0001493152-20-021447 | 10-Q | XBRL Viewer

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Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2020	Nov. 13, 2020
Cover [Abstract]
Entity Registrant Name	Celsion CORP
Entity Central Index Key	0000749647
Document Type	10-Q
Document Period End Date	Sep. 30, 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		37,417,716
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2020

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2020	Dec. 31, 2019
Current assets:
Cash and cash equivalents	$ 18,339,728	$ 6,875,273
Investment in debt securities - available for sale, at fair value		7,985,886
Accrued interest receivable on investment securities		21,369
Advances and deposits on clinical programs and other current assets	1,565,651	1,352,670
Total current assets	19,905,379	16,235,198
Property and equipment (at cost, less accumulated depreciation of $3,213,681 and $3,096,681, respectively)	302,281	405,363
Other assets:
Deferred tax asset		1,819,324
In-process research and development, net	13,366,234	15,736,491
Goodwill	1,976,101	1,976,101
Operating lease right-of-use assets, net	1,147,062	1,431,640
Other intangible assets, net	170,489	340,976
Deposits and other assets	407,284	333,274
Total other assets	17,067,170	21,637,806
Total assets	37,274,830	38,278,367
Current liabilities:
Accounts payable - trade	2,168,076	2,862,949
Other accrued liabilities	1,919,779	2,303,547
Notes payable - current portion, net of deferred financing costs	416,476	1,840,228
Operating lease liability - current portion	421,564	387,733
Deferred revenue - current portion	500,000	500,000
Total current liabilities	5,425,895	7,894,457
Earn-out milestone liability	7,115,000	5,717,709
Notes payable - non-current portion, net of deferred financing costs	4,626,987	7,963,449
Operating lease liability - non-current portion	823,147	1,143,717
Deferred revenue - non-current portion	625,000	1,000,000
Total liabilities	18,616,029	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 September 30, 2020 and December 31, 2019)
Common stock - $0.01 par value (112,500,000 shares authorized; 36,160,114 and 23,256,152 shares issued at September 30, 2020 and December 31, 2019, respectively, and 36,159,780 and 23,255,818 shares outstanding at September 30, 2020 and December 31, 2019, respectively)	361,601	232,562
Additional paid-in capital	327,370,577	304,885,663
Accumulated other comprehensive gain		42,778
Accumulated deficit	(308,988,189)	(290,516,780)
Total stockholders' equity before treasury stock	18,743,989	14,644,223
Treasury stock, at cost (334 shares at September 30, 2020 and December 31, 2019)	(85,188)	(85,188)
Total stockholders' equity	18,658,801	14,559,035
Total liabilities and stockholders' equity	$ 37,274,830	$ 38,278,367

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	Sep. 30, 2020	Dec. 31, 2019
Statement of Financial Position [Abstract]
Accumulated depreciation of property, plant, and equipment	$ 3,213,681	$ 3,096,681
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	36,160,114	23,256,152
Common stock, shares outstanding	36,159,780	23,255,818
Treasury stock, shares	334	334

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Income Statement [Abstract]
Licensing revenue	$ 125,000	$ 125,000	$ 375,000	$ 375,000
Operating expenses:
Research and development	2,491,696	3,674,239	8,534,606	9,999,972
General and administrative	1,792,904	1,838,287	5,532,946	6,192,835
Total operating expenses	4,284,600	5,512,526	14,067,552	16,192,807
Loss from operations	(4,159,600)	(5,387,526)	(13,692,552)	(15,817,807)
Other (expense) income:
(Loss) gain from change in valuation of earn-out milestone liability	(1,099,721)	85,882	(1,397,291)	3,088,821
Impairment of in-process research and development	(2,370,257)		(2,370,257)
Fair value of warrants issued in connection with amendment to modify GEN-1 earn-out milestone payments				(400,000)
Investment income	10,114	174,439	119,383	432,832
Interest expense	(450,732)	(349,602)	(1,130,699)	(1,049,797)
Other (expense) income	(1,400)		7	(2,823)
Total other (expense) income, net	(3,911,996)	(89,281)	(4,778,857)	2,069,033
Net loss	$ (8,071,596)	$ (5,476,807)	$ (18,471,409)	$ (13,748,774)
Net loss per common share - Basic and diluted	$ (0.24)	$ (0.25)	$ (0.62)	$ (0.67)
Weighted average shares outstanding - Basic and diluted	34,112,254	21,662,824	29,934,764	20,524,799

Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Changes in:
Realized (gains) losses on investment securities recognized in investment income, net	$ (7,257)	$ (58,068)	$ (53,354)	$ (68,418)
Unrealized gains on investment securities, net	(609)	(2,433)	10,576	72,621
Change in unrealized gains (losses) on available for sale securities, net	(7,866)	(60,501)	(42,778)	4,203
Net loss	(8,071,596)	(5,476,807)	(18,471,409)	(13,748,774)
Comprehensive loss	$ (8,079,462)	$ (5,537,308)	$ (18,514,187)	$ (13,744,571)

