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clsn20140609_8k.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 6, 2014

 

 

CELSION CORPORATION

(Exact name of registrant as specified in its Charter)

 

 

Delaware

 

001-15911

 

52-1256615

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

997 Lenox Drive, Suite 100, Lawrenceville, NJ  08648-2311

(Address of principal executive offices) (Zip Code)

 

(609) 896-9100

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
 
 

 

Item 1.01         Entry into a Material Definitive Agreement.

 

On June 6, 2014, Celsion Corporation, a Delaware corporation (“Celsion”), and Egen, Inc., an Alabama corporation (“EGEN”), entered into an Asset Purchase Agreement (the “Purchase Agreement”), pursuant to which Celsion, or a subsidiary of Celsion, will acquire substantially all of EGEN’s assets and assume certain liabilities (the “Acquisition”) for an aggregate purchase price of up to $44.4 million, subject to adjustments for certain expenses, of which up to $30.4 million will become payable, in cash, shares of common stock of Celsion (“Common Stock”) or a combination thereof, at Celsion’s option, upon achieving certain earnout milestones set forth in the Purchase Agreement (the “Earnout Payment”).

 

Celsion will pay $3.4 million in cash and issue 2,712,188 shares of Common Stock with a total value of $8.5 million at $3.1340 per share to EGEN at the closing of the Acquisition. In addition, Celsion will hold back, for a period ending upon the later of the second anniversary of the closing date and August 2, 2016, 670,070 shares of Common Stock with a total value of $2.1 million at $3.1340 per share as partial security for any post-closing adjustments of certain expenses and EGEN’s indemnification obligations under the Purchase Agreement. Of the Earnout Payment, $12.4 million will become payable upon achieving certain specified development milestones relating to an EGEN-001 ovarian cancer study to be conducted by Celsion or its subsidiary, $12.0 million will become payable upon achieving certain specified development milestones relating to an EGEN-001 glioblastoma multiforme brain cancer study to be conducted by Celsion or its subsidiary, and up to $6.0 million will become payable upon achieving certain specified development milestones relating to EGEN’s TheraSilence technology acquired in the Acquisition. Celsion's obligations to make the Earnout Payments will terminate on the seventh anniversary of the closing date.

 

The issuance of Common Stock in the Acquisition will not be registered under the Securities Act of 1933, as amended (the “Securities Act”). Celsion will file, within 90 days after the closing of the Acquisition and, at its option, the issuance of Common Stock in relation to any Earnout Payment, with the Securities and Exchange Commission (the “SEC”) a registration statement relating to the resale of such shares of Common Stock.

 

The Purchase Agreement contains customary representations and warranties regarding EGEN and Celsion, covenants regarding the conduct of EGEN’s business prior to the consummation of the Acquisition, indemnification provisions, termination and other provisions customary for transactions of this nature. The closing of the Acquisition will be subject to the approval of the stockholders of EGEN and other closing conditions, including, among others, the continuing accuracy of representations and warranties and compliance with covenants made by the parties in the Purchase Agreement, and delivery of customary closing certificates, third-party consents, approvals, and other instruments and documents.

 

The above description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which will be filed as an exhibit to Celsion’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2014.

 

Item 2.03        Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

On June 9, 2014, Celsion borrowed an additional $5 million from Hercules Technology Growth Capital, Inc. (“Hercules”) pursuant to that certain Loan and Security Agreement dated as of November 25, 2013, by and between Celsion and Hercules (the “Loan Agreement”). The Loan Agreement provides that Celsion may borrow from Hercules a secured term loan of up to $20 million. Celsion received the first advance of $5 million under the term loan on November 25, 2013 and may request, subject to Hercules’ consent in its sole discretion, an additional $15 million in up to three advances with each advance in a minimum amount of $5 million before June 30, 2014 unless extended upon Hercules’ consent. The term loan bears interest at a floating per annum rate equal to the greater of (i) 11.25 percent and (ii) the sum of 11.25 per cent plus the prime rate minus 3.25 per cent. Payments under the Loan Agreement are interest only for the first twelve months after November 25, 2013, followed by a 30-month amortization period of principal and interest through the scheduled maturity date.

