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Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2020	May 14, 2020
Document And Entity Information
Entity Registrant Name	Celsion CORP
Entity Central Index Key	0000749647
Document Type	10-Q
Document Period End Date	Mar. 31, 2020
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business Flag	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		29,257,101
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2020

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Current assets:
Cash and cash equivalents	$ 5,746,184	$ 6,875,273
Investment in debt securities - available for sale, at fair value	9,887,455	7,985,886
Accrued interest receivable on investment securities	22,713	21,369
Receivable on sale of net operating losses	1,819,324
Advances and deposits on clinical programs and other current assets	1,401,024	1,352,670
Total current assets	18,876,700	16,235,198
Property and equipment (at cost, less accumulated depreciation of $3,135,681 and $3,096,681, respectively)	374,598	405,363
Other assets:
Deferred tax asset		1,819,324
In-process research and development, net	15,736,491	15,736,491
Goodwill	1,976,101	1,976,101
Operating lease right-of-use assets, net	1,339,140	1,431,640
Other intangible assets, net	284,147	340,976
Deposits and other assets	349,447	333,274
Total other assets	19,685,326	21,637,806
Total assets	38,936,624	38,278,367
Current liabilities:
Accounts payable - trade	2,856,378	2,862,949
Other accrued liabilities	1,399,070	2,303,547
Notes payable - current portion, net of deferred financing costs	2,276,005	1,840,228
Operating lease liability - current portion	398,731	387,733
Deferred revenue - current portion	500,000	500,000
Total current liabilities	7,430,184	7,894,457
Earn-out milestone liability	5,758,983	5,717,709
Note payable, net of deferred financing costs	7,623,738	7,963,449
Operating lease liability - non-current portion	1,040,183	1,143,717
Deferred revenue - non-current portion	875,000	1,000,000
Total liabilities	22,728,088	23,719,332
Commitments and contingencies
Stockholders' equity:
Preferred stock - $0.01 par value (100,000 shares authorized, and no shares issued or outstanding at March 31, 2020 and December 31, 2019)
Common stock - $0.01 par value (112,500,000 shares authorized; 29,257,435 and 23,256,152 shares issued at March 31, 2020 and December 31, 2019, respectively, and 29,257,101 and 23,255,818 shares outstanding at March 31, 2020 and December 31, 2019, respectively)	292,574	232,562
Additional paid-in capital	311,570,995	304,885,663
Accumulated other comprehensive gain	3,813	42,778
Accumulated deficit	(295,573,658)	(290,516,780)
Total stockholders' equity before treasury stock	16,293,724	14,644,223
Treasury stock, at cost (334 shares at March 31, 2020 and December 31, 2019)	(85,188)	(85,188)
Total stockholders' equity	16,208,536	14,559,035
Total liabilities and stockholders' equity	$ 38,936,624	$ 38,278,367

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2020	Dec. 31, 2019
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	100,000	100,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	112,500,000	112,500,000
Common stock, shares issued	29,257,435	23,256,152
Common stock, shares outstanding	29,257,101	23,255,818
Treasury stock, shares	334	334

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Income Statement [Abstract]
Technology development and licensing revenue	$ 125,000	$ 125,000
Operating expenses:
Research and development	3,052,049	2,767,659
General and administrative	1,838,906	2,217,864
Total operating expenses	4,890,995	4,985,523
Loss from operations	(4,765,955)	(4,860,523)
Other income (expense):
(Loss) gain from change in valuation of earn-out milestone liability	(41,274)	3,130,000
Fair value of warrants issued in connection with amendment to modify GEN-1 earn-out milestone payments		(400,000)
Investment income	88,309	113,791
Interest expense	(339,365)	(350,747)
Other income	1,407	27
Total other income (expense), net	(290,923)	2,493,071
Net loss	$ (5,056,878)	$ (2,367,452)
Net loss per common share - Basic and diluted	$ (0.20)	$ (0.12)
Weighted average common shares outstanding - Basic and diluted	25,804,349	19,104,785

Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Changes in:
Reclassification of realized gain on investment securities recognized in investment income, net	$ (43,232)	$ (9,381)
Unrealized loss on investment securities	4,267	66,333
Change in unrealized (loss) gain, net, on available for sale securities	(38,965)	56,952
Net loss	(5,056,878)	(2,367,452)
Comprehensive loss	$ (5,095,843)	$ (2,310,500)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Cash flows from operating activities:
Net loss	$ (5,056,878)	$ (2,367,452)
Adjustments to reconcile net loss to net cash from operating activities:
Depreciation and amortization	188,329	188,806
Change in fair value of earn-out milestone liability	41,274	(3,130,000)
Fair value of warrants issued in connection with amendment to modify the GEN-1 earn-out milestone payments		400,000
Recognition of deferred revenue	(125,000)	(125,000)
Stock-based compensation costs	451,965	691,145
Deferred income tax asset	1,819,324
Amortization of deferred finance charges and debt discount associated with notes payable	96,066	97,458
Net changes in:
Accrued interest on investment securities	(1,344)	(9,761)
Receivable on sale of net operating losses	(1,819,324)
Advances, deposits and other current assets	(64,527)	(645,864)
Accounts payable and accrued liabilities	(504,952)	(635,190)
Net cash (used in) operating activities:	(4,975,067)	(5,535,858)
Cash flows from investing activities:
Purchases of investment securities	(9,940,534)	(11,251,818)
Proceeds from sale and maturity of investment securities	8,000,000	5,400,000
Purchases of property and equipment	(8,235)	(145,162)
Net cash used in investing activities	(1,948,769)	(5,996,980)
Cash flows from financing activities:
Proceeds from sale of common stock equity, net of issuance costs	5,794,747	1,754,885
Net cash provided by financing activities	5,794,747	1,754,885
Decrease in cash and cash equivalents	(1,129,089)	(9,777,953)
Cash and cash equivalents at beginning of period	6,875,273	13,353,543	$ 13,353,543
Cash and cash equivalents at end of period	5,746,184	3,575,590	$ 6,875,273
Supplemental disclosures of cash flow information:
Interest paid	243,299	253,289
Cash paid for amounts included in measurement of lease liabilities:
Operating cash flows from lease payments	130,631	106,000
Non-cash financing and investing activities
Fair value of warrants issued in connection with amendment to modify the GEN-1 earn-out milestone payments		400,000
Right of use assets		1,797,561
Stock issued in lieu of cash bonuses	498,632
Realized and unrealized (gains) losses, net, on investment securities	$ (38,965)	$ 56,952

Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid in Capital [Member]	Treasury Stock [Member]	Accumulated Other Comprehensive Income [Member]	Accumulated Deficit [Member]	Total
Balance at Dec. 31, 2018	$ 188,322	$ 294,393,313	$ (85,188)	$ 29,872	$ (273,665,247)	$ 20,861,072
Balance, shares at Dec. 31, 2018	18,831,834		334
Net loss					(2,367,452)	(2,367,452)
Sale of equity through equity financing facilities	$ 8,222	1,746,663				1,754,885
Sale of equity through equity financing facilities, shares	822,186
Stock-based compensation expense		691,145				691,145
Common stock warrants issued in connection with amendment to modify earn-out milestone payments		400,000				400,000
Realized and unrealized gains and losses, net, on investments securities				56,952		56,952
Issuance of restricted stock	$ 80	(80)
Issuance of restricted stock, shares	8,000
Balance at Mar. 31, 2019	$ 196,624	297,231,041	$ (85,188)	86,824	(276,032,699)	21,396,602
Balance, shares at Mar. 31, 2019	19,662,020		334
Balance at Dec. 31, 2019	$ 232,562	304,885,663	$ (85,188)	42,778	(290,516,780)	14,559,035
Balance, shares at Dec. 31, 2019	23,255,818		334
Net loss					(5,056,878)	(5,056,878)
Sale of equity through equity financing facilities	$ 55,713	5,739,034				5,794,747
Sale of equity through equity financing facilities, shares	5,571,428
Stock-based compensation expense		451,965				451,965
Issuance of restricted stock in lieu of cash bonus	$ 4,299	494,333				498,632
Issuance of restricted stock in lieu of cash bonus, shares	429,855
Realized and unrealized gains and losses, net, on investments securities				(38,965)		(38,965)
Balance at Mar. 31, 2020	$ 292,574	$ 311,570,995	$ (85,188)	$ 3,813	$ (295,573,658)	$ 16,208,536
Balance, shares at Mar. 31, 2020	29,257,101		334

Business Description

3 Months Ended

Mar. 31, 2020

Accounting Policies [Abstract]

Business Description

Note 1. Business Description

Celsion Corporation (“Celsion” and the “Company”) is a fully integrated development stage oncology drug company focused on advancing a portfolio of innovative cancer treatments, including directed chemotherapies, DNA-mediated immunotherapy and RNA based therapies. Our lead product candidate is ThermoDox^®, a proprietary heat-activated liposomal encapsulation of doxorubicin, currently in a Phase III clinical trial for the treatment of primary liver cancer (the “OPTIMA Study”). Second in our pipeline is GEN-1, a DNA-mediated immunotherapy for the localized treatment of ovarian cancer. These investigational products are based on our two platform technologies which, in addition, provide the basis for the future development of a range of therapeutics for difficult-to-treat forms of cancer. Our first platform is Lysolipid Thermally Sensitive Liposomes, a heat sensitive liposomal based dosage form that targets disease with known therapeutics in the presence of mild heat. Our second is TheraPlas, a novel nucleic acid-based treatment for local transfection of therapeutic plasmids. With these technologies we are working to develop and commercialize more efficient, effective and targeted oncology therapies that maximize efficacy while minimizing side-effects common to cancer treatments.

Basis of Presentation

3 Months Ended

Mar. 31, 2020

Accounting Policies [Abstract]

Basis of Presentation

Note 2. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements, which include the accounts of the Company and its wholly owned subsidiary, CLSN Laboratories, Inc, have been prepared in accordance with generally accepted accounting principles in the United States (GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. All significant intercompany balances and transactions have been eliminated in consolidation. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations.

In the opinion of management, all adjustments, consisting only of normal recurring accruals considered necessary for a fair presentation, have been included in the accompanying unaudited condensed consolidated financial statements. Operating results for the three-month period March 31, 2020 and 2019 are not necessarily indicative of the results that may be expected for any other interim period(s) or for any full year. For further information, refer to the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed with the Securities and Exchange Commission (SEC) on March 25, 2020.

The preparation of financial statements in conformity with GAAP requires management to make judgments, estimates, and assumptions that affect the amount reported in the Company’s financial statements and accompanying notes. Actual results could differ materially from those estimates. Events and conditions arising subsequent to the most recent balance sheet date have been evaluated for their possible impact on the financial statements and accompanying notes. With the recent introduction of the COVID-19 pandemic to the United States, the Company continues to monitor the impact of this pandemic on its financial condition and results of operations, along with the valuation of its long-term assets, intangible assets, and goodwill. The effect of this matter could potentially have an impact on the valuation of such assets in the future. The COVID-19 matter is discussed in more detail in Note 3 to the financial statements.