- 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 ($)	1 Months Ended	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2020	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019
Cash flows from operating activities:
Net loss		$ (8,071,596)	$ (5,476,807)	$ (18,471,409)	$ (13,748,774)
Adjustments to reconcile net loss to net cash from operating activities:
Depreciation and amortization				572,065	537,211
Change in fair value of earn-out milestone liability				1,397,291	(3,088,821)
Impairment of in-process research and development		2,370,257		2,370,257
Fair value of warrants issued in connection with amendment to modify the GEN-1 earn-out milestone payments					400,000
Recognition of deferred revenue				(375,000)	(375,000)
Stock-based compensation costs				1,448,202	1,762,172
Shares and warrants issued in exchange for services				44,798	5,350
Deferred income tax asset				1,819,324
Amortization of deferred finance charges and debt discount associated with notes payable				439,786	289,182
Net changes in:
Accrued interest receivable on investment securities				21,369	41,338
Advances and deposits on clinical programs and other current assets				(286,991)	(951,877)
Accounts payable- trade and other accrued liabilities				(866,748)	486,857
Net cash (used in) operating activities:				(11,887,056)	(14,642,362)
Cash flows from investing activities:
Purchases of investment securities				(9,956,892)	(19,338,177)
Proceeds from sale and maturity of investment securities				17,900,000	23,310,000
Purchases of property and equipment				(13,918)	(336,445)
Net cash provided by investing activities				7,929,190	3,635,378
Cash flows from financing activities:
Proceeds from sale of common stock equity, net of issuance costs	$ 1,500,000			20,250,426	6,175,527
Proceeds from issuance of common stock upon conversion of stock options				371,895
Payments on notes payable including end-of-term fees				5,200,000
Proceeds from Payroll Protection Program (PPP) loans				1,324,750
Repayments on Payroll Protection Program (PPP) loans				(1,324,750)
Net cash provided by financing activities				15,422,321	6,175,527
Increase (decrease) in cash and cash equivalents				11,464,455	(4,831,457)
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	$ 18,339,728	$ 18,339,728	$ 8,522,086	18,339,728	8,522,086	$ 6,875,273
Supplemental disclosures of cash flow information:
Interest paid				(685,913)	(760,615)
Cash paid for amounts included in measurement of lease liabilities:
Operating cash flows from lease payments				393,947	355,216
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 bonus payments				498,632
Realized and unrealized (gains) losses, net, on investment securities				$ (42,778)	$ 4,203

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					(13,748,774)	(13,748,774)
Sale of equity through equity financing facilities	$ 31,451	6,144,076				6,175,527
Sale of equity through equity financing facilities, shares	3,145,084
Issuance of restricted stock	$ 255	5,095				5,350
Issuance of restricted stock, shares	25,500
Common stock warrants issued in connection with amendment to modify GEN-1 earn-out milestone payments		400,000				400,000
Realized and unrealized gains and losses, net, on investments securities				4,203		4,203
Stock-based compensation expense		1,762,172				1,762,172
Balance at Sep. 30, 2019	$ 220,028	302,704,656	$ (85,188)	34,075	(287,414,021)	15,459,550
Balance, shares at Sep. 30, 2019	22,002,418		334
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
Issuance of common stock upon exercise of options, shares
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
Balance at Jun. 30, 2019	$ 210,026	300,549,511	$ (85,188)	94,576	(281,937,214)	18,831,711
Balance, shares at Jun. 30, 2019	21,002,295		334
Net loss					(5,476,807)	(5,476,807)
Sale of equity through equity financing facilities	$ 9,852	1,701,615				1,711,467
Sale of equity through equity financing facilities, shares	985,123
Issuance of restricted stock	$ 150	(150)
Issuance of restricted stock, shares	15,000
Realized and unrealized gains and losses, net, on investments securities				(60,501)		(60,501)
Stock-based compensation expense		453,680				453,680
Balance at Sep. 30, 2019	$ 220,028	302,704,656	$ (85,188)	34,075	(287,414,021)	15,459,550
Balance, shares at Sep. 30, 2019	22,002,418		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					(18,471,409)	(18,471,409)
Sale of equity through equity financing facilities	$ 123,301	20,127,125				20,250,426
Sale of equity through equity financing facilities, shares	12,330,243
Issuance of common stock upon exercise of options	$ 1,409	370,486				371,895
Issuance of common stock upon exercise of options, shares	140,864
Issuance of restricted stock	$ 30	(30)
Issuance of restricted stock, shares	3,000
Common stock warrants issued in connection with amendment to modify GEN-1 earn-out milestone payments		44,798				44,798
Realized and unrealized gains and losses, net, on investments securities				(42,778)		(42,778)
Stock-based compensation expense		1,448,202				1,448,202
Issuance of common stock in lieu of cash bonus	$ 4,299	494,333				498,632
Issuance of common stock in lieu of cash bonus, shares	429,855
Balance at Sep. 30, 2020	$ 361,601	327,370,577	$ (85,188)		(308,988,189)	18,658,801
Balance, shares at Sep. 30, 2020	36,159,780		334
Balance at Jun. 30, 2020	$ 332,297	324,869,780	$ (85,188)	7,866	(300,916,593)	24,208,162
Balance, shares at Jun. 30, 2020	33,229,380		334
Net loss					(8,071,596)	(8,071,596)
Sale of equity through equity financing facilities	$ 29,274	2,038,553				2,067,827
Sale of equity through equity financing facilities, shares	2,927,400
Issuance of restricted stock	$ 30	(30)
Issuance of restricted stock, shares	3,000
Common stock warrants issued in connection with amendment to modify GEN-1 earn-out milestone payments		44,798				44,798
Realized and unrealized gains and losses, net, on investments securities				(7,866)		(7,866)
Stock-based compensation expense		417,476				417,476
Balance at Sep. 30, 2020	$ 361,601	$ 327,370,577	$ (85,188)		$ (308,988,189)	$ 18,658,801
Balance, shares at Sep. 30, 2020	36,159,780		334

Business Description

9 Months Ended

Sep. 30, 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. Celsion is a fully integrated oncology company focused on developing a portfolio of innovative cancer treatments, including immunotherapies, DNA-based therapies and directed chemotherapies. The Company’s product pipeline includes GEN-1, a DNA-based immunotherapy for the localized treatment of ovarian cancer and ThermoDox®, a proprietary heat-activated liposomal encapsulation of doxorubicin, currently in Phase III development for the treatment of primary liver cancer and in development for other cancer indications. Celsion has two feasibility stage platform technologies for the development of novel nucleic acid-based immunotherapies and other anti-cancer DNA or RNA therapies. Both are novel synthetic, non-viral vectors with demonstrated capability in nucleic acid cellular transfection. 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

9 Months Ended

Sep. 30, 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 and nine-month periods ended September 30, 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 amounts 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 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

9 Months Ended

Sep. 30, 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 has incurred significant net losses in each year since our inception. As of September 30, 2020, the Company has incurred approximately $309 million of cumulative net losses and we had approximately $18.3 million in cash and cash equivalents. 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 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-month and nine-month periods ended September 30, 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 enrolment of patients. This may delay commercialization efforts. The Company continues to monitor 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, if any, 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.

