of Preferences, Rights and Limitations of the Series B Preferred Stock designating 50,000 shares as Series B Preferred Stock and designating the rights, preferences and limitations of such shares of Series B Preferred Stock.

The description of the preferences, rights and limitations of each of the Series A Preferred Stock and the Series B Preferred Stock contained in Item 1.01 of the Prior Form 8-K is hereby incorporated by reference.




Item 8.01 Other Events

On January 13, 2022, the Company issued a press release announcing the completion of the offerings of 50,000 shares of Series A Preferred Stock and 50,000 shares of Series B Preferred Stock. 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
3.1            Certificate of Designation of Preferences, Rights and Limitations
             of Series A Convertible Redeemable Preferred Stock, incorporated by
             reference to Exhibit 3.1 to the Company's Form 8-K filed with the SEC
             on January 11, 2022 (File No. 001-15911)
3.2            Certificate of Designation of Preferences, Rights and Limitations
             of Series B Convertible Redeemable Preferred Stock, incorporated by
             reference to Exhibit 3.2 to the Company's Form 8-K filed with the SEC
             on January 11, 2022 (File No. 001-15911)
99.1           Press Release of Celsion Corporation dated January 13, 2022
             announcing the closing of the Offerings
104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document)

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