Financial Condition and Business Plan

3 Months Ended

Mar. 31, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Financial Condition and Business Plan

Note 3. Financial Condition and Business Plan

Since inception, the Company has incurred substantial operating losses, principally from expenses associated with the Company’s research and development programs, clinical trials conducted in connection with the Company’s product candidates, and applications and submissions to the U.S. Food and Drug Administration. The Company has not generated significant revenue and have incurred significant net losses in each year since our inception. As of March 31, 2020, the Company has incurred approximately $296 million of cumulative net losses and we had approximately $17.5 million in cash, investment securities, interest receivable and receivables from the sale of our State of New Jersey net operating losses. We have substantial future capital requirements to continue our research and development activities and advance our product candidates through various development stages. The Company believes these expenditures are essential for the commercialization of its technologies.

The Company expects its operating losses to continue for the foreseeable future as it continues its product development efforts, and when it undertakes marketing and sales activities. The Company’s ability to achieve profitability is dependent upon its ability to obtain governmental approvals, manufacture, and market and sell its new product candidates. There can be no assurance that the Company will be able to commercialize its technology successfully or that profitability will ever be achieved. The operating results of the Company have fluctuated significantly in the past.

COVID-19 Pandemic

In January 2020, the World Health Organization (WHO) declared an outbreak of coronavirus, COVID-19, to be a “Public Health Emergency of International Concern,” and the U.S. Department of Health and Human Services declared a public health emergency to aid the U.S. healthcare community in responding to COVID-19. This virus continues to spread globally and, as of mid-May 2020, has spread to over 100 countries, including the United States. Governments and businesses around the world have taken unprecedented actions to mitigate the spread of COVID-19, including, but not limited to, shelter-in-place orders, quarantines, significant restrictions on travel, as well as restrictions that prohibit many employees from going to work. Uncertainty with respect to the economic impacts of the pandemic has introduced significant volatility in the financial markets. The Company did not observe significant impacts on its business or results of operations for the three months ended March 31, 2020 due to the global emergence of COVID-19. While the extent to which COVID-19 impacts the Company’s future results will depend on future developments, the pandemic and associated economic impacts could result in a material impact to the Company’s future financial condition, results of operations and cash flows.

The Company’s ability to raise additional capital may be adversely impacted by potential worsening global economic conditions and the recent disruptions to, and volatility in, financial markets in the United States and worldwide resulting from the ongoing COVID-19 pandemic.

The disruptions caused by COVID-19 may also disrupt the clinical trials process and enrollment of patients. This may delay commercialization efforts. The Company is currently monitoring its operating activities in light of these events and it is reasonably possible that the virus could have a negative effect on the Company’s financial condition and results of operations, the specific impact is not readily determinable as of the date of these financial statements.

The actual amount of funds the Company will need to operate is subject to many factors, some of which are beyond the Company’s control. These factors include the following:

●	the progress of research activities;

●	the number and scope of research programs;

●	the progress of preclinical and clinical development activities;

●	the progress of the development efforts of parties with whom the Company has entered into research and development agreements;

●	the costs associated with additional clinical trials of product candidates;

●	the ability to maintain current research and development licensing arrangements and to establish new research and development and licensing arrangements;

●	the ability to achieve milestones under licensing arrangements;

●	the costs involved in prosecuting and enforcing patent claims and other intellectual property rights; and

●	the costs and timing of regulatory approvals.

The Company has based its estimate on assumptions that may prove to be wrong. The Company may need to obtain additional funds sooner or in greater amounts than it currently anticipates. Potential sources of financing include strategic relationships, public or private sales of the Company’s shares or debt, the sale of the Company’s State of New Jersey net operating losses and other sources. If the Company raises funds by selling additional shares of common stock or other securities convertible into common stock, the ownership interest of existing stockholders may be diluted.

During 2019 and 2018, the Company submitted applications to sell a portion of the Company’s State of New Jersey net operating losses as part of the Technology Business Tax Certificate Program sponsored by The New Jersey Economic Development Authority. Under the program, emerging biotechnology companies with unused NOLs and unused research and development credits are allowed to sell these benefits to other companies. As more fully discussed in Note 9, the Company received approval from the New Jersey Economic Development Authority to sell $1.9 million of its State of New Jersey net operating losses recognizing a tax benefit for the year ended December 31, 2019 for the net proceeds (approximately $1.8 million). In early 2020, the Company entered into an agreement to sell these net operating losses, In April of 2020, the Company completed the sale of the New Jersey net operating losses and received the $1.8 million net proceeds. In 2018, the Company completed the sale of a portion of its New Jersey net operating losses for 2011 - 2017 totaling approximately $11.1 for net proceeds of approximately $10.4 million in December 2018. The proceeds of $10.4 million were reflected as a tax benefit for the year ended December 31, 2018. The Company has approximately $2.0 million available in future tax benefits remaining under the NOL Program for future years.

In June 2018, the Company entered into the Horizon Credit Agreement with Horizon that provided $10 million in new capital. The obligations under the Horizon Credit Agreement are secured by a first-priority security interest in substantially all assets of Celsion other than intellectual property assets. Payments under the loan agreement are interest only (calculated based on one-month LIBOR plus 7.625%) for the first twenty-four (24) months after through July 2020, closing, followed by a 24-month amortization period of principal and interest starting on August 1, 2020 and ending through the scheduled maturity date. On May 13, 2020, the Company and Horizon agreed to defer the first two principal payments totaling $833,333 due in August and September 2020.

With $17.5 million in cash, investments, interest receivable and receivable from the sale of the New Jersey net operating losses at March 31, 2020, coupled with future sales of the Company’s New Jersey NOL’s as well as the remaining availability under the Capital-on-Demand Equity Facility with JonesTrading Institutional Services LLC, the Company believes it has sufficient capital resources to fund its operations through mid-2021.

New Accounting Pronouncements

3 Months Ended

Mar. 31, 2020

Accounting Changes and Error Corrections [Abstract]

New Accounting Pronouncements

Note 4. New Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (FASB) and are adopted by us as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued accounting pronouncements will not have a material impact on the Company’s condensed consolidated financial position, results of operations, and cash flows, or do not apply to our operations.

In June 2016, the FASB issued Accounting Standard Update No. 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”, which modifies the measurement of expected credit losses on certain financial instruments. The Company will adopt ASU 2016-13 in its first quarter of 2021 utilizing the modified retrospective transition method. Based on the composition of the Company’s investment portfolio and current market conditions, the adoption of ASU 2016-13 is not expected to have a material impact on its condensed consolidated financial statements.

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement: Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement, which adds and modifies certain disclosure requirements for fair value measurements. Under the new guidance, entities will no longer be required to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, or valuation processes for Level 3 fair value measurements. However, public companies will be required to disclose the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and related changes in unrealized gains and losses included in other comprehensive income. This update is effective for annual periods beginning after December 15, 2019, and interim periods within those periods, and early adoption is permitted. The adoption of this standard did not have an impact on the Company’s condensed consolidated financial statements.

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740). The standard simplifies the accounting for incomes taxes by removing certain exceptions to the general principles in Topic 740 related to the approach for intra-period tax allocation and the recognition of deferred tax liabilities for outside basis differences. The standard also clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The standard also improves consistent application of and simplifies GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The amendment is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of this standard will have on its condensed consolidated financial statements.

Net Loss Per Common Share

3 Months Ended

Mar. 31, 2020

Earnings Per Share [Abstract]

Net Loss Per Common Share

Note 5. Net Loss per Common Share

Basic loss per share is calculated based upon the net loss available to common shareholders divided by the weighted average number of common shares outstanding during the period. Diluted loss per share is calculated after adjusting the denominator of the basic earnings per share computation for the effects of all dilutive potential common shares outstanding during the period. The dilutive effects of preferred stock, options and warrants and their equivalents are computed using the treasury stock method.

The total number of shares of common stock issuable upon exercise of warrants, stock option grants and equity awards were 7,982,990 and 5,412,554 shares for the three-month periods ended March 31, 2020 and 2019, respectively. Warrants with an exercise price of $0.01 (as more fully described in Note 13) exercisable for 200,000 shares of common stock were considered issued in calculating basic loss per share. For the three-month periods ended March 31, 2020 and 2019, diluted loss per common share was the same as basic loss per common share as the other warrants and equity awards that were convertible into shares of the Company’s common stock were excluded from the calculation of diluted loss per common share as their effect would have been anti-dilutive.

The Company did not pay any dividends during the three-month periods ended March 31, 2020 and 2019.

Investments in Debt Securities Available For Sale

3 Months Ended

Mar. 31, 2020

Investments, Debt and Equity Securities [Abstract]

Investments in Debt Securities Available For Sale

Note 6. Investment in Debt Securities Available for Sale

Investments in debt securities available for sale with a fair value of $9,887,455 and $7,985,886 as of March 31, 2020 and December 31, 2019, respectively, consist of corporate debt securities. These investments are valued at estimated fair value, with unrealized gains and losses reported as a separate component of stockholders’ equity in accumulated other comprehensive loss.

Investments in debt securities available for sale are evaluated periodically to determine whether a decline in their value is other than temporary. The term “other than temporary” is not intended to indicate a permanent decline in value. Rather, it means that the prospects for near term recovery of value are not necessarily favorable, or that there is a lack of evidence to support fair values equal to, or greater than, the carrying value of the security. Management reviews criteria such as the magnitude and duration of the decline, as well as the reasons for the decline, to predict whether the loss in value is other than temporary. Once a decline in value is determined to be other than temporary, the value of the security is reduced and a corresponding charge to earnings is recognized.

A summary of the cost, fair value and maturities of the Company’s short-term investments is as follows:

	March 31, 2020				December 31, 2019
	Cost		Fair Value		Cost		Fair Value
Short-term investments
Investments in debt securities	$	9,883,642	$	9,887,455	$	7,943,108	$	7,985,886
Total	$	9,883,642	$	9,887,455	$	7,943,108	$	7,985,886

	March 31, 2020				December 31, 2019
	Cost		Fair Value		Cost		Fair Value
Short-term investment maturities
Within 3 months	$	5,592,801	$	5,592,490	$	7,943,108	$	7,985,886
Between 3-12 months		4,290,841		4,294,965		-		-
Total	$	9,883,642	$	9,887,455	$	7,943,108	$	7,985,886

The following table shows the Company’s investment securities gross unrealized gains (losses) and fair value by investment category and length of time that individual securities have been in a continuous unrealized loss position at March 31, 2020 and December 31, 2019. The Company has reviewed individual securities to determine whether a decline in fair value below the amortizable cost basis is other than temporary.

