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): May 11, 2007
Celsion Corporation
(Exact Name of Registrant as Specified in Charter)
| Delaware | 000-14242 | 52-1256615 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 10220-L Old Columbia Road, Columbia, Maryland | 21046-2364 | |
| (Address of principal executive office) | (Zip Code) |
Registrant’s telephone number, including area code: (410) 290-5390
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 obligations of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communication 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 240.135-4(c)) |
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
| Item 2.02. | Results of Operations and Financial Condition |
On May 11, 2007, Celsion Corporation issued a press release reporting its financial results for the three- month periods ended March 31, 2007 (the “Earnings Release”). The Earnings Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this report shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933, as amended.
| Item 9.01. | Financial Statements and Exhibits |
| Exhibit No. |
Description | |
| 99.1 |
Earnings Release dated May 11, 2007, furnished pursuant to Item 2.02 of Form 8-K |
2
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 | ||||||
| Date: May 11, 2007 |
By: | /s/ Anthony P. Deasey | ||||
| Anthony P. Deasey | ||||||
| Chief Executive Officer, Chief Operating Officer and Chief Financial Officer | ||||||
| (Principal Financial and Chief Accounting Officer) | ||||||
Exhibit 99.1
| For Further Information Contact: | ||||||
| Tony Deasey | General Info: Marilynn Meek | |||||
| Celsion Corporation | Financial Relations Board | |||||
| 410.290.5390 | 212-827-3773 | |||||
| tony@celsion.com | mmeek@financialrelationsboard.com | |||||
| Investor Info: Susan Garland | ||||||
| 212-827-3775 | ||||||
| sgarland@financialrelationsboard.com | ||||||
CELSION CORPORATION REPORTS FIRST QUARTER 2007 RESULTS
Celsion reports 25% sales increase.
Columbia, MD – MAY 11, 2007: CELSION CORPORATION (AMEX: CLN) today announced financial results for its first quarter ended March 31, 2007. The Company reported revenue of $2.9 million for the quarter, compared to $2.4 million for the first quarter of 2006.
The Company recorded a net loss for the first quarter of $2.4 million or $0.22 per share compared to a net loss of $3.0 or $0.27 per share for the first quarter of 2006, excluding of a gain of $1.1 million arising from the sale of its subsidiary, Celsion (Canada) Limited in January 2006. Including this gain the net loss for the first quarter of 2006 was $1.8 million or $0.17 per share. The reduced loss was primarily the result of higher gross margin due to transfer of production of disposable kits to a new lower cost supplier.
Michael H. Tardugno, Celsion’s President and Chief Executive Officer, commented, “Prolieve revenues in the first quarter, while reflecting a cyclical reduction relative to the fourth quarter of 2006,continue to show strong, 25%, growth compared to the first quarter of 2006. Our gross margin also improved from 25.2% in the first quarter of 2006 to 47.4% in the first quarter of 2007. This continued market growth and gross profit improvement were largely instrumental in Boston Scientific’s decision to exercise its option to purchase the Prolieve assets.”
About Celsion: Celsion is dedicated to the development and commercialization of oncology drugs including tumor-targeting treatments using focused heat energy in combination with heat activated drug delivery systems.
Celsion has research, license or commercialization agreements with leading institutions such as the National Institutes of Health, Duke University Medical Center, University of Hong Kong, Cleveland Clinic, North Shore Long Island Jewish Health System.
Celsion has also developed a microwave based system, the Prolieve Thermodilatation® system, for the treatment of benign prostatic hyperplasia which is marketed in the United States under an exclusive distribution agreement with Boston Scientific Corporation. 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 involve risks and uncertainties including, without limitation, unforeseen changes in the course of research and development activities and in clinical trials by others; possible acquisitions of other technologies, assets or businesses; possible actions by customers, suppliers, competitors, regulatory authorities; and other risks detailed from time to time in the Company’s periodic reports filed with the Securities and Exchange Commission.
Celsion Corporation
Statements of Operations
(in thousands, except per share amounts)
| Three Months Ended March 31, |
||||||||
| 2006 | 2007 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Revenues |
$ | 2,346 | $ | 2,923 | ||||
| Cost of Sales |
1,754 | 1.536 | ||||||
| Gross Margin |
592 | 1,387 | ||||||
| Operating Expenses |
||||||||
| Research & development |
2,482 | 2,426 | ||||||
| General and administrative |
1,128 | 1,294 | ||||||
| Total Operating Expenses |
3,610 | 3,720 | ||||||
| Loss from Operations |
(3,018 | ) | (2,333 | ) | ||||
| Other Income/(Expense) |
||||||||
| License fee amortization |
143 | 143 | ||||||
| Interest income (expense), net |
(46 | ) | (168 | ) | ||||
| Loss from investment in Celsion China Ltd. |
(10 | ) | — | |||||
| Other |
1,147 | — | ||||||
| Net loss before income taxes |
(1,784 | ) | (2,358 | ) | ||||
| Income taxes |
— | — | ||||||
| Net loss |
$ | (1,784 | ) | $ | (2,358 | ) | ||
| Net loss per common share (basic and diluted) |
$ | (0.17 | ) | $ | (0.22 | ) | ||
| Weighted average shares outstanding |
10,732 | 10,747 | ||||||
Celsion Corporation
Consolidated Condensed Balance Sheets
(in thousands)
| December 31, 2006 |
March 31, 2007 |
|||||||
| (Unaudited) | ||||||||
| ASSETS |
||||||||
| Current assets |
||||||||
| Cash, cash equivalents and short term investments |
$ | 9,033 | $ | 7,552 | ||||
| Accounts receivable |
1,904 | 1,139 | ||||||
| Inventory |
2,831 | 2,900 | ||||||
| Prepaid expenses |
430 | 423 | ||||||
| Escrow account—license fee |
1,825 | — | ||||||
| Total current assets |
16,023 | 12,014 | ||||||
| Property and equipment, net |
515 | 478 | ||||||
| Loan Receivable |
583 | 601 | ||||||
| Note receivable |
1,082 | 1,120 | ||||||
| Other assets |
727 | 2,435 | ||||||
| Total assets |
$ | 18,930 | $ | 16,648 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY |
||||||||
| Current liabilities |
||||||||
| Accounts payable and accrued expenses |
$ | 3,437 | $ | 3,110 | ||||
| Deferred income |
571 | 571 | ||||||
| Total current liabilities |
4,008 | 3,681 | ||||||
| Loans Payable—Principal |
15,000 | 15,000 | ||||||
| Loans Payable—Interest |
1,278 | 1,625 | ||||||
| Deferred revenue |
1,809 | 1,667 | ||||||
| Other liabilities |
36 | 35 | ||||||
| Total liabilities |
22,131 | 22,008 | ||||||
| Stockholders’ equity |
||||||||
| Common stock |
107 | 108 | ||||||
| Additional paid-in capital |
87,179 | 87,377 | ||||||
| Accumulated deficit |
(90,487 | ) | (92,845 | ) | ||||
| Total stockholders’ equity |
(3,201 | ) | (5,360 | ) | ||||
| Total liabilities and stockholders’ equity |
$ | 18,930 | $ | 16,648 | ||||