	11

On July 13, 2020, the Company announced that it has received a recommendation from the independent Data Monitoring Committee (DMC) to consider stopping the global Phase III OPTIMA Study of ThermoDox^® in combination with radiofrequency ablation (RFA) for the treatment of hepatocellular carcinoma (HCC), or primary liver cancer. The recommendation was made following the second pre-planned interim safety and efficacy analysis by the DMC on July 9, 2020. The DMC’s analysis found that the pre-specified boundary for stopping the trial for futility of 0.900 was crossed with an actual value of 0.903. The Company followed the advice of the DMC and considered its options to either stop the study or continue to follow patients after a thorough review of the data, and an evaluation of the probability of success. Timing for this decision was made less urgent by the fact that the OPTIMA Study has been fully enrolled since August 2018 and that the vast majority of the trial expenses have already been incurred. On August 4, 2020, the Company issued a press release announcing it will continue following patients for overall survival (“OS”), noting that the unexpected and marginally crossed futility boundary, suggested by the Kaplan-Meier analysis at the second interim analysis on July 9, 2020, may be associated with a data maturity issue. On October 12, 2020, the Company issued a letter to stockholders providing an update on the ongoing data analysis from its Phase III OPTIMA Study with ThermoDox^®as well as growing interest among clinical investigators in conducting studies with ThermoDox^® as a monotherapy or in combination with other therapies. In summary, the Company will continue to report findings from these independent statistical analyses before the end of the year, either or both of which will guide our decision to continue to follow patients to the final analysis at 197 or more deaths, a milestone that should be reached sometime in mid-2021.

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 New Jersey-based companies. In 2018 and 2019, the Company sold NOLs totaling $13 million receiving net proceeds of $12.2 million. In June 2020 and as updated in September 2020, the Company filed an application with the New Jersey Economic Development Authority to sell substantially all of its remaining State of New Jersey net operating losses totaling $2.0 million available under the program.

In June 2018, the Company entered into a Credit Agreement with Horizon Technology Finance Corporation (“Horizon”) that provided $10 million in capital (the “Horizon Credit Agreement”). 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 through July 2020, followed by a 24-month amortization period of principal and interest starting on August 1, 2020 and ending through the scheduled maturity date. On August 28, 2020, in connection with an Amendment to the Horizon Credit Agreement, Celsion repaid $5 million of the $10 million loan and $0.2 million in related end of term charges, and the remaining $5 million in obligations were restructured as more fully discussed in Note 10.

With $18.3 million in cash and cash equivalents and up to $2.0 million in potential proceeds from the sale of the 2019 State of New Jersey net operating losses, coupled with $10.8 million of remaining availability under the Capital-on-Demand™ Sales Agreement with JonesTrading Institutional Services LLC, as well as up to $24.5 million of remaining availability under the LPC Purchase Agreement with Lincoln Park Capital Fund, LLC, the Company believes it has sufficient capital resources to fund its operations through the end of 2021.

The Company has based its estimates 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.

New and Recently Adopted Accounting Pronouncements

9 Months Ended

Sep. 30, 2020

Accounting Changes and Error Corrections [Abstract]

New and Recently Adopted Accounting Pronouncements

Note 4. New and Recently Adopted 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 Standards 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 is considering adopting 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.

- Definition

The entire disclosure for change in accounting principle. Includes, but is not limited to, nature, reason, and method of adopting amendment to accounting standards or other change in accounting principle.

+ References

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+ Details

Net Loss Per Common Share

9 Months Ended

Sep. 30, 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 8,507,041 and 4,598,990 shares for the nine-month periods ended September 30, 2020 and 2019, respectively. Warrants (Note 14) with an exercise price of $0.01 exercisable for 200,000 shares of common stock were considered issued in calculating basic loss per share. For the three-month and nine-month periods ended September 30, 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 nine-month periods ended September 30, 2020 and 2019.

Investment in Debt Securities Available for Sale

9 Months Ended

Sep. 30, 2020

Investments, Debt and Equity Securities [Abstract]

Investment 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 $7,985,886 as of December 31, 2019 consisted 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. The Company only had investments in cash and cash equivalents at September 30, 2020.

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:

	September 30, 2020				December 31, 2019
	Cost		Fair Value		Cost		Fair Value
Short-term investments
Investments in debt securities	$	-	$	-	$	7,943,108	$	7,985,886
Total	$	-	$	-	$	7,943,108	$	7,985,886

	September 30, 2020				December 31, 2019
	Cost		Fair Value		Cost		Fair Value
Short-term investment maturities
Within 3 months	$	-	$	-	$	7,943,108	$	7,985,886
Total	$	-	$	-	$	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 September 30, 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.