	March 31, 2020					December 31, 2019
Available for sale securities (all unrealized holding gains and losses are less than 12 months at date of measurement)	Fair Value		Unrealized Holding Gains (Losses)			Fair Value		Unrealized Holding Gains (Losses)

Investments in debt securities with unrealized gains	$	6,591,505	$	10,323		$	7,985,886	$	42,778
Investments in debt securities with unrealized losses		3,295,950		(6,510	)		-		-
Total	$	9,887,455	$	3,813		$	7,985,886	$	42,778

Investment income, which includes net realized gains on sales of available for sale securities and investment income interest and dividends, is summarized as follows:

	Three Months Ended March 31,
	2020		2019
Interest and dividends accrued and paid	$	45,077	$	104,410
Realized gains		43,232		9,381
Investment income, net	$	88,309	$	113,791

Fair Value Measurements

3 Months Ended

Mar. 31, 2020

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note 7. Fair Value Measurements

FASB Accounting Standards Codification (ASC) Section 820 “Fair Value Measurements and Disclosures,” establishes a three-level hierarchy for fair value measurements which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of inputs that may be used to measure fair value are as follows:

Level 1: Quoted prices (unadjusted) or identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date;

Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data; and

Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions that market participants would use in pricing an asset or liability.

Cash and cash equivalents, accounts payable and other accrued liabilities are reflected in the condensed consolidated balance sheet at their approximate estimated fair values primarily due to their short-term nature. The fair values of securities available for sale are determined by relying on the securities’ relationship to other benchmark quoted securities and classified its investments as Level 2 items at March 31, 2020 and December 31, 2019. There were no transfers of assets or liabilities between Level 1 and Level 2 and no transfers in or out of Level 3 during the thee-month period ended March 31, 2020 or during the year ended December 31, 2019. The changes in Level 3 liabilities were the result of changes in the fair value of the earn-out milestone liability included in earnings and in-process R&D. The earnout milestone liability is valued using a risk-adjusted assessment of the probability of payment of each milestone, discounted to present value using an estimated time to achieve the milestone (see Note 13). The in-process R&D is valued using a multi-period excess earnings method (see Note 8).

Assets and liabilities measured at fair value are summarized below:

	Total Fair Value		Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:

Recurring items as of March 31, 2020
Corporate debt securities, available for sale	$	9,887,455	$	─	$	9,887,455	$	─

Recurring items as of December 31, 2019
Corporate debt securities, available for sale	$	7,985,886	$	─	$	7,985,886	$	─

Liabilities:

Recurring items as of March 31, 2020
Earn-out milestone liability (Note 13)	$	5,758,983	$	─	$	─	$	5,758,983

Recurring items as of December 31, 2019
Earn-out milestone liability (Note 13)	$	5,717,709	$	─	$	─	$	5,717,709

Intangible Assets

3 Months Ended

Mar. 31, 2020

Intangible Assets, Net (Including Goodwill) [Abstract]

Intangible Assets

Note 8. Intangible Assets

In June 2014, we completed the acquisition of substantially all of the assets of EGEN, Inc., an Alabama corporation, which has changed its company name to EGWU, Inc. after the closing of the acquisition (“EGEN”). We acquired all of EGEN’s right, title and interest in and to substantially all of the assets of EGEN, including cash and cash equivalents, patents, trademarks and other intellectual property rights, clinical data, certain contracts, licenses and permits, equipment, furniture, office equipment, furnishings, supplies and other tangible personal property. In addition, CLSN Laboratories assumed certain specified liabilities of EGEN, including the liabilities arising out of the acquired contracts and other assets relating to periods after the closing date.

Acquired In-process Research and Development

Acquired in-process research and development (IPR&D) consists of EGEN’s drug technology platforms: TheraPlas and TheraSilence. The fair value of the IPR&D drug technology platforms was estimated to be $24.2 million as of the acquisition date. As of the closing of the acquisition, the IPR&D was considered indefinite lived intangible assets and will not be amortized. IPR&D is reviewed for impairment at least annually as of our third quarter ended September 30, and whenever events or changes in circumstances indicate that the carrying value of the assets might not be recoverable. The Company’s IPR&D consisted of three core elements, its RNA delivery system, its glioblastoma multiforme cancer (GBM) product candidate and its ovarian cancer indication.

The Company’s ovarian cancer indication, with original value of $13.3 million has not been impaired since its acquisition. At September 30, 2019 the Company evaluated its IPR&D of the ovarian cancer indication and concluded that it is not more likely than not that the asset is impaired. As no other indicators of impairment existed during the fourth quarter of 2019 or first quarter of 2020, no impairment charges were recorded during the three months ended March 31, 2020 and 2019.

The Company’s GBM candidate, with original value of $9.4 million had cumulative impairments through 2018 of $7 million, with remaining carrying value of $2.4 million at December 31, 2019 and March 31, 2020, On September 30, 2019, the Company evaluated its IPR&D of the (GBM) product candidate and concluded that it is not more likely than not that the asset is further impaired. As no other indicators of impairment existed during the fourth quarter of 2019 and in the first quarter of 2020, no impairment charges were recorded during the three months ended March 31, 2020 and 2019.

The Company’s RNA delivery system, with an initial value of $1.5 million was previously fully impaired.

Covenants Not to Compete

Pursuant to the EGEN Purchase Agreement, EGEN provided certain covenants (“Covenant Not To Compete”) to the Company whereby EGEN agreed, during the period ending on the seventh anniversary of the closing date of the acquisition on June 20, 2014, not to enter into any business, directly or indirectly, which competes with the business of the Company nor will it contact, solicit or approach any of the employees of the Company for purposes of offering employment. The Covenant Not to Compete which was valued at approximately $1.6 million at the date of the EGEN acquisition has a definitive life and is amortized on a straight-line basis over its life of 7 years. The Company recognized amortization expense of $56,829 in each of the three-month periods ended March 31, 2020 and 2019. The carrying value of the Covenant Not to Compete was $284,147, net of $1,307,067 accumulated amortization as of March 31, 2020 and $340,976, net of $1,250,238 accumulated amortization, as of December 31, 2019.

Following is a schedule of future amortization amounts during the remaining life of the Covenant Not to Compete.

	Year Ended March 31,
2020	$	227,318
2021		56,829
2022 and thereafter		-
Total	$	284,147

Goodwill

The purchase price exceeded the estimated fair value of the net assets acquired by approximately $2.0 million which was recorded as Goodwill. Goodwill represents the difference between the total purchase price for the net assets purchased from EGEN and the aggregate fair values of tangible and intangible assets acquired, less liabilities assumed. Goodwill is reviewed for impairment at least annually as of our third quarter ended September 30 or sooner if we believe indicators of impairment exist. As of March 31, 2020, we concluded that the Company’s fair value exceeded its carrying value therefore “it is not more likely than not” that the Goodwill was impaired.

Following is a summary of the net fair value of the assets acquired in the EGEN asset acquisition for the three-month period ended March 31, 2020:

	IPR&D		Goodwill		Covenant Not To Compete
For the three-months ended March 31, 2020
Balance at January 1, 2020, net	$	15,736,491	$	1,976,101	$	340,976
Amortization		-		-		(56,829	)
Balance at March 31, 2020, net	$	15,736,491	$	1,976,101	$	284,147

Accrued Liabilities

3 Months Ended

Mar. 31, 2020

Payables and Accruals [Abstract]

Accrued Liabilities

Note 9. Accrued Liabilities

Other accrued liabilities at March 31, 2020 and December 31, 2019 include the following:

	March 31, 2020		December 31, 2019

Amounts due to contract research organizations and other contractual agreements	$	305,000	$	475,440
Accrued payroll and related benefits		924,659		1,604,541
Accrued professional fees		150,000		204,155
Other		19,411		19,411
Total	$	1,399,070	$	2,303,547

Notes Payable

3 Months Ended

Mar. 31, 2020

Debt Disclosure [Abstract]

Notes Payable

Note 10. Note Payable

Horizon Credit Agreement

On June 27, 2018, the Company entered into a loan agreement with Horizon Technology Finance Corporation (“Horizon”) that provided $10 million in new capital (the “Horizon Credit Agreement”). The Company drew down $10 million upon closing of the Horizon Credit Agreement on June 27, 2018.

During the three-month period ended March 31, 2020, the Company incurred $243,299 in interest expense and amortized $96,066 as interest expense for debt discounts and end of term charges in connection with the Horizon Credit Agreement. During the three-month period ended March 31, 2019, the Company incurred $253,289 in interest expense and amortized $97,458 as interest expense for debt discounts and end of term charges in connection with the Horizon Credit Agreement.

On May 13, 2020, the Company and Horizon agreed to defer the first two principle payments totaling a $833,333 due in August and September 2020. Following is a schedule of future principal payments, net of unamortized debt discounts and amortized end of term charges, due on the Horizon Credit Agreement:

	As of March 31,
2020	$	2,500,000
2021		4,583,333
2022		2,916,667
2023 and thereafter		-
Subtotal of future principle payments		10,000,000
Unamortized debt issuance costs, net		(100,257	)
Total	$	9,899,743

Stockholders' Equity

3 Months Ended

Mar. 31, 2020

Equity [Abstract]

Stockholders' Equity

Note 11. Stockholders’ Equity

In September 2018, the Company filed with the SEC a new $75 million shelf registration statement on Form S-3 (the “2018 Shelf Registration Statement”) (File No. 333-227236) that allows the Company to issue any combination of common stock, preferred stock or warrants to purchase common stock or preferred stock. This shelf registration was declared effective on October 12, 2018 and will expire three years from that date.

Aspire Purchase Agreement

On October 28, 2019, Company, entered into a common stock purchase agreement (the “2019 Aspire Purchase Agreement”) with Aspire Capital Fund, LLC (“Aspire Capital”) which provides that, upon the terms and subject to the conditions and limitations set forth therein, Aspire Capital is committed to purchase up to an aggregate of $10.0 million of shares of the Company’s common stock over the 24-month term of the 2019 Aspire Purchase Agreement.

During 2019, the Company sold and issued an aggregate of 0.5 million shares under the 2019 Aspire Purchase Agreement, receiving approximately $0.7 million. During the first quarter of 2020 through March 5, 2020 when the Company delivered notice to Aspire terminating the 2019 Aspire Purchase Agreement, the Company sold 1.0 million shares of common stock under the Aspire Purchase Agreement, receiving approximately $1.6 million in additional gross proceeds.

Capital on Demand^TM Sales Agreement

On December 4, 2018, the Company entered into a Capital on Demand^TM Sales Agreement (the “Capital on Demand Agreement”) with JonesTrading Institutional Services LLC, as sales agent (“JonesTrading”), pursuant to which the Company may offer and sell, from time to time, through JonesTrading shares of Common Stock having an aggregate offering price of up to $16.0 million.

The Shares will be issued pursuant to Celsion’s previously filed and effective Registration Statement on Form S-3 (File No. 333-227236), the base prospectus dated October 12, 2018, filed as part of such Registration Statement, and the prospectus supplement dated December 4, 2018, filed by Celsion with the Securities and Exchange Commission. During 2019, the Company sold and issued an aggregate of 0.5 million shares under the Capital on Demand Agreement, receiving approximately $1.0 million in gross proceeds. The Company did not sell any shares under the Capital on Demand Agreement during 2020. As of March 31, 2020, the Company has approximately $15 million available under the Capital on Demand Agreement.