 

Celsion previously issued to Hercules a warrant (the “Warrant”) exercisable to purchase 97,493 shares of Common Stock in conjunction with the borrowing of the first advance of $5 million under the term loan on November 25, 2013. The Warrant provides that an additional 97,493 shares of Common Stock will automatically become exercisable when Hercules makes an additional advance to Celsion in a minimum amount of $5 million under the term loan. In connection with the borrowing of the additional $5 million by Celsion, the Warrant becomes exercisable by Hercules to purchase a total of 194,986 shares of Common Stock.

 

 
 
 

 

The above descriptions of the Loan Agreement and the Warrant do not purport to be complete and are qualified in their entirety by reference to the full texts of the Loan Agreement and the Warrant. A copy of the Loan Agreement is filed as Exhibit 10.28 to Celsion’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 filed with the SEC on March 13, 2014. A copy of the Warrant is filed as Exhibit 4.2 to the registration statement on Form S-3 filed with the SEC on February 13, 2014.

 

Item 3.02        Unregistered Sales of Equity Securities.

 

The information in Item 2.03 of this Current Report on Form 8-K in relation to the Warrant is incorporated by reference into this Item 3.02. The Warrant was previously issued in a private transaction exempt from registration under the Securities Act, pursuant to Section 4(2) thereof.

 

Item 7.01        Regulation FD Disclosure.

 

On June 10, 2014, Celsion issued a press release announcing the entering into of the Purchase Agreement. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.

 

On June 10, 2014, Celsion issued a press release announcing the borrowing of an additional $5 million from Hercules under the Loan Agreement. A copy of the press release is furnished herewith as Exhibit 99.2 to this Current Report on Form 8-K.

 

The information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall such information be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act or the Exchange Act, except as otherwise stated in such filing.

 

The information in this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, contains forward-looking statements.  Such forward-looking statements involve risks and uncertainties, including, without limitation, the risk that closing conditions to the Acquisition are not satisfied; difficulties and operational and financial risks associated with integrating Celsion and EGEN after completion of the Acquisition; unforeseen changes in the course of research and development activities and in clinical trials; the significant expense, time, and risk of failure of conducting clinical trials; the need for Celsion to evaluate its future development plans; possible changes in cost and timing of development and testing, capital structure, financial condition, working capital needs and other financial items; possible acquisitions or licenses of other technologies, assets or businesses or the possible failure to make such acquisitions or licenses; possible actions by customers, suppliers, competitors, regulatory authorities; and other risks detailed from time to time in the Celsion’s periodic reports filed with the SEC, including its Quarterly Report on Form 10-Q filed on May 8, 2014. Celsion assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events, new information or otherwise.

 

Item 9.01        Financial Statements and Exhibits.

 

(d)     Exhibits.

 

Exhibit Description
   

99.1

Press release titled “Celsion Corporation to Acquire EGEN, Inc.” issued by Celsion Corporation on June 10, 2014.

99.2 Press release titled “Celsion Closes Second $5 Million Tranche under Loan Facility Agreement with Hercules Technology Growth Capital” issued by Celsion Corporation on June 10, 2014.

               

 
 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

CELSION CORPORATION

 

 

 

 

 

 

 

 

 

 

 

 

 

Dated: June 10, 2014

By:

/s/ Jeffrey W. Church

 

 

 

Jeffrey W. Church

 

 

 

Senior Vice President and Chief Financial Officer

 

   

ex99-1.htm

Exhibit 99.1

 

 

   

 

Celsion Corporation to Acquire EGEN, Inc.

 

●

Transaction Forms Fully-Integrated Oncology Discovery and Development Company

●

Creates Multi-Phase Clinical Pipeline with Celsion’s Phase III Product Candidate ThermoDox® and EGEN’s Phase Ib Product Candidate EGEN-001

●

Adds Multiple Therapeutic Platform Technologies: TheraPlas™ for the Delivery of DNA and mRNA, TheraSilence™ for the Delivery of RNA, and RAST™ for Cell Enabled Expression and Secretion of RNA

●

EGEN’s Lead Candidate EGEN-001, A Nanoparticle Comprising IL-12 Plasmid Immunotherapy, in Phase Ib Ovarian Cancer Studies, to Enter Phase I Glioblastoma Study

●

Management to Host Conference Call Today at 11:00 a.m. EDT

 

 