	September 30, 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		Fair Value		Unrealized Holding Gains

Investments in debt securities with unrealized Gains	$	-	$	-	$	7,985,886	$	42,778
Total	$	-	$	-	$	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 September 30,
	2020		2019
Interest and dividends accrued and paid	$	2,857	$	116,371
Realized gains		7,257		58,068
Investment income, net	$	10,114	$	174,439

	Nine Months Ended September 30,
	2020		2019
Interest and dividends accrued and paid	$	66,029	$	364,414
Realized gains		53,354		68,418
Investment income, net	$	119,383	$	432,832

Fair Value Measurements

9 Months Ended

Sep. 30, 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 September 30, 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 nine-month period ended September 30, 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 September 30, 2020
Corporate debt securities, available for sale	$	—	$	—	$	—		$	—

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

Liabilities:

Recurring items as of September 30, 2020
Earn-out milestone liability (Note 13)	$	7,115,000	$	—	$	—		$	7,115,000

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

Intangible Assets

9 Months Ended

Sep. 30, 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, 2020, 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 nine months of 2020, no impairment charges were recorded during the nine-months ended September 30, 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. On September 30, 2020, the Company evaluated its IPR&D for the (GBM) product candidate and concluded that it is more likely than not that the asset is further impaired. After this assessment on September 30, 2020, the Company wrote off the remaining $2.4 million of this asset, thereby recognizing a non-cash charge of $2.4 million in the third quarter of 2020.

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

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 September 30, 2020 and 2019. The Company recognized amortization expense of $170,487 in each of the nine-month periods ended September 30, 2020 and 2019.

The carrying value of the Covenant Not to Compete was $170,489, net of $1,420,725 accumulated amortization as of September 30, 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 September 30,
2021	$	170,489
2022 and thereafter		—
Total	$	170,489

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 September 30, 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 nine-month period ended September 30, 2020:

	IPR&D			Goodwill		Covenant Not To Compete
For the nine-months ended September 30, 2020
Balance at January 1, 2020, net	$	15,736,491		$	1,976,101	$	340,976
Amortization		-			-		(170,487	)
Impairment charge		(2,370,257	)		-		-
Balance at September 30, 2020, net	$	13,366,234		$	1,976,101	$	170,489

Other Accrued Liabilities

9 Months Ended

Sep. 30, 2020

Payables and Accruals [Abstract]

Other Accrued Liabilities

Note 9. Other Accrued Liabilities

Other accrued liabilities at September 30, 2020 and December 31, 2019 include the following:

	September 30, 2020		December 31, 2019

Amounts due to contract research organizations and other contractual agreements	$	475,400	$	475,440
Accrued payroll and related benefits		1,368,118		1,604,541
Accrued professional fees		56,850		204,155
Other		19,411		19,411
Total	$	1,919,779	$	2,303,547

Notes and Loans Payable

9 Months Ended

Sep. 30, 2020

Debt Disclosure [Abstract]

Notes and Loans Payable

Note 10. Notes and Loans Payable

Horizon Credit Agreement

On August 28, 2020, Celsion entered into the First Amendment (the “Amendment”) to the Venture Loan and Security Agreement with Horizon Technology Finance Corporation (“Horizon”) dated June 27, 2018 (the “Initial Horizon Credit Agreement”).

On June 27, 2018, in connection with the closing of the Initial Horizon Credit Agreement, Celsion drew down $10 million in new capital. On August 28, 2020, in connection with the Amendment, Celsion repaid $5 million of the $10 million loan and $0.2 million in related end of term charges, and the remaining $5 million in obligations were restructured as set forth below.

Pursuant to the Amendment, the remaining $5 million in obligations of Celsion under the Initial Horizon Credit Agreement are secured by a first-priority security interest in substantially all assets of Celsion other than intellectual property assets. The obligations bear interest at a rate calculated based an amount by which the one-month LIBOR exceeds 2% plus 9.625%. In no event shall the interest rate be less than 9.625%. Payments pursuant to the Amendment are interest only for the first twelve (12) months after August 1, 2020, followed by a 21-month amortization period of principal and interest through the scheduled maturity date. In addition, the remaining $5 million in obligations is subject to an end of term fee equal, in the aggregate, to $275,000, which amount shall be payable upon the maturity of the obligations or upon the date of final payment or default, as applicable. In connection with the Amendment, Celsion agreed to a liquidity covenant which provides that, at all times, Celsion shall maintain unrestricted cash and/or Cash Equivalents on deposit in accounts over which the applicable Lenders maintain an account control agreement in an amount not less than $2.5 million. In addition, pursuant to the Amendment, Celsion has agreed to provide evidence to Horizon on or before March 31, 2021, that it has received aggregate cash proceeds of not less than $5 million from the sale of equity, debt, its New Jersey net operating losses, or a combination thereof, subsequent to the date of the Amendment.

As a fee in connection with the Initial Horizon Credit Agreement, Celsion issued Horizon warrants exercisable for a total of 190,114 shares of Celsion’s common stock (the “Existing Warrants”) at a per share exercise price of $2.63. Pursuant to the Amendment, one-half of the aggregate Existing Warrants, exercisable for a total of 95,057 shares of Celsion’s common stock, have been canceled, and, in connection with the Amendment, Celsion issued Horizon new warrants exercisable at a per share exercise price equal to $1.01 for a total of 247,525 shares of Celsion’s common stock (the “New Warrants” and, together with the Existing Warrants, the “Warrants”). The remaining 95,057 Existing Warrants issued in connection with the Initial Horizon Credit Agreement remain outstanding at a per share exercise price of $2.63.

The Warrants are immediately exercisable for cash or by net exercise from the date of grant and will expire after ten years from the date of grant. Effective October 27, 2020, Celsion registered for resale the common stock underlying the Warrants on Form S-3 with the Securities and Exchange Commission (333-249420). The Horizon Credit Agreement contains customary representations, warranties and affirmative and negative covenants including, among other things, covenants that limit or restrict Celsion’s ability to grant liens, incur indebtedness, make certain restricted payments, merge, or consolidate and make dispositions of assets.