Registered Direct Offering

On February 27, 2020, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with several institutional investors, pursuant to which we agreed to issue and sell, in a registered direct offering (the “February 2020 Offering”), an aggregate of 4,571,428 shares (the “Shares”) of our common stock at an offering price of $1.05 per share for gross proceeds of approximately $4.8 million before the deduction of the Placement Agent fees and offering expenses. The Shares were offered by the Company pursuant to a registration statement on Form S-3 (File No. 333-227236). The Purchase Agreement contains customary representations, warranties and agreements by the Company and customary conditions to closing. In a concurrent private placement (the “Private Placement”), the Company agreed to issue to the investors that participated in the Offering, for no additional consideration, warrants, to purchase up to 2,971,428 shares of Common Stock (the “Original Warrants”). The Original Warrants were initially exercisable six months following their date of issue and were set to expire on the five-year anniversary of such initial exercise date. The Warrants had an exercise price of $1.15 per share subject to adjustment as provided therein. On March 12, 2020 the Company entered into private exchange agreements (the “Exchange Agreements”) with holders the Warrants. Pursuant to the Exchange Agreements, in return for a higher exercise price of $1.24 per share of Common Stock, the Company issued new warrants to the Investors to purchase up to 3,200,000 shares of Common Stock (the “Exchange Warrants”) in exchange for the Original Warrants. The Exchange Warrants, like the Original Warrants, are initially exercisable six months following their issuance (the “Initial Exercise Date”) and expire on the five-year anniversary of their Initial Exercise Date. Other than having a higher exercise price, different issue date, Initial Exercise Date and expiration date, the terms of the Exchange Warrants are identical to those of the Original Warrants.

Stock-Based Compensation

3 Months Ended

Mar. 31, 2020

Share-based Payment Arrangement [Abstract]

Stock-Based Compensation

Note 12. Stock-Based Compensation

The Company has long-term compensation plans that permit the granting of equity-based awards in the form of stock options, restricted stock, restricted stock units, stock appreciation rights, other stock awards, and performance awards.

At the 2018 Annual Stockholders Meeting of the Company held on May 15, 2018, stockholders approved the Celsion Corporation 2018 Stock Incentive Plan (the “2018 Plan”). The 2018 Plan, as adopted, permits the granting of 2,700,000 shares of Celsion common stock as equity awards in the form of incentive stock options, nonqualified stock options, restricted stock, restricted stock units, stock appreciation rights, other stock awards, performance awards, or in any combination of the foregoing. At the 2019 Annual Stockholders Meeting of the Company held on May 14, 2019, stockholders approved an amendment to the 2018 Plan whereby the Company increased the number of common stock shares available by 1,200,000 to a total of 3,900,000 under the 2018 Plan, as amended. Prior to the adoption of the 2018 Plan, the Company had maintained the Celsion Corporation 2007 Stock Incentive Plan (the “2007 Plan”).

The 2007 Plan permitted the granting of 688,531 shares of Celsion common stock as equity awards in the form of incentive stock options, nonqualified stock options, restricted stock, restricted stock units, stock appreciation rights, phantom stock, performance awards, or in any combination of the foregoing. The 2018 Plan replaced the 2007 Plan although the 2007 Plan remains in effect for awards previously granted under the 2007 Plan. Under the terms of the 2018 Plan, any shares subject to an award under the 2007 Plan which are not delivered because of the expiration, forfeiture, termination or cash settlement of the award will become available for grant under the 2018 Plan.

The Company has issued stock awards to employees and directors in the form of stock options and restricted stock. Options are generally granted with strike prices equal to the fair market value of a share of Celsion common stock on the date of grant. Incentive stock options may be granted to purchase shares of common stock at a price not less than 100% of the fair market value of the underlying shares on the date of grant, provided that the exercise price of any incentive stock option granted to an eligible employee owning more than 10% of the outstanding stock of Celsion must be at least 110% of such fair market value on the date of grant. Only officers and key employees may receive incentive stock options.

Option and restricted stock awards vest upon terms determined by the Compensation Committee of the Board of Directors and are subject to accelerated vesting in the event of a change of control or certain terminations of employment. The Company issues new shares to satisfy its obligations from the exercise of options or the grant of restricted stock awards.

On February 19, 2019, the Compensation Committee of the Board of Directors approved the grant of (i) inducement stock options (the “Inducement Option Grants”) to purchase a total of 140,004 shares of Celsion common stock, and (ii) inducement restricted stock awards (the “Inducement Stock Grants”) totaling 13,000 shares of Celsion common stock to two new employees collectively. Each award has a grant date of the date of grant. Each Inducement Option Grant has an exercise price per share equal to $2.18 which represents the closing price of Celsion’s common stock as reported by Nasdaq on the date of grant. Each Inducement Option Grant will vest over three years, with one-third vesting on the one-year anniversary of the employee’s first day of employment with the Company and one-third vesting on the second and third anniversaries thereafter, subject to the new employee’s continued service relationship with the Company on each such date. Each Inducement Option Grant has a ten-year term and is subject to the terms and conditions of the applicable stock option agreement. Each Inducement Stock Grant will vest on the one-year anniversary of the employee’s first day of employment with the Company and are subject to the new employee’s continued service relationship with the Company through such date and is subject to the terms and conditions of the applicable restricted stock agreement.

As of March 31, 2020, there was a total of 4,151,038 shares of Celsion common stock reserved for issuance under the 2018 Plan which were comprised of 4,146,886 shares of Celsion common stock subject to equity awards previously granted under the 2018 Plan and 2007 Plan and 4,152 shares of Celsion common stock available for future issuance under the 2018 Plan. As of March 31, 2020, there was a total of 210,006 of Celsion common stock subject to outstanding inducement awards.

Total compensation cost related to stock options and restricted stock awards amounted to $451,965 and $691,145 for the three-month periods ended March 31, 2020 and 2019, respectively. Of these amounts, $177,936 and $240,387 was charged to research and development during the three-month periods ended March 31, 2020 and 2019, respectively, and $274,029 and $450,758 was charged to general and administrative expenses during the three-month periods ended March 31, 2020 and 2019, respectively.

As of March 31, 2020, there was $1.2 million of total unrecognized compensation cost related to non-vested stock-based compensation arrangements. That cost is expected to be recognized over a weighted-average period of 0.9 years. The weighted average grant date fair values of the stock options granted was $1.01 and $1.90 during the three-month periods ended March 31, 2020 and 2019, respectively. In connection with the Company’s annual 2019 bonus program, the Company issued 429,855 shares of common stock from the 2018 Stock Incentive Plan in lieu of paying cash for 50% of the annual bonus awards. These amounts were fully accrued for in 2019.

A summary of stock option awards and restricted stock grants for the three-months ended March 31, 2020 is presented below:

	Stock Options					Restricted Stock Awards					Weighted Average
	Options Outstanding			Weighted Average Exercise Price		Non-vested Restricted Stock Outstanding			Weighted Average Grant Date Fair Value		Contractual Terms of Equity Awards (in years)
Equity awards outstanding at January 1, 2020		4,332,142		$	2.63		8,750		$	1.59

Equity awards granted		36,000		$	1.16		429,855		$	1.16

Vested and issued		-		$	-		(429,855	)	$	1.16

Equity awards forfeited, cancelled or expired		(20,000	)	$	2.27		-		$	-

Equity awards outstanding at March 31, 2020		4,348,142		$	2.62		8,750		$	1.59		8.2

Aggregate intrinsic value of outstanding equity awards at March 31, 2020	$	-				$	7,875

Equity awards exercisable at March 31, 2020		2,591,536		$	2.93							8.4

Aggregate intrinsic value of equity awards exercisable at March 31, 2020	$	-

The fair values of stock options granted were estimated at the date of grant using the Black-Scholes option pricing model. The Black-Scholes model was originally developed for use in estimating the fair value of traded options, which have different characteristics from Celsion’s stock options. The model is also sensitive to changes in assumptions, which can materially affect the fair value estimate. The Company used the following assumptions for determining the fair value of options granted under the Black-Scholes option pricing model:

	Three Months Ended March 31,
	2020			2019
Risk-free interest rate		1.33	%		2.65	%
Expected volatility		102.7	%		101.3 -106.2	%
Expected life (in years)		8.5			7.5 - 9.3
Expected dividend yield		-	%		-	%

Expected volatilities utilized in the model are based on historical volatility of the Company’s stock price. The risk-free interest rate is derived from values assigned to U.S. Treasury bonds with terms that approximate the expected option lives in effect at the time of grant.

Earn-out Milestone Liability

3 Months Ended

Mar. 31, 2020

Hercules Warrant [Member]

Earn-out Milestone Liability

Note 13. Earn-out Milestone Liability

As of March 31, 2020, and December 31, 2019, the Company fair valued the earn-out milestone liability at $5.8 million and $5.7 million, respectively and recognized a non-cash charge of $0.1 million for the three-months ended March 31, 2020. In assessing the earnout milestone liability at March 31, 2020, the Company fair valued each of the two payment options per the Amended Asset Purchase Agreement and weighted them at 80% and 20% probability for the $7.0 million and the $12.4 million payments, respectively.

As of March 31, 2019, and December 31, 2018, the Company fair valued the earn-out milestone liability at $5.8 million and $8.9 million, respectively and recognized a non-cash benefit of $3.1 million during the three months ended March 31, 2019. In assessing the earnout milestone liability at March 31, 2019, the Company fair valued each of the two payment options per the Amended Asset Purchase Agreement and weighted them at 80% and 20% probability for the $7.0 million and the $12.4 million payments, respectively.

The following is a summary of the changes in the earn-out milestone liability for the three-month period ended March 31, 2020:

Balance at January 1, 2020	$	(5,717,709	)
Non-cash loss from the change in fair value		(41,274	)
Balance at March 31, 2020	$	(5,758,983	)

The following is a schedule of the Company’s risk-adjustment assessment of each milestone:

Date	Risk-adjustment Assessment of achieving each Milestone			Discount Rate			Estimated Time to Achieve

March 31, 2020		80	%		9	%	1.04 to 2.04 years
December 31, 2019		80	%		9	%	1.12 to 2.12 years

March 31, 2019		80	%		9	%	1.00 to 2.00 years
December 31, 2018		80	%		9	%	1.25 years

Warrants

3 Months Ended

Mar. 31, 2020

Warrants and Rights Note Disclosure [Abstract]

Warrants

Note 14. Warrants

Common Stock Warrants

Following is a summary of all warrant activity for the three months ended March 31, 2020:

Warrants	Number of Warrants Issued		Weighted Average Exercise Price

Warrants outstanding at December 31, 2019		626,098	$	1.87
Warrants issued during the three months ended March 31, 2020 (see Note 11)		3,200,000	$	1.24

Warrants outstanding at March 31, 2020		3,826,098	$	1.34

Aggregate intrinsic value of outstanding warrants at March 31, 2020	$	178,000

Schedule of weighted average remaining contractual terms at March 31, 2020	Number of Warrants Issued		Weighted Average Exercise Price		Weighted Average Contractual Terms Remaining

Warrants provided to EGWU, Inc (Note 13)		200,000	$	0.01	No expiration

All other warrants outstanding		3,626,098	$	1.42	5.3 years

Leases

3 Months Ended

Mar. 31, 2020

Leases [Abstract]

Leases

Note 15. Leases

In 2011, the Company executed a lease (the “Lease”) with Brandywine Operating Partnership, L.P. (Brandywine), a Delaware limited partnership for a 10,870 square foot premises located in Lawrenceville, New Jersey and relocated its offices to Lawrenceville, New Jersey from Columbia, Maryland. The Lease had an initial term of 66 months. In late 2015, Lenox Drive Office Park LLC, purchased the real estate and office building and assumed the Lease. This Lease was set to expire on April 30, 2017. In April 2017, the Company and the landlord amended the Lease effective May 1, 2017. The 1^st Lease Amendment extended the term of the agreement for an additional 64 months, reduced the premises to 7,565 square feet, reduced the monthly rent and provided four months free rent. The monthly rent ranged from approximately $18,900 in the first year to approximately $20,500 in the final year of the 1^st Lease Amendment. The Company also had a one-time option to cancel the lease as of the 40th month after the commencement date of the 1^st Lease Amendment and must provide the landlord notice by the 28^th month of the lease. Effective January 9, 2019, the Company amended the current terms of the 1^st Lease Amendment to increase the size of the premises by 2,285 square feet to 9,850 square feet and also extended the lease term by one year to September 1, 2023. In conjunction with this 2^nd Lease Amendment, we agreed to modify our one-time option to cancel the lease as of the end of August 2021 and we must provide notice to the landlord by the end of August 2020. The monthly rent will range from approximately $25,035 in the first year to approximately $27,088 in the final year of the 2^nd Lease Amendment.

