FILED PURSUANT TO RULE 424(b)(3) AND (c)
REGISTRATION NO. 333-100638
PROSPECTUS SUPPLEMENT NO. 1 TO PROSPECTUS DATED OCTOBER 18, 2002
CELSION CORPORATION
10,036,000 SHARES OF COMMON STOCK
This prospectus supplement will be used by the holders of common stock,
par value $.01 per share (the "Common Stock"), of Celsion Corporation, a
Delaware corporation (the "Company") and holders of certain Common Stock
purchase warrants (the "Warrants") to resell their shares of Common Stock and/or
the shares of Common Stock underlying the Warrants, in each case referred to
herein as the "Shares". You should read this prospectus supplement together with
the prospectus dated October 18, 2002 (the "Prospectus"), which is to be
delivered with this prospectus supplement. The Prospectus relates to the offer
and sale from time to time by certain selling stockholders of up to 10,036,000
Shares, consisting of 3,243,000 currently outstanding Shares, 3,193,000 Shares
underlying shares of the Company's Series B 8% Convertible Preferred Stock
(including accrued dividends), and up to 3,600,000 Shares issuable upon the
exercise of the Warrants.
--------------------
The table below supplements the information set forth under the caption
"Resales by Selling Stockholders" in the Prospectus and, to the extent
inconsistent therewith, amends or supersedes the table appearing under that
caption in the Prospectus. Further, where the name of a Selling Stockholder
identified in the table below also appears in the table in the Prospectus, the
information set forth in the table below regarding that Selling Stockholder
supersedes the information in the Prospectus.
The Selling Stockholders named in the table below acquired, in the
aggregate, Warrants to purchase 600,000 Shares through transfers of Warrants to
purchase 600,000 Shares from certain Selling Stockholders named in the
Prospectus. The table sets forth the following information with respect to each
Selling Stockholder named herein as of August 5, 2003: (i) the name of the
Selling Stockholder; (ii) the number of Shares the Selling Stockholder
beneficially owned before this offering; (iii) the number of Shares the Selling
Stockholder is offering hereby; (iv) the total number of outstanding shares of
Common Stock that the Selling Stockholder will beneficially own, assuming that
the Selling Stockholder sells all of the Shares held thereby subject to this
offering; and (v) that number of shares as a percentage of the total number of
shares of Common Stock outstanding. Except as set forth in the table below, none
of the Selling Stockholders named herein has had a material relationship with us
within the last three years other than as a result of the ownership of the
Shares, Warrants or other securities of the Company. The information in the
table below was furnished to us by the Selling Stockholders listed in the table
on or before August 5, 2003.
SECURITIES SECURITIES
SECURITIES BENEFICIALLY OWNED OFFERED BENEFICIALLY OWNED
PRIOR TO OFFERING (1) HEREBY (2) AFTER OFFERING (3)
---------------------------------- --------------- ------------------------------------
COMMON COMMON
NAME OF SELLING STOCKHOLDER STOCK WARRANTS STOCK AMOUNT PERCENT
- ------------------------------------- --------------- -------------- --------------- --------------- -----------------
Philip V. Felice 0 750,000 600,000 (4) 150,000 *
- ----------
(1) We have computed "beneficial ownership" in accordance with Rule
13d-3(d) promulgated by the SEC under the Securities Exchange Act of
1934 for purposes of this table. Therefore, the table reflects a person
as having "beneficial ownership" of shares of Common Stock if such
person has the right to acquire such shares within 60 days of August 5,
2003. For purposes of computing the percentage of outstanding shares of
Common Stock held by each person or group of persons named above, we
have assumed to be outstanding any security which such person or
persons has or have the right to acquire within that 60-day period. All
of the Warrants are currently exercisable and, therefore, the Selling
Stockholders may be deemed to be the beneficial owner of the Shares of
Common Stock underlying such Warrants pursuant to Rule 13d-3(d).
However, securities that may be acquired within that 60-day period are
not deemed to be outstanding for purposes of computing the percentage
ownership of any other person. Notwithstanding the foregoing, for
purposes of this table, we have not included the Shares underlying
Warrants and registered hereby under the column "Securities
Beneficially Owned Prior to Offering--Common Stock." Instead, such
Shares are reflected under the column "Securities Offered Hereby."
Except as indicated in the footnotes to this table and pursuant to
applicable community property laws, the Company believes, based on
information supplied by such persons, that the persons named in this
table have sole voting and investment power with respect to all shares
of Common Stock which they beneficially own.
(2) Represents the maximum number of Shares issuable to each Selling
Stockholder upon exercise in full of Warrants issued or issuable
thereto.
(3) Assumes the eventual sale of all Shares by each Selling Stockholder.
There can be no assurance that any Selling Stockholder will sell any or
all of such Shares owned thereby or issuable thereto.
(4) Warrants to purchase 600,000 Shares were acquired pursuant to a
transfer from Kim R. Baker, who no longer holds Shares or Shares
subject to Warrants subject to resale pursuant to the Prospectus.
* Less than 1%.
INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS"
BEGINNING ON PAGE 6 OF THE PROSPECTUS.
--------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
--------------------
The date of this Prospectus Supplement is August 11, 2003.
2