The Amendment was evaluated in accordance with FASB Accounting Standards Codification 470-50, Debt-Modifications and Extinguishments, for debt modification and extinguishment accounting. We accounted for the $5 million we repaid as a debt extinguishment thereby reducing the principal obligations accordingly. Also, in connection with the $5 million repayment, we recognized as interest expense, approximately $0.2 million of unamortized debt discount, deferred financing and end of term fees related to the repaid obligation in August 2020.

We accounted for the remaining $5 million of obligation under the Amendment as a debt modification to the initial agreement with respect to the minor changes in cash flows. Also, in connection with the $5 million remaining obligations, we recorded $5,000 of financing fees and the New Warrant fair value of $247,548 as additional debt discount on the $5 million remaining obligation. Therefore, approximately $109,706 of unamortized debt discount will be amortized over the remaining life of the new obligations. The $275,000 of end of term fees, net of previously amortized end of term fees totaling $142,605 previously accrued on the original note associated with the $5 million remaining obligation, will be amortized as interest expense over the remaining life of the new obligations.

During the three-month period ended September 30, 2020, the Company incurred $198,738 in interest expense and amortized $251,993 as interest expense for debt discounts and end of term charges in connection with the Initial Horizon Credit Agreement and Amendment. During the three-month period ended September 30, 2019, the Company incurred $252,144 in interest expense and amortized $97,458 as interest expense for debt discounts and end of term charges in connection with the Initial Horizon Credit Agreement. During the nine-month period ended September 30, 2020, the Company incurred $685,913 in interest expense and amortized $444,786 as interest expense for debt discounts and end of term charges in connection with the Initial Horizon Credit Agreement and Amendment. During the nine-month period ended September 30, 2019, the Company incurred $760,615 in interest expense and amortized $289,182 as interest expense for debt discounts and end of term charges in connection with the Initial Horizon Credit Agreement.

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

	As of September 30,
2021	$	476,190
2022		2,857,140
2023		1,666,670
2024 and thereafter		-
Subtotal of future principal payments		5,000,000
Unamortized debt issuance costs and end of term charges, net		43,463
Total	$	5,043,463

Paycheck Protection Program

On April 23, 2020, we entered into a loan agreement with Silicon Valley Bank (the “April PPP Loan”), pursuant to the Paycheck Protection Program (the “PPP”), established pursuant to the recently enacted Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and administered by the U.S. Small Business Administration (“SBA”). We thereafter received proceeds of $632,220 under the April PPP Loan. The April PPP Loan application required Celsion to certify that there was economic uncertainty surrounding the Company and that, as such, the April 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 believed that the Company satisfied all eligibility criteria for the April PPP Loan, and that our receipt of the April PPP Loan proceeds was consistent with the broad objectives of the PPP of the CARES Act. The certification given with respect to the April PPP Loan did not contain any objective criteria and was subject to interpretation. Considering subsequent guidance issued by the SBA in consultation with the U.S. Department of the Treasury at that time, out of an abundance of caution we returned the proceeds of the PPP Loan in full on May 13, 2020.

Shortly after the April PPP Loan was repaid, the SBA provided further guidance with respect to these certifications providing a safe harbor under which companies such as Celsion with PPP loans of less than $2 million will be deemed to have made these certifications in good faith. Therefore, as the Company continued to believe it qualifies for a loan under the PPP, it reapplied for and eventually received the new PPP Loan for $692,530 on May 26, 2020 (the “May PPP Loan”). The May PPP Loan was guaranteed by the SBA and evidenced by a promissory note of the Company dated May 26, 2020 (the “Note”) in the principal amount of $692,530 payable to the lender. Pursuant to the terms of the Note, was payable in part or in full, at any time, without penalty. On June 22, 2020, as disclosed in the Company’s Current Report on Form 8-K filed on the same date, the Company commenced an offering of 2,666,667 shares of its common stock which closed on June 24, 2020 (Note 11) and received net proceeds of approximately $9.1 million. In light of the proceeds received from this equity offering, the Company elected to repay the May PPP Loan in full (including interest accrued of $577) on June 24, 2020, terminating all obligations of the Company under the Note.

Stockholders' Equity

9 Months Ended

Sep. 30, 2020

Equity [Abstract]

Stockholders' Equity

Note 11. Stockholders’ Equity

In September 2018, the Company filed with the SEC a $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 Agreements

On August 31, 2018, the Company entered into a common stock purchase agreement (the “2018 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 was committed to purchase up to an aggregate of $15.0 million of shares of the Company’s common stock over the 24-month term of the 2019 Aspire Purchase Agreement. During 2018, the Company sold and issued an aggregate of 0.1 million shares under the 2018 Aspire Purchase Agreement, receiving approximately $0.2 million. During 2019, the Company sold and issued an aggregate of 3.3 million shares under the 2018 Aspire Purchase Agreement, receiving approximately $6.3 million. As a result of the Company and Aspire entering into a new purchase agreement on October 28, 2019 (the “2019 Aspire Purchase Agreement”) discussed in the next paragraph, the 2018 Aspire Purchase Agreement was terminated.

The 2019 Aspire Purchase Agreement provided that, upon the terms and subject to the conditions and limitations set forth therein, Aspire Capital was 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 the Capital on Demand Agreement with 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. From January 1, 2020 through September 30, 2020, the Company sold and issued an aggregate of 2.1 million shares under the Capital on Demand Agreement, receiving approximately $4.3 million in gross proceeds. The Company has sold and issued an aggregate of 0.5 million shares under the Capital on Demand Agreement, receiving approximately $0.3 million in gross proceeds under the Capital on Demand Agreement subsequent to September 30, 2020 through the date of this Quarterly Report on Form 10Q. As of September 30, 2020, the Company has approximately $10.8 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 contained customary representations, warranties and agreements by the Company and customary conditions to closing. In a concurrent private placement (the “Private Placement”), the Company issued to the investors that participated in the February 2020 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 Original 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 of the Original 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. On July 31, 2020, the Company filed a Form S-3 Registration Statement to register the shares of Common Stock issuable under the Exchange Warrants; the Registration Statement was declared effective by the SEC on August 13, 2020.