In connection with the EGEN Asset Purchase Agreement in June 2014, the Company assumed the existing lease with another landlord for an 11,500 square foot premises located in Huntsville Alabama. In January 2018, the Company and the Huntsville landlord entered into a new 60-month lease which reduced the premises to 9,049 square feet with rent payments of approximately $18,100 per month.

We adopted ASC Topic 842 on January 1, 2019 using the modified retrospective transition method for all lease arrangements at the beginning of the period of adoption. Results for reporting periods beginning January 1, 2019 are presented under ASC 842, while prior period amounts were not adjusted and continue to be reported in accordance with our historic accounting under Topic 840, Leases. The standard had a material impact on our Condensed Consolidated Balance Sheet but had no impact on our condensed consolidated net earnings and cash flows. The most significant impact of adopting ASC Topic 842 was the recognition of the right-of-use (ROU) asset and lease liabilities for operating leases, which are presented in the following three-line items on the Consolidated Condensed Balance Sheet: (i) operating lease right-of-use asset; (ii) current operating lease liabilities; and (iii) operating lease liabilities. Therefore, on date of adoption of ASC Topic 842, the Company recognized a ROU asset of $1.4 million, operating lease liabilities, current and non-current collectively, of $1.5 million and reduced other liabilities by approximately $0.1 million. We elected the package of practical expedients for leases that commenced before the effective date of ASC Topic 842 whereby we elected to not reassess the following: (i) whether any expired or existing contracts contain leases; (ii) the lease classification for any expired or existing leases; and (iii) initial direct costs for any existing leases. In addition, we have lease agreements with lease and non-lease components, and we have elected the practical expedient for all underlying asset classes and account for them as a single lease component. We have no finance leases. We determine if an arrangement is a lease at inception. We have operating leases for office space and research and development facilities. Neither of our leases include options to renew, however, one contains an option for early termination. We considered the option of early termination in measurement of right-of-use assets and lease liabilities and we determined it is not reasonably certain to be terminated. In connection with the 2^nd Lease Amendment for the New Jersey office lease in January 2019, the Company considered this as one modified lease and not as two separate leases. Therefore, in January 2019, the Company determined this lease was an operating lease and remeasured the ROU asset and lease liability. Therefore, the Company increased the ROU asset and operating lease liabilities by $0.4 million to $1.8 million and $1.9 million, respectively.

Following is a table of the lease payments and maturity of our operating lease liabilities as of March 31, 2020:

	For the year ending December 31,
Remainder of 2020	$	395,178
2021		530,734
2022		535,579
2023		233,117
2024 and thereafter		-
Subtotal future lease payments		1,694,608
Less imputed interest		(255,694	)
Total lease liabilities	$	1,438,914

Weighted average remaining life		3.2 years

Weighted average discount rate		9.98	%

For the three-month period ending March 31, 2020, operating lease expense was $130,595 and cash paid for operating leases included in operating cash flows was $130,631. For the three-month period ending March 31, 2019, operating lease expense was $130,595 and cash paid for operating leases included in operating cash flows was $106,000.

Technology Development and Licensing Agreements

3 Months Ended

Mar. 31, 2020

Technology Development And Licensing Agreements

Technology Development and Licensing Agreements

Note 16. Technology Development and Licensing Agreements

On May 7, 2012, the Company entered into a long-term commercial supply agreement with Zhejiang Hisun Pharmaceutical Co. Ltd. (Hisun) for the production of ThermoDox^® in the China territory. In accordance with the terms of the agreement, Hisun will be responsible for providing all of the technical and regulatory support services, including the costs of all technical transfer, registration and bioequivalence studies, technical transfer costs, Celsion consultative support costs and the purchase of any necessary equipment and additional facility costs necessary to support capacity requirements for the manufacture of ThermoDox^®. Celsion will repay Hisun for the aggregate amount of these development costs and fees commencing on the successful completion of three registration batches of ThermoDox^®. Hisun is also obligated to certain performance requirements under the agreement. The agreement will initially be limited to a percentage of the production requirements of ThermoDox^® in the China territory with Hisun retaining an option for additional global supply after local regulatory approval in the China territory. In addition, Hisun will collaborate with Celsion around the regulatory approval activities for ThermoDox^®with the China State Food and Drug Administration (CHINA FDA). During the first quarter of 2015, Hisun completed the successful manufacture of three registration batches of ThermoDox^®.

On January 18, 2013, we entered into a technology development contract with Hisun, pursuant to which Hisun paid us a non-refundable research and development fee of $5 million to support our development of ThermoDox^® in mainland China, Hong Kong and Macau (the China territory). Following our announcement on January 31, 2013 that the HEAT study failed to meet its primary endpoint, Celsion and Hisun have agreed that the Technology Development Contract entered into on January 18, 2013 will remain in effect while the parties continue to collaborate and are evaluating the next steps in relation to ThermoDox^® , which include the sub-group analysis of patients in the Phase III HEAT Study for the hepatocellular carcinoma clinical indication and other activities to further the development of ThermoDox^® for the Greater China market. The $5.0 million received as a non-refundable payment from Hisun in the first quarter 2013 has been recorded to deferred revenue and will continue to be amortized over the 10 -year term of the agreement, until such time as the parties find a mutually acceptable path forward on the development of ThermoDox^® based on findings of the ongoing post-study analysis of the HEAT Study data.

On July 19, 2013, the Company and Hisun entered into a Memorandum of Understanding to pursue ongoing cooperation for the continued clinical development of ThermoDox ^® as well as the technology transfer relating to the commercial manufacture of ThermoDox^® for the China territory. This expanded level of cooperation includes development of the next generation liposomal formulation with the goal of creating safer, more efficacious versions of marketed cancer chemotherapeutics.

Among the key provisions of the Celsion-Hisun Memorandum of Understanding are:

●	Hisun will provide the Company with internal resources necessary to complete the technology transfer of the Company’s proprietary manufacturing process and the production of registration batches for the China territory;

●	Hisun will coordinate with the Company around the clinical and regulatory approval activities for ThermoDox^® as well as other liposomal formations with the CHINA FDA; and

●	Hisun will be granted a right of first offer for a commercial license to ThermoDox^® for the sale and distribution of ThermoDox^®in the China territory.

On August 8, 2016, we signed a Technology Transfer, Manufacturing and Commercial Supply Agreement (“GEN-1 Agreement”) with Hisun to pursue an expanded partnership for the technology transfer relating to the clinical and commercial manufacture and supply of GEN- 1, Celsion’s proprietary gene mediated, IL- 12 immunotherapy, for the greater China territory, with the option to expand into other countries in the rest of the world after all necessary regulatory approvals are in effect. The GEN- 1 Agreement will help to support supply for both ongoing and planned clinical studies in the U.S., and for potential future studies of GEN- 1 in China. GEN- 1 is currently being evaluated by Celsion in first line ovarian cancer patients.

Key provisions of the GEN-1 Agreement are as follows:

●	the GEN-1 Agreement has targeted unit costs for clinical supplies of GEN-1 that are substantially competitive with the Company’s current suppliers;

●	once approved, the cost structure for GEN-1 will support rapid market adoption and significant gross margins across global markets;

●	Celsion will provide Hisun a certain percentage of China’s commercial unit demand, and separately of global commercial unit demand, subject to regulatory approval;

●	Hisun and Celsion will commence technology transfer activities relating to the manufacture of GEN-1, including all studies required by CHINA FDA for site approval; and

●	Hisun will collaborate with Celsion around the regulatory approval activities for GEN-1 with the CHINA FDA. A local China partner affords Celsion access to accelerated CHINA FDA review and potential regulatory exclusivity for the approved indication.

The Company evaluated the Hisun arrangement in accordance with ASC 606 and determined that its performance obligations under the agreement include the non-exclusive, royalty-free license, research and development services to be provided by the Company, and its obligation to serve on a joint committee. The Company concluded that the license was not distinct since its value is closely tied to the ongoing research and development activities. As such, the license and the research and development services are bundled as a single performance obligation. Since the provision of the license and research and development services are considered a single performance obligation, the $5,000,000 upfront payment is being recognized as revenue ratably through 2022.

Commitments and Contingencies

3 Months Ended

Mar. 31, 2020

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 17. Commitments and Contingencies

On September 20, 2019, a purported stockholder of the Company filed a derivative and putative class action lawsuit against the Company and certain officers and directors (the “Shareholder Action”). The Shareholder Action alleges breaches of fiduciary duty in connection with the shareholder approval process associated with the 2018 Stock Incentive Plan. The matter is in the early stages and the ultimate outcome of this matter is not currently determinable at this time.

Subsequent Events

3 Months Ended

Mar. 31, 2020

Subsequent Events [Abstract]

Subsequent Events

Note 18. Subsequent Events

As more fully discussed in Note 3, the Company completed the sale of its State of New Jersey net operating loss and received the $1.8 million in proceeds from the sale in April 2020.

On April 23, 2020, we filed a Current Report on Form 8-K announcing we entered into a loan agreement with Silicon Valley Bank (the “PPP Loan”), pursuant to the Paycheck Protection Program of the Coronavirus Aid, Relief, and Economic Security Act. We thereafter received proceeds of $632,220 under the PPP Loan. The PPP Loan application required Celsion to certify that there was economic uncertainty surrounding the Company and that, as such, the PPP Loan was necessary to support our ongoing operations. Celsion made this certification in good faith after analyzing, among other things, its financial situation and access to alternative forms of capital, and believes that the Company satisfied all eligibility criteria for the PPP Loan, and that our receipt of the PPP Loan proceeds was consistent with the broad objectives of the PPP of the CARES Act. The certification given with respect to the PPP Loan does not contain any objective criteria and is subject to interpretation. In light of subsequent guidance issued by the U.S. Small Business Administration in consultation with the U.S. Department of the Treasury, out of an abundance of caution we returned the proceeds of the PPP Loan in full on May 13, 2020. Celsion may choose to reapply for the loan if the SBA provides future applicable guidance.