Lawrenceville, NJ and Huntsville, AL -- June 10, 2014 /PR Newswire/ -- Celsion Corporation (Celsion) (NASDAQ:CLSN), an oncology drug development company, and EGEN, Inc. (EGEN), a privately-held biopharmaceutical company focused on the development of nucleic acid-based therapeutics for the treatment of cancer and other difficult to treat diseases, today announced the signing of a definitive asset purchase agreement in which Celsion will acquire substantially all of the assets of EGEN, including its Phase Ib DNA-based immunotherapy product candidate EGEN-001 and its therapeutic platform technologies, TheraPlas™ for delivery of DNA and mRNA, TheraSilence™ for delivery of RNA, and RAST™ for Cell Enabled Expression and Secretion of RNA.

 

Under the terms of the agreement, a wholly-owned subsidiary of Celsion will acquire the assets of EGEN and assume certain liabilities in exchange for cash and shares of Celsion totaling $14 million. The upfront payment consists of $10.6 million in Celsion common stock representing approximately 16.4% of Celsion’s outstanding shares, of which $2.1 million in Celsion common stock is subject to a twenty-four month holdback by Celsion for expense adjustment and certain indemnification claims of Celsion, and $3.4 million in cash.

 

In addition to the upfront payment, a total of $30.4 million in future milestone obligations are payable to EGEN based on the successful completion of certain clinical development and licensing milestones. The acquisition is expected to close in June 2014, subject to customary closing conditions. The boards of directors of both Celsion and EGEN have unanimously approved the transaction. The transaction is not subject to Celsion shareholder approval.

 

The combination of Celsion and EGEN will create a fully-integrated, oncology-focused research and development company with a multi-phase clinical pipeline, platform technologies for the discovery of novel, nucleic acid-based immunotherapies and other anti-cancer DNA/RNA therapies, and expertise from bench to bedside. The transaction brings to Celsion EGEN's lead, Phase Ib clinical candidate, EGEN-001, an IL-12 plasmid immunotherapy encased in a nanoparticle delivery system, as well as three technology platforms, TheraPlas™, TheraSilence™, and RAST™ for Cell Enabled Expression and Secretion of RNA.

 

 
 
 

 

The transaction complements Celsion’s lead development candidate, ThermoDox®, a proprietary heat-activated liposomal encapsulation of doxorubicin, currently advancing in a pivotal, double-blind, placebo-controlled, global Phase III trial (the OPTIMA Study) in primary liver cancer.

 

“This transaction offers an immediately well-defined strategic fit, bringing together discovery and preclinical expertise with clinical and operational excellence, ground-breaking technologies with high-value clinical assets, to form a company whose synergy provides substantially more than its parts,” said Michael H. Tardugno, Celsion’s President and Chief Executive Officer. “As a combined Company, Celsion-EGEN will be focused on the leading-edge of cancer treatment, with assets in directed chemotherapies, immunotherapies and DNA- or RNA-based therapies. With clinical programs in Phases III, II and I, and an extensive pipeline of pre-clinical product candidates, Celsion-EGEN will be well positioned to deliver innovative new therapies to address areas of pressing unmet medical need in oncology.”

 

Khursheed Anwer, Ph.D., President and Chief Scientific Officer of EGEN, said, “Since EGEN was founded twelve years ago, our team has worked to develop technologies that overcome the delivery barriers that have kept nucleic acid-based therapies from achieving their full potential and significant promise. By joining with Celsion now, we add not only the operational and managerial expertise to accelerate development of these assets and technologies, but gain access to the added financial resources of an established public company.”

 

Key strategic benefits of the transaction include:

 

 

●

A High-Value, Multi-Phase Pipeline with Programs Spanning Discovery Through Phase III. Following completion of the acquisition, Celsion’s pipeline will include two clinical-stage candidates targeting various oncology indications, and three platform technologies for the development of novel nucleic acid-based immunotherapies and other anti-cancer DNA/RNA therapies. These include:

 

 

o

ThermoDox® – Celsion’s ThermoDox® is a proprietary heat-activated liposomal encapsulation of doxorubicin. This liposomal technology allows for the delivery of high concentrations of doxorubicin, a widely used anthracycline chemotherapy, in a region specifically targeted with the application of localized heat, such as in radiofrequency ablation (RFA). Celsion recently received Food and Drug Administration clearance to initiate a 550 patient, Phase III pivotal study of ThermoDox® in combination with RFA in primary liver cancer. ThermoDox® is also being evaluated in an ongoing Phase II study in recurrent chest wall breast cancer.