Underwritten Offering

On June 22, 2020, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Oppenheimer & Co. Inc. (the “Underwriter”), relating to the issuance and sale (the “Underwritten Offering”) of 2,666,667 shares of the Company’s common stock. Pursuant to the terms of the Underwriting Agreement, the Underwriter agreed to purchase the shares at a price of $3.4875 per share. The Underwriter offered the shares at a public offering price of $3.75 per share, reflecting an underwriting discount equal to $0.2625, or 7.0% of the public offering price. The net proceeds to the Company from the Underwritten Offering, after deducting the underwriting discount and estimated offering expenses payable by the Company, were approximately $9.1 million. The Underwritten Offering closed on June 24, 2020 and was made pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-227236) filed with the Securities and Exchange Commission on September 7, 2018, and declared effective on October 12, 2018, including the base prospectus dated October 12, 2018 included therein and the related prospectus supplement.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriter including for liabilities under the Securities Act, other obligations of the parties, and termination provisions. Pursuant to the Underwriting Agreement, until December 31, 2020, the Underwriter shall have a right of first refusal to act as sole underwriter, initial purchaser, placement/selling agent, or arranger, as the case may be, on any new financing for the Company (excluding equipment lease financings, loans or grants from governmental authorities or in connection with government programs and financings relating to or sales of tax attributes) during such period. The Underwriter shall have the sole right to determine whether or not any other broker dealer shall have the right to participate in any such offering and the economic terms of any such participation. Pursuant to the Underwriting Agreement, subject to certain exceptions, the Company and certain of the Company’s executive officers and directors have agreed that, without the prior written consent of the Underwriter and subject to certain negotiated exceptions, they will not, for a period of 60 days, in either case, following the date of the final prospectus supplement, sell or otherwise dispose of any of the Company’s securities held by them.

LPC Purchase Agreement

On September 8, 2020, the Company entered into a purchase agreement (the “LPC Purchase Agreement”) and a Registration Rights Agreement (the “Registration Rights Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”), pursuant to which, upon the terms and subject to the conditions and limitations set forth therein, the Company has the right to sell to Lincoln Park up to $26.0 million of shares of the Company’s Common Stock at the Company’s discretion as described below (the “ LPC Offering”).

Over the 36-month term of the LPC Purchase Agreement, we have the right, but not the obligation, from time to time, in our sole discretion and subject to certain conditions, including that the closing price of our Common Stock is not below $0.25 per share, to direct Lincoln Park to purchase up to an aggregate amount of $26.0 million (subject to certain limitations) of shares of Common Stock. Under the Purchase Agreement, on any business day selected by us, we may direct Lincoln Park to purchase up to 400,000 shares (the “Regular Purchase Share Limit”) of our Common Stock (each such purchase, a “Regular Purchase”). Lincoln Park’s maximum obligation under any single Regular Purchase will not exceed $1,500,000 unless we mutually agree to increase the maximum amount of such Regular Purchase. The purchase price for shares of Common Stock to be purchased by Lincoln Park under a Regular Purchase will be the equal to the lower of (in each case, subject to the adjustments described in the LPC Purchase Agreement): (i) the lowest sale price for our Common Stock on The Nasdaq Capital Market on the applicable purchase date, and (ii) the arithmetic average of the three lowest sale prices for our Common Stock on The Nasdaq Capital Market during the ten trading days prior to the purchase date.

If we direct Lincoln Park to purchase the maximum number of shares of Common Stock we then may sell in a Regular Purchase, then in addition to such Regular Purchase, and subject to certain conditions and limitations in the LPC Purchase Agreement, we may direct Lincoln Park to make an “accelerated purchase” of an additional amount of Common Stock that may not exceed the lesser of (i) 300% of the number of shares purchased pursuant to the corresponding Regular Purchase and (ii) 30% of the total number of shares of our Common Stock traded on The Nasdaq Capital Market during a specified period on the applicable purchase date as set forth in the Purchase Agreement. Under certain circumstances and in accordance with the Purchase Agreement, the Company may direct Lincoln Park to purchase shares in multiple accelerated purchases on the same trading day.

The Purchase Agreement prohibits us from issuing or selling to Lincoln Park under the Purchase Agreement: (i) in excess of 6,688,588 shares of our Common Stock (the “Exchange Cap”), unless we obtain stockholder approval to issue shares in excess of the Exchange Cap or the average price of all applicable sales of our Common Stock to Lincoln Park under the LPC Purchase Agreement equal or exceed the lower of (a) the Nasdaq Official Closing Price (as defined in the Purchase Agreement) immediately preceding the execution of the LPC Purchase Agreement or (b) the average of the five Nasdaq Official Closing Prices for the Common Stock immediately preceding the execution of the LPC Purchase Agreement, as adjusted in accordance with the rules of The Nasdaq Capital Market, and (ii) any shares of our Common Stock if those shares, when aggregated with all other shares of our Common Stock then beneficially owned by Lincoln Park and its affiliates would result in Lincoln Park and its affiliates having beneficial ownership of more than 9.99% of the then total outstanding shares of our Common Stock.