As disclosed in Note 10, the Company and Horizon agreed to defer the first two principal payments totaling a $833,333 due in August and September 2020.

Investments in Debt Securities Available For Sale (Tables)

3 Months Ended

Mar. 31, 2020

Short-term Investments [Abstract]

Schedule of Cost, Fair Value and Maturities of Short Term Investments

A summary of the cost, fair value and maturities of the Company’s short-term investments is as follows:

	March 31, 2020				December 31, 2019
	Cost		Fair Value		Cost		Fair Value
Short-term investments
Investments in debt securities	$	9,883,642	$	9,887,455	$	7,943,108	$	7,985,886
Total	$	9,883,642	$	9,887,455	$	7,943,108	$	7,985,886

	March 31, 2020				December 31, 2019
	Cost		Fair Value		Cost		Fair Value
Short-term investment maturities
Within 3 months	$	5,592,801	$	5,592,490	$	7,943,108	$	7,985,886
Between 3-12 months		4,290,841		4,294,965		-		-
Total	$	9,883,642	$	9,887,455	$	7,943,108	$	7,985,886

Summary of Investment Securities Gross Unrealized Gains (Losses)

The Company has reviewed individual securities to determine whether a decline in fair value below the amortizable cost basis is other than temporary.

	March 31, 2020					December 31, 2019
Available for sale securities (all unrealized holding gains and losses are less than 12 months at date of measurement)	Fair Value		Unrealized Holding Gains (Losses)			Fair Value		Unrealized Holding Gains (Losses)

Investments in debt securities with unrealized gains	$	6,591,505	$	10,323		$	7,985,886	$	42,778
Investments in debt securities with unrealized losses		3,295,950		(6,510	)		-		-
Total	$	9,887,455	$	3,813		$	7,985,886	$	42,778

Summary of Net Realized Losses On Sales of Available for Sale Securities and Investment Income Interest and Dividends

Investment income, which includes net realized gains on sales of available for sale securities and investment income interest and dividends, is summarized as follows:

	Three Months Ended March 31,
	2020		2019
Interest and dividends accrued and paid	$	45,077	$	104,410
Realized gains		43,232		9,381
Investment income, net	$	88,309	$	113,791

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2020

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

Assets and liabilities measured at fair value are summarized below:

	Total Fair Value		Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:

Recurring items as of March 31, 2020
Corporate debt securities, available for sale	$	9,887,455	$	─	$	9,887,455	$	─

Recurring items as of December 31, 2019
Corporate debt securities, available for sale	$	7,985,886	$	─	$	7,985,886	$	─

Liabilities:

Recurring items as of March 31, 2020
Earn-out milestone liability (Note 13)	$	5,758,983	$	─	$	─	$	5,758,983

Recurring items as of December 31, 2019
Earn-out milestone liability (Note 13)	$	5,717,709	$	─	$	─	$	5,717,709

Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2020

Intangible Assets, Net (Including Goodwill) [Abstract]

Schedule of Future Amortization Amounts During the Remaining Life

Following is a schedule of future amortization amounts during the remaining life of the Covenant Not to Compete.

	Year Ended March 31,
2020	$	227,318
2021		56,829
2022 and thereafter		-
Total	$	284,147

Schedule of Fair Value of Assets Acquired

Following is a summary of the net fair value of the assets acquired in the EGEN asset acquisition for the three-month period ended March 31, 2020:

	IPR&D		Goodwill		Covenant Not To Compete
For the three-months ended March 31, 2020
Balance at January 1, 2020, net	$	15,736,491	$	1,976,101	$	340,976
Amortization		-		-		(56,829	)
Balance at March 31, 2020, net	$	15,736,491	$	1,976,101	$	284,147

Accrued Liabilities (Tables)

3 Months Ended

Mar. 31, 2019

Payables and Accruals [Abstract]

Schedule of Accrued Liabilities

Other accrued liabilities at March 31, 2020 and December 31, 2019 include the following:

	March 31, 2020		December 31, 2019

Amounts due to contract research organizations and other contractual agreements	$	305,000	$	475,440
Accrued payroll and related benefits		924,659		1,604,541
Accrued professional fees		150,000		204,155
Other		19,411		19,411
Total	$	1,399,070	$	2,303,547

Note Payable (Tables)

3 Months Ended

Mar. 31, 2020

Debt Disclosure [Abstract]

Schedule of Future Principle Payments, Net of Unamortized Debt Discounts

Following is a schedule of future principal payments, net of unamortized debt discounts and amortized end of term charges, due on the Horizon Credit Agreement:

	As of March 31,
2020	$	2,500,000
2021		4,583,333
2022		2,916,667
2023 and thereafter		-
Subtotal of future principle payments		10,000,000
Unamortized debt issuance costs, net		(100,257	)
Total	$	9,899,743

Stock-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2020

Share-based Payment Arrangement [Abstract]

Summary of Stock Option and Restricted Stock Awards

A summary of stock option awards and restricted stock grants for the three-months ended March 31, 2020 is presented below:

	Stock Options					Restricted Stock Awards					Weighted Average
	Options Outstanding			Weighted Average Exercise Price		Non-vested Restricted Stock Outstanding			Weighted Average Grant Date Fair Value		Contractual Terms of Equity Awards (in years)
Equity awards outstanding at January 1, 2020		4,332,142		$	2.63		8,750		$	1.59

Equity awards granted		36,000		$	1.16		429,855		$	1.16

Vested and issued		-		$	-		(429,855	)	$	1.16

Equity awards forfeited, cancelled or expired		(20,000	)	$	2.27		-		$	-

Equity awards outstanding at March 31, 2020		4,348,142		$	2.62		8,750		$	1.59		8.2

Aggregate intrinsic value of outstanding equity awards at March 31, 2020	$	-				$	7,875

Equity awards exercisable at March 31, 2020		2,591,536		$	2.93							8.4

Aggregate intrinsic value of equity awards exercisable at March 31, 2020	$	-

Schedule of Assumptions Used to Determine Fair Value of Options Granted

The Company used the following assumptions for determining the fair value of options granted under the Black-Scholes option pricing model:

	Three Months Ended March 31,
	2020			2019
Risk-free interest rate		1.33	%		2.65	%
Expected volatility		102.7	%		101.3 -106.2	%
Expected life (in years)		8.5			7.5 - 9.3
Expected dividend yield		-	%		-	%

Earn-out Milestone Liability (Tables)

3 Months Ended

Mar. 31, 2020

Hercules Warrant [Member]

Schedule of Changes in Earn-out Milestone Liability

The following is a summary of the changes in the earn-out milestone liability for the three-month period ended March 31, 2020:

Balance at January 1, 2020	$	(5,717,709	)
Non-cash loss from the change in fair value		(41,274	)
Balance at March 31, 2020	$	(5,758,983	)

Schedule of Risk Adjustment Assessment

The following is a schedule of the Company’s risk-adjustment assessment of each milestone:

Date	Risk-adjustment Assessment of achieving each Milestone			Discount Rate			Estimated Time to Achieve

March 31, 2020		80	%		9	%	1.04 to 2.04 years
December 31, 2019		80	%		9	%	1.12 to 2.12 years

March 31, 2019		80	%		9	%	1.00 to 2.00 years
December 31, 2018		80	%		9	%	1.25 years

Warrants (Tables)

3 Months Ended

Mar. 31, 2020

Warrants and Rights Note Disclosure [Abstract]

Summary of Warrant Activity

Following is a summary of all warrant activity for the three months ended March 31, 2020:

Warrants	Number of Warrants Issued		Weighted Average Exercise Price

Warrants outstanding at December 31, 2019		626,098	$	1.87
Warrants issued during the three months ended March 31, 2020 (see Note 11)		3,200,000	$	1.24

Warrants outstanding at March 31, 2020		3,826,098	$	1.34

Aggregate intrinsic value of outstanding warrants at March 31, 2020	$	178,000

Schedule of Weighted Average Remaining Contractual Terms

Schedule of weighted average remaining contractual terms at March 31, 2020	Number of Warrants Issued		Weighted Average Exercise Price		Weighted Average Contractual Terms Remaining

Warrants provided to EGWU, Inc (Note 13)		200,000	$	0.01	No expiration

All other warrants outstanding		3,626,098	$	1.42	5.3 years

Leases (Tables)

3 Months Ended

Mar. 31, 2020

Leases [Abstract]

Schedule of Lease Payments and Maturity of Our Operating Lease Liabilities

Following is a table of the lease payments and maturity of our operating lease liabilities as of March 31, 2020:

	For the year ending December 31,
Remainder of 2020	$	395,178
2021		530,734
2022		535,579
2023		233,117
2024 and thereafter		-
Subtotal future lease payments		1,694,608
Less imputed interest		(255,694	)
Total lease liabilities	$	1,438,914

Weighted average remaining life		3.2 years

Weighted average discount rate		9.98	%

Financial Condition and Business Plan (Details Narrative) - USD ($)		1 Months Ended		12 Months Ended
	May 13, 2020	Apr. 30, 2020	Jun. 30, 2018	Dec. 31, 2019	Dec. 31, 2018	Mar. 31, 2020
Cumulated net losses				$ (290,516,780)		$ (295,573,658)
Cash, investment securities and interest receivable						$ 17,500,000
Horizon Credit Agreement [Member] \| Horizon Technology Finance Corporation [Member]
Proceeds from new capital			$ 10,000,000
Horizon Credit Agreement [Member] \| Horizon Technology Finance Corporation [Member] \| London Interbank Offered Rate (LIBOR) [Member]
Debt instrument, interest rate			7.625%
Subsequent Event [Member]
Net proceeds from sale of net operating losses		$ 1,800,000
Subsequent Event [Member] \| Horizon Credit Agreement [Member] \| Horizon Technology Finance Corporation [Member] \| August and September 2020 [Member]
Payments to capital liabilities	$ 833,333
New Jersey [Member]
Tax benefits of EDA				1,900,000	$ 10,400,000
Net proceeds from sale of net operating losses				1,800,000	$ 11,100,000
Future tax benefits				$ 2,000,000

Net Loss Per Common Share (Details Narrative) - $ / shares	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Earnings Per Share [Abstract]
Number of shares of common stock issuable upon exercise of warrants and equity awards	7,982,990	5,412,554
Warrants exercise price	$ 0.01
Number of shares of common stock issued in calculation basic loss per share	200,000

Investments in Debt Securities Available for Sale (Details Narrative) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Short-term investments - Fair Value	$ 9,887,455	$ 7,985,886
Corporate Debt Securities [Member]
Short-term investments - Fair Value	9,887,455	7,985,886
Short-term Investments [Member] \| Corporate Debt Securities [Member]
Short-term investments - Fair Value	$ 9,887,455	$ 7,985,886

