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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER: 000-14242
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CUSIP NUMBER:
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[ ] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K [x] Form 10-Q and Form
10-QSB [ ]
For Period Ended: March 31, 1999
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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Read Attached Instruction Sheet Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
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Part I - Registrant Information
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Full Name of Registrant CELSION CORPORATION
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Former Name if Applicable
Address of Principal Executive Office (Street and Number)
10220-I Old Columbia Road
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City, State and Zip Code Columbia, Maryland 21046-1705
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Part II - Rules 12b-25(b) and (c)
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If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate).
[X] (a) The reasons described in reasonable detail in Part
III of this form could not be eliminated without
unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report,
transition report on Form 10-K, Form 20- F, 11-K or
Form N-SAR, or portion thereof will be filed on or
before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report
or transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day
following the prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required
by Rule 12b-25(c) has been attached if applicable.
Part III - Narrative
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State below in reasonable detail the reasons why Form 10-K and Form
10-KSB, 20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or
portion thereof could not be filed within the prescribed period.
The Registrant required additional time to include information
developed within the last two days concerning Registrant's pending private
placement offering. Also, the Form 10-Q Report must be reviewed and approved by
two senior officers who were each on out-of-town business trips during the past
week. It is anticipated that Form 10-Q will be available for filing by May 18 or
19, 1999.
(Attach extra sheets if needed)
Part IV - Other Information
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(1) Name and telephone number of person to contact in regard to
this notification.
John Mon, Treasurer (410) 290- 5390
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under section 13 or
15(d) of the Securities and Exchange Act of 1934 or section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter period
that the registrant was required to file such report(s) been filed? If the
answer is no, identify report(s).
[X] Yes [ ] No
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(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
[X] Yes [ ] No
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
As previously reported, Registrant discontinued sales of its
hyperthermia equipment in order to concentrate on the development of its new
cancer and BPH treatment technologies. Accordingly, the Registrant will not
report any revenues or gross profit for the three-month and six-month periods
ended March 31, 1999, compared with revenues of $110,260 and gross profit of
$64,760 for such periods in the prior year. Also, as a result of its overhead
reduction measures, Registrant will report a decrease in total operating
expenses from $1,114,274 and $1,942,176, respectively, for the three-month and
six-month periods in 1998, to approximately $585,000 and $1,050,000,
respectively, for the current three- and six-month periods. The net loss to be
reported for the current three-month period will accordingly decrease to
approximately $(613,000) from $(1,057,008) in 1998, and the six-month net loss
will be approximately $(1,057,000) compared to $(1,914,181) in 1998.
CELSION CORPORATION
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(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: May 15, 1999 By: /s/John Mon
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Name: John Mon
Title: Treasurer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal
Criminal Violations (See 18 U.S.C. 1001).
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