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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