Investments in Debt Securities Available for Sale - Schedule of Cost, Fair Value and Maturities of Short Term Investments (Details) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Short-term investments - Cost	$ 9,883,642	$ 7,943,108
Short-term investments - Fair Value	9,887,455	7,985,886
Short-term investment maturities - Within 3 months, cost	5,592,801	7,943,108
Short-term investment maturities - Between 3-12 months, cost	4,290,841
Total, cost	9,883,642	7,943,108
Short-term investment maturities - Within 3 months, fair value	5,592,490	7,985,886
Short-term investment maturities - Between 3-12 months, fair value	4,294,965
Total, fair value	9,887,455	7,985,886
Corporate Debt Securities [Member]
Short-term investments - Cost	9,883,642	7,943,108
Short-term investments - Fair Value	$ 9,887,455	$ 7,985,886

Investments in Debt Securities Available for Sale - Summary of Investment Securities Gross Unrealized Gains (Losses) (Details) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Fair Value Disclosures [Abstract]
Investments in debt securities with unrealized gains, Less than 12 months , Fair Value	$ 6,591,505	$ 7,985,886
Investments in debt securities with unrealized losses, Less than 12 months, Fair Value	3,295,950
Investment securities - available for sale, Fair Value	9,887,455	7,985,886
Investments in debt securities with unrealized gains, Less than 12 months, Unrealized Holding Gains (Losses)	10,323	42,778
Investments in debt securities with unrealized losses, Less than 12 months, Unrealized Holding Gains (Losses)	(6,510)
Unrealized Holding Gains (Losses)	$ 3,813	$ 42,778

Investments in Debt Securities Available for Sale - Summary of Net Realized Losses On Sales of Available for Sale Securities and Investment Income Interest and Dividends (Details) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Fair Value Disclosures [Abstract]
Interest and dividends accrued and paid	$ 45,077	$ 104,410
Realized gains	43,232	9,381
Investment income, net	$ 88,309	$ 113,791

Fair Value Measurements - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Investment securities, available for sale	$ 9,887,455	$ 7,985,886
Earn-out milestone liability	5,758,983	5,717,709
Corporate Debt Securities [Member]
Investment securities, available for sale	9,887,455	7,985,886
Fair Value, Measurements, Recurring [Member]
Earn-out milestone liability	5,758,983	5,717,709
Fair Value, Measurements, Recurring [Member] \| Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1) [Member]
Earn-out milestone liability
Fair Value, Measurements, Recurring [Member] \| Significant Other Observable Inputs (Level 2) [Member]
Earn-out milestone liability
Fair Value, Measurements, Recurring [Member] \| Significant Unobservable Inputs (Level 3) [Member]
Earn-out milestone liability	5,758,983	5,717,709
Fair Value, Measurements, Recurring [Member] \| Corporate Debt Securities [Member]
Investment securities, available for sale	9,887,455	7,985,886
Fair Value, Measurements, Recurring [Member] \| Corporate Debt Securities [Member] \| Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1) [Member]
Investment securities, available for sale
Fair Value, Measurements, Recurring [Member] \| Corporate Debt Securities [Member] \| Significant Other Observable Inputs (Level 2) [Member]
Investment securities, available for sale	9,887,455	7,985,886
Fair Value, Measurements, Recurring [Member] \| Corporate Debt Securities [Member] \| Significant Unobservable Inputs (Level 3) [Member]
Investment securities, available for sale

Intangible Assets (Details Narrative) - USD ($)		3 Months Ended		12 Months Ended
Intangible Assets (Details Narrative) - USD ($)	Dec. 31, 2016	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019	Dec. 31, 2018
Finite-lived intangible assets, net		$ 284,147		$ 340,976
2018 Aspire Purchase Agreements [Member]
Finite-lived intangible assets, net				340,976
Finite-lived intangible assets, accumulated amortization				1,250,238
IPR&D Drug Technology Platforms [Member]
Asset impairment charges, total
IPR&D Drug Technology Platforms [Member] \| Ovarian Cancer [Member]
Asset impairment charges, total	$ 13,300,000
EGEN Inc [Member]
Goodwill, acquisition		2,000,000
EGEN Inc [Member] \| Purchase Agreement [Member]
Finite-lived intangible assets, net		284,147
Finite-lived intangible assets acquired		$ 1,600,000
Finite-lived intangible asset, useful life		7 years
Amortization expense		$ 56,829	$ 56,829
Finite-lived intangible assets, accumulated amortization		1,307,067
EGEN Inc [Member] \| Glioblastoma Multiforme Brain Cancer [Member]
Asset impairment charges, total		2,400,000		$ 7,000,000	$ 9,400,000
EGEN Inc [Member] \| RNA Delivery System [Member]
Asset impairment charges, total		1,500,000
EGEN Inc [Member] \| IPR&D Drug Technology Platforms [Member]
Indefinite lived intangible assets		$ 24,200,000

Intangible Assets - Schedule of Future Amortization Amounts During the Remaining Life (Details) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Total	$ 284,147	$ 340,976
Noncompete Agreements [Member]
2020	227,318
2021	56,829
2022 and thereafter
Total	$ 284,147	$ 340,976

Intangible Assets - Schedule of Fair Value of Assets Acquired (Details)	3 Months Ended
	Mar. 31, 2020 USD ($)
Intangible assets, beginning balance	$ 340,976
Intangible assets, ending balance	284,147
Noncompete Agreements [Member]
Intangible assets, beginning balance	340,976
Amortization	(56,829)
Intangible assets, ending balance	284,147
IPR&D [Member]
Intangible assets, beginning balance	15,736,491
Amortization
Intangible assets, ending balance	15,736,491
Goodwill [Member]
Intangible assets, beginning balance	1,976,101
Amortization
Intangible assets, ending balance	$ 1,976,101

Accrued Liabilities - Schedule of Accrued Liabilities (Details) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Payables and Accruals [Abstract]
Amounts due to contract research organizations and other contractual agreements	$ 305,000	$ 475,440
Accrued payroll and related benefits	924,659	1,604,541
Accrued professional fees	150,000	204,155
Other	19,411	19,411
Total	$ 1,399,070	$ 2,303,547

Note Payable (Details Narrative) - USD ($)			3 Months Ended
Note Payable (Details Narrative) - USD ($)	May 13, 2020	Jun. 27, 2018	Mar. 31, 2020	Mar. 31, 2019
Horizon Credit Agreement [Member]
Interest expense, debt, total			$ 243,299	$ 253,289
Amortization of debt issuance costs			$ 96,066	$ 97,458
Horizon Credit Agreement [Member]
Line of credit facility, maximum borrowing capacity		$ 10,000,000
Proceeds from lines of credit, total		$ 10,000,000
Horizon Credit Agreement [Member] \| Subsequent Event [Member] \| Horizon Technology Finance Corporation [Member] \| August and September 2020 [Member]
Payments to capital liabilities	$ 833,333

Note Payable - Schedule of Future Principle Payments, Net of Unamortized Debt Discounts (Details)	Mar. 31, 2020 USD ($)
Debt Disclosure [Abstract]
2020	$ 2,500,000
2021	4,583,333
2022	2,916,667
2023 and thereafter
Subtotal of future principle payments	10,000,000
Unamortized debt issuance costs, net	(100,257)
Total	$ 9,899,743

Stockholders' Equity (Details Narrative) - USD ($)				1 Months Ended	2 Months Ended	3 Months Ended		12 Months Ended
Stockholders' Equity (Details Narrative) - USD ($)	Feb. 27, 2020	Oct. 28, 2019	Dec. 04, 2018	Sep. 30, 2018	Mar. 05, 2020	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019	Mar. 12, 2020
Shelf registration statement amount				$ 75,000,000
Proceeds from issuance of common stock						$ 5,794,747	$ 1,754,885
Warrants exercise price						$ 0.01
2019 Aspire Purchase Agreements [Member]
Aggregate offering price, additions		$ 10,000,000
Aggregate offering price, term		24 months
Stock issued during period, shares, new issues					1,000,000			500,000
Proceeds from issuance of common stock					$ 1,600,000			$ 700,000
Capital on DemandTM Sales Agreement [Member]
Aggregate offering price			$ 16,000,000
Capital on Demand Agreement [Member]
Stock issued during period, shares, new issues								500,000
Proceeds from issuance of common stock								$ 1,000,000
Aggregate value available for issuance						$ 15,000,000
Securities Purchase Agreement [Member]
Stock issued during period, shares, new issues	4,571,428
Proceeds from issuance of common stock	$ 4,800,000
Shares issued, price per share	$ 1.05
Securities Purchase Agreement [Member] \| Original Warrants [Member]
Number of warrants to purchase common stock	2,971,428
Warrants term	5 years
Warrants exercise price	$ 1.15
Private Exchange Agreements [Member] \| Warrant [Member]
Number of warrants to purchase common stock									3,200,000
Warrants term									5 years
Warrants exercise price									$ 1.24

Stock-Based Compensation (Details Narrative) - USD ($)		3 Months Ended
Stock-Based Compensation (Details Narrative) - USD ($)	Feb. 19, 2019	Mar. 31, 2020	Mar. 31, 2019
Non-Vested Stock-Based Compensation Arrangements [Member]
Inducement option grant, exercise price per share		$ 1.01	$ 1.90
Unrecognized compensation cost related to non-vested stock based compensation		$ 1,200,000
Stock based compensation cost expected to be recognized, weighted average period		10 months 25 days
Equity Stock Awards [Member] \| Granted Under 2018 Plan and 2007 Plan [Member]
Number of shares reserved for future issuance		4,146,886
Inducement Awards [Member]
Number of shares reserved for future issuance		210,006
Stock Options and Restricted Stock Awards [Member]
Compensation cost		$ 451,965	$ 691,145
Stock Options and Restricted Stock Awards [Member] \| Research and Development Expense [Member]
Compensation cost		177,936	240,387
Stock Options and Restricted Stock Awards [Member] \| General and Administrative Expense [Member]
Compensation cost		$ 274,029	$ 450,758
2018 Stock Incentive Plan [Member]
Equity awards, number of stock authorized		2,700,000
Number of shares reserved for future issuance		4,151,038
2018 Stock Incentive Plan [Member] \| Minimum [Member]
Number of equity awards available for future issuance		1,200,000
2018 Stock Incentive Plan [Member] \| Maximum [Member]
Number of equity awards available for future issuance		3,900,000
2007 Stock Incentive Plan [Member]
Number of stock options granted, during period		688,531
Stock options, strike price description		Options are generally granted with strike prices equal to the fair market value of a share of Celsion common stock on the date of grant. Incentive stock options may be granted to purchase shares of common stock at a price not less than 100% of the fair market value of the underlying shares on the date of grant, provided that the exercise price of any incentive stock option granted to an eligible employee owning more than 10% of the outstanding stock of Celsion must be at least 110% of such fair market value on the date of grant. Only officers and key employees may receive incentive stock options.
Inducement Option Grants [Member] \| Two New Employees [Member] \| Restricted Stock Awards [Member]
Number of shares issued	13,000
Inducement Option Grants [Member] \| Two New Employees [Member] \| Common Stock [Member]
Number of shares issued	140,004
Inducement Option Grants [Member] \| Five New Employees [Member]
Inducement option grant, exercise price per share	$ 2.18
Option vested period	3 years
2018 Plan [Member]
Number of shares reserved for future issuance		4,152
2019 Bonus Program [Member] \| Common Stock [Member]
Number of shares issued		429,855
Annual bonus awards, percentage		50.00%