The LPC Purchase Agreement does not limit our ability to raise capital from other sources at our sole discretion, except that we may not enter into any equity line or similar transaction for 36 months, other than an “at-the-market” offering. The LPC Purchase Agreement and the Registration Rights Agreement contain customary representations, warranties and agreements of us and Lincoln Park, indemnification rights and other obligations of the parties. We have the right to terminate the Purchase Agreement at any time on one business day’s notice to Lincoln Park, at no cost to us.

As consideration for entering into the Purchase Agreement, we issued 437,828 shares of our Common Stock to Lincoln Park (the “LPC Commitment Shares”). We will not receive any cash proceeds from the issuance of the LPC Commitment Shares. Also pursuant to the LPC Purchase Agreement, Lincoln Park agreed to an initial purchase of 1,000,000 shares of our Common Stock for an aggregate purchase price of $1,000,000 or $1.00 per share. Lincoln Park has covenanted not to cause or engage in any manner whatsoever, any direct or indirect short selling or hedging of our shares of Common Stock.

The LPC Offering is being made pursuant to our effective Registration Statement on Form S-3 (File No. 333-227236) (the “Registration Statement”), which was previously filed with the SEC on September 7, 2018, and declared effective by the SEC on October 12, 2018, and the prospectus supplement related to the offering filed with the SEC on September 8, 2020. Pursuant to the Registration Rights Agreement, under certain circumstances, if the Registration Statement is no longer available for use with respect to the offering, we will be required to file additional registration statement(s).

During September 2020, the Company sold and issued an aggregate of 2.0 million shares, including the LPC Commitment Shares, under the LPC Purchase Agreement, receiving approximately $1.5 million in gross proceeds. The Company has sold and issued an aggregate of 0.6 million shares under the LPC Purchase Agreement, receiving approximately $0.4 million in gross proceeds under the LPC Purchase Agreement subsequent to September 30, 2020 through the date of this Quarterly Report on Form 10-Q. As of September 30, 2020, the Company has approximately $24.5 million available under the LPC Purchase Agreement.

Stock-Based Compensation

9 Months Ended

Sep. 30, 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, the Company’s 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 shares of common stock 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”). At the 2020 Annual Stockholders Meeting of the Company held on June 15, 2020, stockholders approved an amendment to the 2018 Plan, as previously amended, whereby the Company increased the number of shares of common stock available by 2,500,000 to a total of 6,400,000 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 the Nasdaq Capital Market 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 is 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.

A summary of stock option awards and restricted stock grants for the nine-months ended September 30, 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		654,000		$	3.48		429,855		$	1.16

Options exercised		(140,864	)	$	2.64

Vested and issued		-		$	-		(434,105	)	$	1.16

Equity awards forfeited, cancelled, or expired		(192,803	)	$	2.23		(3,500	)	$	1.59

Equity awards outstanding at September 30, 2020		4,652,475		$	2.77		1,000		$	1.59		8.0

Aggregate intrinsic value of outstanding equity awards at September 30, 2020	$	–				$	730

Equity awards exercisable at September 30, 2020		3,220,997		$	2.85							7.6

Aggregate intrinsic value of equity awards exercisable at September 30, 2020	$	–

As of September 30, 2020, there was a total of 6,505,924 shares of Celsion common stock reserved for issuance under the 2018 Plan which were comprised of 4,513,471 shares of Celsion common stock subject to equity awards previously granted under the 2018 Plan and 2007 Plan and 1,992,453 shares of Celsion common stock available for future issuance under the 2018 Plan. As of September 30, 2020, there was a total of 140,004 shares of Celsion common stock subject to outstanding inducement awards.

Total compensation cost related to stock options and restricted stock awards amounted to $417,476 and $453,680 for the three-month periods ended September 30, 2020 and 2019, respectively. Of these amounts, $164,035 and $188,264 was charged to research and development during the three-month periods ended September 30, 2020 and 2019, respectively, and $253,441 and $265,416 was charged to general and administrative expenses during the three-month periods ended September 30, 2020 and 2019, respectively.

Total compensation cost related to stock options and restricted stock awards amounted to $1,448,202 and $1,767,522 for the nine-month periods ended September 30, 2020 and 2019, respectively. Of these amounts, $542,157 and $668,058 was charged to research and development during the nine-month periods ended September 30, 2020 and 2019, respectively, and $906,045 and $1,099,464 was charged to general and administrative expenses during the nine-month periods ended September 30, 2020 and 2019, respectively.

As of September 30, 2020, there was $1.9 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 1.3 years. The weighted average grant date fair values of the stock options granted was $3.07 and $1.86 during the nine-month periods ended September 30, 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 the consolidated financial statements for the year ended December 31, 2019.

During 2020, the Company received gross proceeds of $371,895 from the issuance of 140,864 shares of common stock upon exercise of stock option awards under the 2018 Plan. All stock options were exercised under previously established 10b-5 plans. No stock options were exercised in 2019.

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:

	Nine Months Ended September 30,
	2020		2019
Risk-free interest rate	0.66% to 1.33	%	1.69% - 2.65	%
Expected volatility	100.4% to 104.8	%	101.3 -106.2	%
Expected life (in years)	8.0 to 10.0		6.5 - 9.2
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

9 Months Ended

Sep. 30, 2020

Hercules Warrant [Member]

Earn-out Milestone Liability

Note 13. Earn-out Milestone Liability

Pursuant to the Amended Asset Purchase Agreement entered by and between Company and EGWU, Inc in March 2019, payment of the earnout milestone liability related to the Ovarian Cancer Indication of $12.4 million was modified. The Company has the option to make a $7.0 million payment within 10 business days of achieving the milestone; or make a payment of $12.4 million in cash, common stock of the Company, or a combination of either, within one year of achieving the milestone.

