Item 3.03. Material Changes to Rights of Securityholders.
As indicated in point 5.07 below, the Company held an extraordinary meeting of shareholders on
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
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.
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
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
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 Corporation99.1 Press Release of Celsion Corporationdated February 28, 2022announcing the exchange ratio of the Reverse Stock Split 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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