 

 

o

TheraPlas™ – TheraPlas™ is a versatile technology platform for the delivery of DNA and mRNA therapeutics via synthetic non-viral carriers and is uniquely capable of providing cell transfection capability for double stranded DNA plasmids and large therapeutic RNA segments such as messenger RNA. The first clinical candidate on the TheraPlas platform is EGEN-001.

 

 
 
 

 

 

■

EGEN-001 – EGEN’s EGEN-001 is a DNA-based immunotherapy for the localized treatment of cancer. EGEN-001, designed using the TheraPlas™ platform technology, is an IL-12 DNA plasmid vector encased in a nanoparticle delivery system which enables cell transfection followed by persistent, local secretion of the IL-12 protein. IL-12 is one of the most active cytokines for the induction of potent anti-cancer immunity acting through the induction of T-lymphocyte and natural killer (NK) cell proliferation. As a recombinant protein, however, IL-12 has poor pharmacokinetics and historically has been associated with serious toxicities. The Company believes these problems may be effectively addressed by EGEN-001’s unique mechanism of action and method of administration.

 

 

■

EGEN-001 for Ovarian and Brain Cancers - Positive safety and encouraging Phase I results with EGEN-001 given as monotherapy in patients with peritoneally metastasized ovarian cancer strongly support a planned Phase II combination trial. A Phase Ib trial of EGEN-001 in combination with PEGylated doxorubicin in patient with platinum-resistant ovarian cancer is currently ongoing. EGEN-001 has also demonstrated preclinical activity in glioblastoma multiforme (brain cancer) and the Company plans to initiate a Phase I study in this indication.

 

 

o

TheraSilence™ – TheraSilence™ is a versatile technology platform focused on delivering synthetically-generated small inhibitory RNAs (siRNAs), microRNAs, and microRNA mimics, and related molecules that can regulate protein expression by exploiting endogenous cell mechanisms. EGEN has developed several classes of proprietary carriers that can efficiently deliver the siRNAs to the cytoplasm of many types of cells both in vitro and in vivo. The TheraSilence™ platform has generated its first drug candidate, EGEN-RNA-002, which is currently in preclinical development.

 

 

o

RAST™ – EGEN is developing a novel technology that enables cells to express and secrete RNA (microRNA, mRNA, shRNA, aptamers) named RAST™ (RNA, Amplification, and Secretion Technology). EGEN has secured broad intellectual property rights to this technology and is currently evaluating novel opportunities for therapeutic and life science products.

 

 

●

Fully integrated research and development organization with a wide range of scientific and clinical expertise. The combined organization is expected to draw upon the experienced group of scientists, physicians, collaborators and managers from both companies, to create a broad range of capabilities and competencies ranging from early discovery and validation, to clinical development, regulatory, quality control and assurance, commercial-scale manufacturing, business development and corporate strategy.

 

 

●

Opportunity for Significant Value Creation. As a combined company, the organization holds greater value potential than either company alone, by combining the registration potential of a pivotal Phase III study with nearer-term, earlier stage clinical milestones, and added opportunities for strategic partnerships leveraging the ThermoDox®, TheraPlas™, TheraSilence™ and RAST™ platforms.

 

 
 
 

 

 

●

Financial Arrangements Preserve Capital and Minimize Investment Risk. The negotiated acquisition structure of this transaction provides Celsion’s investors with a “shared confidence-shared risk” approach, conserving capital for high potential oncology research while establishing an earn out program based on value creating milestones. These investor friendly features are designed to reinforce Celsion’s alignment with shareholders and commitment to paying for performance.

 

The new combined company is expected to retain all EGEN employees and will be headquartered in Lawrenceville, N.J. Discovery and preclinical operations will be based at EGEN’s current, leased facilities in Huntsville, Alabama, where Celsion also plans to consolidate all of its analytical service and laboratory functions.

 

Cantor Fitzgerald & Co. acted as the financial advisor to Celsion. Sidley Austin LLP and O’Melveny & Myers LLP acted as legal counsel to Celsion for this transaction.

