Item 1.01. Entry into Material Definitive Agreement
On
Over the 36-month term of the Purchase Agreement, we have the right, but not the
obligation, from time to time, in our sole discretion and subject to certain
conditions, including that the closing price of our Common Stock is not below
If we direct Lincoln Park to purchase the maximum number of shares of Common Stock we then may sell in a Regular Purchase, then in addition to such Regular Purchase, and subject to certain conditions and limitations in the Purchase Agreement, we may direct Lincoln Park to make an "accelerated purchase" of an additional amount of Common Stock that may not exceed the lesser of (i) 300% of the number of shares purchased pursuant to the corresponding Regular Purchase and (ii) 30% of the total number of shares of our Common Stock traded on The Nasdaq Capital Market during a specified period on the applicable purchase date as set forth in the Purchase Agreement. Under certain circumstances and in accordance with the Purchase Agreement, the Company may direct Lincoln Park to purchase shares in multiple accelerated purchases on the same trading day.
The Purchase Agreement prohibits us from issuing or selling to Lincoln Park
under the Purchase Agreement: (i) in excess of 6,688,588 shares of our Common
Stock (the "Exchange Cap"), unless we obtain stockholder approval to issue
shares in excess of the Exchange Cap or the average price of all applicable
sales of our Common Stock to Lincoln Park under the Purchase Agreement equal or
exceed the lower of (a) the Nasdaq Official Closing Price (as defined in the
Purchase Agreement) immediately preceding the execution of the Purchase
Agreement or (b) the average of the five Nasdaq Official Closing Prices for the
Common Stock immediately preceding the execution of the Purchase Agreement, as
adjusted in accordance with the rules of The Nasdaq Capital Market, and (ii) any
shares of our Common Stock if those shares, when aggregated with all other
shares of our Common Stock then beneficially owned by Lincoln Park and its
affiliates would result in
The Purchase Agreement does not limit our ability to raise capital from other sources at our sole discretion, except that we may not enter into any equity line or similar transaction for 36 months, other than an "at-the-market" offering. The Purchase Agreement and the Registration Rights Agreement contain customary representations, warranties and agreements of us and Lincoln Park, indemnification rights and other obligations of the parties. We have the right to terminate the Purchase Agreement at any time on one business day's notice to Lincoln Park, at no cost to us.
As consideration for entering into the Purchase Agreement, we are issuing
437,828 shares of our Common Stock to Lincoln Park (the "Commitment Shares"). We
will not receive any cash proceeds from the issuance of the Commitment Shares.
Also pursuant to the Purchase Agreement, Lincoln Park has agreed to an initial
purchase of 1,000,000 shares of our Common Stock for an aggregate purchase price
of
The Offering is being made pursuant to our effective Registration Statement on
Form S-3 (File No. 333-227236) (the "Registration Statement"), which was
previously filed with the
We expect to use the proceeds from the Offering for continued research and development initiatives in connection with our product pipeline and for general corporate purposes.
The foregoing description of the Purchase Agreement and the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement and the Registration Rights Agreement, which are attached hereto as Exhibit 10.1 and 4.1, respectively, and incorporated by reference herein.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the shares, nor shall there be any offer, solicitation or sale of the shares in any state or country in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or country.
Item 8.01 Other Events.
In connection with the
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibit No. ExhibitName 4.1 Registration Rights Agreement, datedSeptember 8, 2020 , by and betweenCelsion Corporation andLincoln Park Capital Fund, LLC 5.1 Opinion ofBaker McKenzie LLP 10.1 Purchase Agreement, datedSeptember 8, 2020 , by and betweenCelsion Corporation andLincoln Park Capital Fund, LLC 23.1 Consent ofBaker McKenzie LLP (included in Exhibit 5.1) 99.1 Press release, datedSeptember 8, 2020
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