Stock-Based Compensation - Summary of Stock Option and Restricted Stock Awards (Details)	3 Months Ended
	Mar. 31, 2020 USD ($) $ / shares shares
Stock Options [Member]
Number Outstanding, Outstanding, Beginning Balance \| shares	4,332,142
Number Outstanding, Granted \| shares	36,000
Number Outstanding, Vested and issued \| shares
Number Outstanding, Forfeited, cancelled or expired \| shares	(20,000)
Number Outstanding, Ending Balance \| shares	4,348,142
Number Outstanding, Exercisable \| shares	2,591,536
Weighted Average Exercise Price, Outstanding, Beginning Balance \| $ / shares	$ 2.63
Weighted Average Exercise Price, Granted \| $ / shares	1.16
Weighted Average Exercise Price, Vested and issued \| $ / shares
Weighted Average Exercise Price, Forfeited, cancelled or expired \| $ / shares	2.27
Weighted Average Exercise Price, Outstanding, Ending Balance \| $ / shares	2.62
Weighted Average Exercise Price, Exercisable \| $ / shares	$ 2.93
Aggregate Intrinsic Value, Outstanding, Ending Balance \| $
Aggregate Intrinsic Value, Exercisable \| $
Restricted Stock [Member]
Weighted Average Remaining Contractual Term (years), Outstanding, Ending Balance	8 years 2 months 12 days
Weighted Average Remaining Contractual Term (years), Exercisable	8 years 4 months 24 days
Number Outstanding, Non-vested stock awards outstanding, Beginning Balance \| shares	8,750
Number Outstanding, Non-vested stock awards outstanding, Granted \| shares	429,855
Number Outstanding, Non-vested stock awards outstanding, Vested and issued \| shares	(429,855)
Number Outstanding, Non-vested stock awards outstanding, Forfeited \| shares
Number Outstanding, Non-vested stock awards outstanding, Ending Balance \| shares	8,750
Weighted Average Grant Date Fair Value, Non-vested stock awards, Beginning Balance \| $ / shares	$ 1.59
Weighted Average Grant Date Fair Value, Non-vested stock awards, Granted \| $ / shares	1.16
Weighted Average Grant Date Fair Value, Non-vested stock awards, Vested and issued \| $ / shares	1.16
Weighted Average Grant Date Fair Value, Non-vested stock awards, Forfeited \| $ / shares
Weighted Average Grant Date Fair Value, Non-vested stock awards, Ending Balance \| $ / shares	$ 1.59
Aggregate Intrinsic Value, Outstanding, Non-vested stock awards, Ending Balance \| $	$ 7,875

Stock-Based Compensation - Schedule of Assumptions Used to Determine Fair Value of Options Granted (Details)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Risk-free interest rate	1.33%	2.65%
Expected volatility	102.70%
Expected volatility, minimum		101.30%
Expected volatility, maximum		106.20%
Expected life (in years)	8 years 6 months
Expected dividend yield	0.00%	0.00%
Minimum [Member]
Expected life (in years)		7 years 6 months
Maximum [Member]
Expected life (in years)		9 years 3 months 19 days

Earn-out Milestone Liability (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019	Dec. 31, 2018
Gain (loss) from change in fair value of earn out milestone liability	$ (41,274)
Fair Value Earnout Milestone Liability [Member]
Earnout milestone liability	5,800,000	$ 5,800,000	$ 5,700,000	$ 8,900,000
Gain on non-cash benefit	$ 100,000	$ 3,100,000
Fair Value Earnout Milestone Liability [Member] \| Payment Option One [Member]
Risk adjusted assessment of each milestone	80.00%	80.00%
Fair Value Earnout Milestone Liability [Member] \| Payment Option Two [Member]
Risk adjusted assessment of each milestone	20.00%	20.00%
Amended Asset Purchase Agreement Option Payment 1 [Member]
Gain (loss) from change in fair value of earn out milestone liability	$ 7,000,000	$ 7,000,000
Amended Asset Purchase Agreement Option Payment 2 [Member]
Gain (loss) from change in fair value of earn out milestone liability	$ 12,400,000	$ 12,400,000

Earn-out Milestone Liability - Schedule of Changes in Earn-out Milestone Liability (Details)	3 Months Ended
	Mar. 31, 2020 USD ($)
Hercules Warrant [Member]
Earn-out liabilities, beginning balance	$ (5,717,709)
Non-cash loss from the change in fair value	(41,274)
Earn-out liabilities, ending balance	$ (5,758,983)

Earn-out Milestone Liability - Schedule of Risk Adjustment Assessment (Details)	3 Months Ended		12 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019	Dec. 31, 2018
Risk-adjustment Assessment of achieving each Milestone	80.00%	80.00%	80.00%	80.00%
Discount Rate	9.00%	9.00%	9.00%	9.00%
Estimated Time to Achieve				1 year 2 months 30 days
Minimum [Member]
Estimated Time to Achieve	1 year 15 days	1 year	1 year 1 month 13 days
Maximum [Member]
Estimated Time to Achieve	2 years 15 days	2 years	2 years 1 month 13 days

Warrants - Summary of Warrant Activity (Details)	3 Months Ended
Warrants - Summary of Warrant Activity (Details)	Mar. 31, 2020 USD ($) $ / shares shares
Warrants and Rights Note Disclosure [Abstract]
Number of Warrants Issued, Warrants Outstanding, Beginning Balance \| shares	626,098
Number of Warrants Issued, Warrants Issued \| shares	3,200,000
Number of Warrants Issued, Warrants Outstanding, Ending Balance \| shares	3,826,098
Weighted Average Exercise Price, Warrants Outstanding, Beginning Balance \| $ / shares	$ 1.87
Weighted Average Exercise Price, Warrants Issued \| $ / shares	1.24
Weighted Average Exercise Price, Warrants Outstanding, Ending Balance \| $ / shares	$ 1.34
Aggregate Intrinsic Value of Outstanding Warrants \| $	$ 178,000

Warrants - Schedule of Weighted Average Remaining Contractual Terms (Details)	3 Months Ended
	Mar. 31, 2020 $ / shares shares
Number of Warrants Issued	3,200,000
Number of Warrants Issued, Warrants Outstanding, Ending Balance	3,826,098
All Other Warrants [Member]
Weighted Average Exercise Price \| $ / shares	$ 1.42
Weighted Average Contractual Terms Remaining (in years)	5 years 3 months 19 days
Number of Warrants Issued, Warrants Outstanding, Ending Balance	3,626,098
EGWU, Inc [Member]
Number of Warrants Issued	200,000
Weighted Average Exercise Price \| $ / shares	$ 0.01
Weighted Average Contractual Terms Remaining (in years)	0 years

Leases (Details Narrative)		1 Months Ended		3 Months Ended
Leases (Details Narrative)	Jan. 02, 2019 USD ($)	Jan. 31, 2018 USD ($) ft²	Jul. 31, 2011 ft²	Mar. 31, 2020 USD ($)	Mar. 31, 2019 USD ($)	Dec. 31, 2019 USD ($)
Lease description			In 2011, the Company executed a lease (the "Lease") with Brandywine Operating Partnership, L.P. (Brandywine), a Delaware limited partnership for a 10,870 square foot premises located in Lawrenceville, New Jersey and relocated its offices to Lawrenceville, New Jersey from Columbia, Maryland.
Area of land \| ft²			10,870
Lease, term of contract			66 months
Lease expiration date			Apr. 30, 2017
Lease, renewal term			64 months
Lease, option to extend				The 1st Lease Amendment extended the term of the agreement for an additional 64 months, reduced the premises to 7,565 square feet, reduced the monthly rent and provided four months free rent. The monthly rent ranged from approximately $18,900 in the first year to approximately $20,500 in the final year of the 1st Lease Amendment. The Company also had a one-time option to cancel the lease as of the 40th month after the commencement date of the 1st Lease Amendment and must provide the landlord notice by the 28th month of the lease. Effective January 9, 2019, the Company amended the current terms of the 1st Lease Amendment to increase the size of the premises by 2,285 square feet to 9,850 square feet and also extended the lease term by one year to September 1, 2023. In conjunction with this 2nd Lease Amendment, we agreed to modify our one-time option to cancel the lease as of the end of August 2021 and we must provide notice to the landlord by the end of August 2020. The monthly rent will range from approximately $25,035 in the first year to approximately $27,088 in the final year of the 2nd Lease Amendment.
ROU asset	$ 400,000			$ 1,339,140		$ 1,431,640
Operating lease liabilities	1,900,000			1,438,914
Increased ROU asset	$ 1,800,000
Operating lease costs				130,595	$ 130,595
Operating lease expense				130,631	$ 106,000
Accounting Standards Update 2016-02 [Member]
ROU asset				1,400,000
Operating lease liabilities				1,500,000
Other liabilities				100,000
1st Lease Amendment [Member] \| First Year [Member]
Lease, rent payment				18,900
1st Lease Amendment [Member] \| Final Year [Member]
Lease, rent payment				20,500
2nd Lease Amendment [Member] \| First Year [Member]
Lease, rent payment				25,035
2nd Lease Amendment [Member] \| Final Year [Member]
Lease, rent payment				$ 27,088
EGEN Asset Purchase Agreement [Member]
Lease description		In connection with the EGEN Asset Purchase Agreement in June 2014, the Company assumed the existing lease with another landlord for an 11,500 square foot premises located in Huntsville Alabama. In January 2018, the Company and the Huntsville landlord entered into a new 60-month lease which reduced the premises to 9,049 square feet with rent payments of approximately $18,100 per month.
Area of land \| ft²		11,500
Lease, rent payment		$ 18,100
60 Month Lease [Member]
Area of land \| ft²		9,049

Leases - Schedule of Lease Payments and Maturity of Our Operating Lease Liabilities (Details) - USD ($)	Mar. 31, 2020	Jan. 02, 2019
Leases [Abstract]
Remainder of 2020	$ 395,178
2021	530,734
2022	535,579
2023	233,117
2024 and thereafter
Subtotal future lease payments	1,694,608
Less imputed interest	(255,694)
Total lease liabilities	$ 1,438,914	$ 1,900,000
Weighted average remaining life	3 years 2 months 12 days
Weighted average discount rate	9.98%

Technology Development and Licensing Agreements (Details Narrative) - Hisun [Member] - USD ($)	Jan. 18, 2013	Aug. 08, 2016
Non-refundable research and development fee	$ 5,000,000
Deferred revenue	$ 5,000,000
Deferred revenue amortization period	10 years
Upfront payment		$ 5,000,000

Subsequent Events (Details Narrative) - Subsequent Event [Member] - USD ($)		1 Months Ended
	May 13, 2020	Apr. 30, 2020	Apr. 23, 2020
Proceeds from sale of operating loss		$ 1,800,000
PPP Loan [Member]
Debt face amount of receipt			$ 632,220
Horizon Credit Agreement [Member] \| Horizon Technology Finance Corporation [Member] \| August and September 2020 [Member]
Payments to capital liabilities	$ 833,333