 

Conference Call Information

 

Celsion Corporation will host a conference call to discuss the acquisition of EGEN at 11:00 a.m. EDT on Tuesday, June 10, 2014. To participate in the call, interested parties may dial 1-888-510-1765 (Toll-Free/North America) or 1-719-325-2428 (International/Toll) and ask for the Celsion Corporation Acquisition of EGEN (Conference Code: 5633593) to register ten minutes before the call is scheduled to begin. The call will also be broadcast live on the internet at http://www.celsion.com.

 

The call will be archived for replay on Tuesday, June 10, 2014 and will remain available until June 24, 2014. The replay can be accessed at 1-888-203-1112 (Toll-Free/North America) or 1-719-457-0820 (International/Toll) using Conference Code: 5633593. An audio replay of the call will also be available on the Company’s website, http://www.celsion.com, for 30 days after 2:00 p.m. EDT on Tuesday, June 10, 2014.

 

About ThermoDox®

 

ThermoDox® is a proprietary heat-activated liposomal encapsulation of doxorubicin, an approved and frequently used oncology drug for the treatment of a wide range of cancers. ThermoDox® is being evaluated in a Phase III clinical trial for primary liver cancer and a Phase II clinical trial for recurrent chest wall breast cancer. Localized mild hyperthermia (39.5 - 42 degrees Celsius) created by radiofrequency ablation (RFA) releases the entrapped doxorubicin from the liposome. This delivery technology enables high concentrations of doxorubicin to be deposited preferentially in a targeted tumor.

 

About EGEN, Inc.

 

EGEN, Inc., with laboratories and headquarters in Huntsville, Alabama, is a privately held clinical stage biopharmaceutical company focused on developing therapeutics for the treatment of human diseases. EGEN specializes in the delivery of therapeutic nucleic acids (DNA and RNAi) aimed at specific disease targets. The company has significant intellectual property positions in synthetic carriers, their combination with oligonucleotides, expression vectors and their therapeutic applications. EGEN has research pipeline products aimed at the treatment of various cancer and cardiovascular indications and has collaborations with outside investigators, biotech organizations, and universities on various projects in these areas.  For more information on EGEN, visit their website: www.egeninc.com.

 

 
 
 

 

About Celsion Corporation

 

Celsion is dedicated to the development and commercialization of innovative cancer drugs, including tumor-targeting treatments using focused heat energy in combination with heat-activated liposomal drug technology.  Celsion has research, license or commercialization agreements with leading institutions, including the National Institutes of Health, Duke University Medical Center, University of Hong Kong, the University of Pisa, the UCLA Department of Medicine, the Kyungpook National University Hospital, the Beijing Cancer Hospital and the University of Oxford.  For more information on Celsion, visit our website: http://www.celsion.com.

 

Celsion wishes to inform readers that forward-looking statements in this release are made pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995.  Readers are cautioned that such forward-looking statements, including, without limitation, statements about the acquisition and the combined company as well as clinical and pre-clinical programs, involve risks and uncertainties. These risks and uncertainties include, without limitation, the risk that closing conditions to the acquisition are not satisfied; difficulties and operational and financial risks associated with integrating Celsion and EGEN after completion of the acquisition; unforeseen changes in the course of research and development activities and in clinical trials; the significant expense, time, and risk of failure of conducting clinical trials; the need for Celsion to evaluate its future development plans; termination of the Technology Development Contract or collaboration between Celsion and Hisun at any time; possible changes in cost and timing of development and testing, capital structure, financial condition, working capital needs and other financial items; possible acquisitions or licenses of other technologies, assets or businesses or the possible failure to make such acquisitions or licenses; possible actions by customers, suppliers, competitors, regulatory authorities; and other risks detailed from time to time in the Celsion’s periodic reports filed with the Securities and Exchange Commission, including its Form 10-Q filed on May 8, 2014. Celsion assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events, new information or otherwise.

 

Investor Contact

 

Jeffrey W. Church

Senior Vice President and

Chief Financial Officer

609-482-2455

jchurch@celsion.com

 

ex99-2.htm

Exhibit 99.2

 

 

 

Celsion Closes Second $5 Million Tranche under Loan

Facility Agreement with Hercules Technology Growth Capital

 

Non-dilutive Financing Supports Company’s Acquisition of EGEN, Inc.

