CELSION CORP: material modification of the rights of security holders, modifications of the articles of association or regulations; Change of Fiscal Year, Submission of Matters for Security Holder Voting, Other Events, Financial Statements and Exhibits (Form 8-K)

Item 3.03. Material Changes to Rights of Securityholders.

At February 24, 2022, Celsion Corporationa Delaware Corporation (“Celsion”), has filed a Certificate of Amendment of the Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Amending Certificate”), to effect a reverse stock split of the outstanding common shares of the Company, par value $0.01 per share (“Common Shares”), at an exchange ratio of 15:1 (the “Share Consolidation”). The number of authorized ordinary shares outstanding immediately after the Reverse Stock Split (“New Ordinary Shares”) will remain at 112,500,000 shares. The Reverse Stock Split will be effective from
4:00 p.m. ET to Monday, February 28, 2022.

As indicated in point 5.07 below, the Company held an extraordinary meeting of shareholders on February 24, 2022 (the “Special Meeting”) at which a quorum was present. During the Special Meeting, the shareholders approved the modification of the certificate of incorporation in order to carry out the reverse stock split according to an exchange ratio between 7-1, 10-1, 12-1 or 15-1, as determined by the Company’s Board of Directors (the “Board”). The Council on February 24, 2022
approved the exchange ratio of 15 to 1.

Following the Reverse Stock Split, all 15 ordinary shares outstanding immediately prior to the effectiveness of the Reverse Stock Split will be combined and converted into one share of New Ordinary Share without any change in par value per share. No fractional shares will be issued in connection with the Reverse Stock Split. Shareholders who would otherwise be entitled to a fraction of a share of the New Common Shares following the Reverse Stock Split will instead receive a cash amount equal to such fraction multiplied by the closing sale price of the Common Shares on the NASDAQ Capital Market on February 28, 2022as adjusted for the Reverse Stock Split.

The amount of outstanding convertible preferred shares of the Company was not affected by the reverse stock split. However, the number of common shares into which the outstanding convertible preferred shares are convertible will be adjusted proportionately following the reverse stock split. All outstanding RSUs, stock options, warrants and rights to purchase common shares will also be adjusted proportionately.

The above description of the Certificate of Amendment and the Share Consolidation is qualified in its entirety by reference to the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change of fiscal year.

At February 24, 2022 the Company has filed the Certificate of Amendment with the Secretary of State of the State of Delawarea copy of which is attached hereto as Schedule 3.1 and incorporated herein by reference, to effect the Reverse Stock Split and maintain the number of authorized shares of New Ordinary Shares at 112,500,000 shares.

The description of the certificate of amendment and the consolidation of shares appearing in point 3.03 of this current report is incorporated herein by reference.

Section 5.07 Submission of Matters to a Vote of Securityholders.

At the special meeting of the Company on February 24, 2022, the following measures were taken. The proposals below are described in detail in the Company’s definitive proxy statement for the Special Meeting of January 25, 2022.

Proposal No. 1

The proposal to amend the Company’s certificate of incorporation, as amended, to effect a reverse stock split at an exchange ratio within a range of 7-1, 10-1, 12-1 or 15-1, the exact exchange ratio to be determined by the Board of Directors in its discretion, and to maintain the number of authorized common shares in effect immediately after the reverse stock split at the current level of 112,500,000 vote-approved shares following:


     For          Against      Abstain    Broker Non-Votes
1,891,692,969   401,966,713   9,903,891         N/A











Proposal No. 2

The proposal to approve any adjournment or postponement of the special meeting, if necessary, to solicit additional proxies if there were not enough votes at the time of the special meeting to approve Proposal No. 1 was approved based on the following votes:


   For        Against    Abstain   Broker Non-Votes
26,490,672   9,807,518   781,867         N/A



Only common stock holders were eligible to vote on Proposition 2.

Section 8.01 Other Events

At February 28, 2022, the company issued a press release announcing the results of the vote at the special meeting and the selection by the board of directors of 15 to 1 as the exchange ratio for the reverse stock split. 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 supporting documents.

(a) Not Applicable.

(b) Not Applicable.

(c) Not Applicable.

(d) Exhibits



Exhibit
Number    Description
3.1         Certificate of Amendment to Certificate of Incorporation of Celsion
          Corporation
99.1        Press Release of Celsion Corporation dated February 28, 2022
          announcing the exchange ratio of the Reverse Stock Split
104       Cover Page Interactive Data File (embedded within the Inline XBRL
          document)

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