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): January 28, 2008
Celsion Corporation
(Exact Name of Registrant as Specified in Charter)
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Delaware |
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000-14242 |
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52-1256615 |
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(State or other jurisdiction |
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(Commission File Number) |
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(IRS Employer |
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of incorporation) |
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Identification No.) |
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10220-L Old Columbia Road, Columbia, Maryland |
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21046-2364 |
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(Address of principal executive office) |
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(Zip Code) |
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Registrant’s telephone number, including area code: (410) 290-5390
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(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):
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.135-4(c)) |
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Item 3.01. |
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
(d) On January 28, 2008, Celsion Corporation (the “Registrant”) notified the American Stock Exchange (“AMEX”) of the Registrant’s intent to delist its common stock, par value $0.01 per share (the “Common Stock”), from AMEX. The Registrant has arranged for listing of the Common Stock on The NASDAQ Stock Market, LLC (“NASDAQ”). The Registrant has requested that trading in the Common Stock on AMEX be suspended after market close on February 7, 2007 and expects trading on NASDAQ to begin on February 8, 2007.
A copy of the press release announcing the delisting of the Common Stock from AMEX and the listing of the Common Stock on NASDAQ is filed as Exhibit 99.1 to this Current Report on Form 8-K.
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Item 9.01. |
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Financial Statements and Exhibits. |
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(d) |
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Exhibits |
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Exhibit No. |
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Description |
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99.1 |
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Press Release of the Registrant, dated January 28, 2008. |
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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.
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CELSION CORPORATION |
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Date: February 1, 2008 |
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By: |
/s/ Paul B. Susie |
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Paul B. Susie |
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Interim Chief Accounting Officer |
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Exhibit Index
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Exhibit No. |
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Description |
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99.1 |
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Press Release of the Registrant, dated January 28, 2008. |
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Exhibit 99.1
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For Further Information Contact:
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Paul G. Henning Cameron Associates 212-554-5462 |
Celsion Corporation to be Listed on the NASDAQ Stock Market
Columbia, MD — January 28, 2008: CELSION CORPORATION (AMEX: CLN) announced today that its board of directors has approved the decision to switch the listing of its common stock from the American Stock Exchange to The NASDAQ Stock Market LLC®. Effective February 8, 2008 the company will trade under the symbol NASDAQ:CLN.
“This decision was reached after careful consideration of capital market alternatives and analysis of the electronic market model, which provides added visibility to our investors,” said Michael H. Tardugno, President and Chief Executive Officer of Celsion. “We believe that NASDAQ’s electronic multiple market maker structure will provide our company with enhanced exposure and liquidity, while at the same time providing investors with the best prices, the fastest execution, and the lowest cost per trade. As the world’s largest electronic stock market, NASDAQ promotes innovation and attracts leading growth companies from a diverse group of sectors. We are proud to be a part of The NASDAQ Stock Market.”
About ThermoDox
ThermoDox is Celsion’s proprietary heat-sensitive liposomal encapsulation of doxorubicin, an approved and frequently used anti-cancer drug used in the treatment of various cancers including breast cancer. Localized mild hyperthermia (40-42 degrees C) releases the entrapped doxorubicin from the liposome. This delivery technology enables high concentrations of doxorubicin to be deposited preferentially in a targeted tumor.
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. Additional information about Celsion Corporation can be found on the Celsion web site at www.celsion.com.
About NASDAQ
NASDAQ® is the largest U.S. electronic stock market. With approximately 3,200 companies, it lists more companies and, on average, its systems trade more shares per day than any other U.S. market. NASDAQ is home to companies that are leaders across all areas of business including technology, retail, communications, financial services, transportation, media and biotechnology. NASDAQ is the primary market for trading NASDAQ-listed stocks. For more information about NASDAQ, visit the NASDAQ Web site at http://www.nasdaq.com or the NASDAQ NewsroomSM http://www.nasdaq.com/newsroom.
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.