 

LAWRENCEVILLE, N.J. – June 10, 2014 /PRNewswire/ -- Celsion Corporation (NASDAQ: CLSN) today announced that it has closed the second $5 million tranche under its $20 million Loan and Security Agreement dated as of November 25, 2013 with Hercules Technology Growth Capital, Inc. (NYSE: HTGC). The proceeds will be used to fund the $3.4 million upfront cash payment associated with Celsion’s acquisition of EGEN, Inc., which was announced separately today, as well as Celsion’s transaction costs associated with the EGEN transaction.

 

“This $5 million tranche provides us with important non-dilutive funding that will allow us to maintain a strong balance sheet as we close our transaction with EGEN,” stated Jeff Church, Senior Vice President and Chief Financial Officer of Celsion. “With a cash position of over $52 million at the end of March 2014, together with the financial flexibility of the Hercules loan agreement, Celsion is well-positioned to advance the combined Celsion-EGEN pipeline after the acquisition closes.”

 

Celsion obtained the consent from Hercules to acquire EGEN required under the terms of the November 2013 loan agreement with Hercules.

 

“We welcome the opportunity to support Celsion’s strategic initiative to expand their pipeline,” said Bryan Jadot, Managing Director at Hercules. “The acquisition of EGEN strengthens Celsion’s product portfolio and technology base, and we look forward to seeing the combined company reach critical value-creating milestones with its multi-stage oncology pipeline and broad technology platforms.”

 

Upon the closing of this second tranche, Celsion has drawn down a total of $10 million under the November 25, 2013 agreement with Hercules. The funding is in the form of secured indebtedness bearing interest at a floating prime-based variable rate. In conjunction with the November 2013 loan agreement, Celsion issued Hercules a warrant exercisable for a total of 194,986 shares of Celsion’s common stock at a per share exercise price of $3.59, with 50% immediately exercisable and the remaining 50% exercisable upon Hercules’ funding of this $5 million draw-down. The Hercules Warrant will expire November 25, 2018. 

 

In a press release issued earlier today, Celsion announced the signing of a definitive asset purchase agreement in which Celsion will acquire substantially all of the assets and assume certain liabilities of EGEN, including its Phase II DNA-based immunotherapy product candidate EGEN-001 and its therapeutic platform technologies, TheraPlas™ for delivery of DNA, TheraSilence™ for delivery of RNA, and RAST™ for Cell Enabled Expression and Secretion of RNA. The closing of the acquisition is subject to satisfaction of certain closing conditions specified in the agreement.

 

About Celsion Corporation

 

Celsion is dedicated to the development and commercialization of innovative cancer drugs, including tumor-targeting treatments using focused heat energy in combination with heat-activated liposomal drug technology.  Celsion has research, license or commercialization agreements with leading institutions, including the National Institutes of Health, Duke University Medical Center, University of Hong Kong, the University of Pisa, the UCLA Department of Medicine, the Kyungpook National University Hospital, the Beijing Cancer Hospital and the University of Oxford.  For more information on Celsion, visit our website: http://www.celsion.com.

 

 
 
 

 

Celsion wishes to inform readers that forward-looking statements in this release are made pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995.  Readers are cautioned that such forward-looking statements, including, without limitation, statements about the acquisition of EGEN and the combined company as well clinical and pre-clinical programs, involve risks and uncertainties. These risks and uncertainties include, without limitation, the risk that closing conditions to the acquisition of EGEN are not satisfied; difficulties and operational and financial risks associated with integrating Celsion and EGEN after completion of the acquisition; unforeseen changes in the course of research and development activities and in clinical trials; the significant expense, time, and risk of failure of conducting clinical trials; the need for Celsion to evaluate its future development plans; termination of the Technology Development Contract or collaboration between Celsion and Hisun at any time; possible changes in cost and timing of development and testing, capital structure, financial condition, working capital needs and other financial items; possible acquisitions or licenses of other technologies, assets or businesses or the possible failure to make such acquisitions or licenses; possible actions by customers, suppliers, competitors, regulatory authorities; and other risks detailed from time to time in the Celsion’s periodic reports filed with the Securities and Exchange Commission, including its Form 10-Q filed on May 8, 2014. Celsion assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events, new information or otherwise.

 

Celsion Investor Contact

 

Jeffrey W. Church
Sr. Vice President and CFO
609-482-2455
jchurch@celsion.com