As of September 30, 2020, June 30, 2020 and December 31, 2019, the Company fair valued the earn-out milestone liability at $7.1 million, $6.0 million, and $5.7 million, respectively, and recognized a non-cash charge of $1.1 and $1.4 million for the three-month and nine-month periods ended September 30, 2020, respectively. In assessing the earnout milestone liability at September 30, 2020, the Company fair valued each of the two payment options per the Amended Asset Purchase Agreement and weighted them at 50% and 50% probability for the $7.0 million and the $12.4 million payments, respectively, and at September 30, 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 September 30, 2019, June 30, 2019, and December 31, 2018, the Company fair valued the earn-out milestone liability at $5.8 million, $5.9 million and $8.9 million, respectively and recognized a non-cash benefit of $0.1 million and $3.1 million for the three and nine-month periods ended September 30, 2019, respectively. In assessing the earnout milestone liability at September 30, 2019 and June 30, 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 nine-month period ended September 30, 2020:

Balance at January 1, 2020	$	5,717,709
Non-cash loss from the change in fair value		1,397,291
Balance at September 30, 2020	$	7,115,000

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

September 30, 2020		80	%		9	%	0.38 to 1.38 years
June 30, 2020		80	%		9	%	0.54 to 1.54 years
December 31, 2019		80	%		9	%	1.12 to 2.12 years

September 30, 2019		80	%		9	%	0.92 to 1.92 years
June 30, 2019		80	%		9	%	0.75 to 1.75 years
December 31, 2018		80	%		9	%	1.25 years

Warrants

9 Months Ended

Sep. 30, 2020

Warrants and Rights Note Disclosure [Abstract]

Warrants

Note 14. Warrants

Common Stock Warrants

Following is a summary of all warrant activity for the nine months ended September 30, 2020:

Warrants	Number of Warrants Issued			Weighted Average Exercise Price

Warrants outstanding at December 31, 2019		626,098		$	1.87
Warrants issued during the nine months ended September 30, 2020		3,522,525		$	1.21
Warrants cancelled during the nine months ended September 30, 2020		(95,057	)	$	2.63

Warrants outstanding at September 30, 2020		4,053,566		$	1.28

Aggregate intrinsic value of outstanding warrants at September 30, 2020	$	144,000

Schedule of weighted average exercise price and remaining contractual terms at September 30, 2020	Warrants provided to EGWU, Inc. (Note 13)		All other warrants

Number of warrants issued		200,000		3,853,566
Weighted average exercise price	$	0.01	$	1.35
Weighted average contractual terms remaining		No expiration		5.0 years

Leases

9 Months Ended

Sep. 30, 2020

Leases [Abstract]

Leases

Note 15. Leases

The Company maintains a lease, as amended, for its 10,870 square foot premises located in Lawrenceville, New Jersey which is currently set to expire September 1, 2023. Also, the Company maintains a lease for an 11,500 square foot premises located in Huntsville Alabama, which is currently set to expire in January 2023.

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 September 30, 2020:

	For the year ending December 31,
Remainder of 2020	$	131,863
2021		530,734
2022		535,579
2023		233,116
2024 and thereafter		-
Subtotal future lease payments		1,431,292
Less imputed interest		(186,581	)
Total lease liabilities	$	1,244,711

Weighted average remaining life		2.7 years

Weighted average discount rate		9.98	%

For the three-month and nine-month periods ended September 30, 2020, operating lease expense was $130,595 and $391,785, respectively and cash paid for operating leases included in operating cash flows was $131,863 and $393,947, respectively. For the three-month and nine-month periods ended September 30, 2019, operating lease expense was $130,595 and $391,785, respectively and cash paid for operating leases included in operating cash flows was $130,631 and $355,216, respectively.

Technology Development and Licensing Agreements

9 Months Ended

Sep. 30, 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

9 Months Ended

Sep. 30, 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 Company is a defendant in this derivative and putative class action lawsuit in the Superior Court of New Jersey, Chancery Division, filed by a shareholder against the Company (as both a class action defendant and nominal defendant), and certain of its officers and directors (the “Individual Defendants”), with the caption O’Connor v. Braun et al., Docket No. MER-C-000068-19 (the “Shareholder Action”). The Shareholder Action alleges breaches of the defendants’ fiduciary duties based on allegations that the defendants omitted or made improper statements when seeking shareholder approval of the 2018 Stock Incentive Plan. The Shareholder Action seeks, among other things, any damages sustained by the Company as a result of the defendants’ alleged wrongdoing, a declaratory judgment against all defendants invalidating the 2018 Stock Incentive Plan and declaring any awards made under the Plan invalid, rescinded, and subject to disgorgement, an order disgorging the equity awards granted to the Individual Defendants under the 2018 Stock Incentive Plan, and attorneys’ fees and costs. Without admitting the validity of any of the claims asserted in the Shareholder Action, or any liability with respect thereto, and expressly denying all allegations of wrongdoing, fault, liability, or damage against the Company and the Individual Defendants arising out of any of the conduct, statements, acts or omissions alleged, or that could have been alleged, in the Shareholder Action, the Company and the Individual Defendants have concluded that it is desirable that the claims be settled on the terms and subject to the conditions set forth in the Settlement Agreement. The Company and the Individual Defendants are entering into the Settlement Agreement for settlement purposes only and solely to avoid the cost and disruption of further litigation.

On April 24, 2020, the Company, the Individual Defendants, and the plaintiff (the “Parties”) entered into a Settlement Agreement and Release (the “Settlement Agreement”), which memorializes the terms of the Parties’ settlement of the Shareholder Action (the “Settlement”). The Settlement calls for repricing of certain stock options and payment of plaintiff legal fees of $187,500. On July 24, 2020, the Court issued an order approving the Parties’ proposed form of notice to shareholders regarding the Settlement. On August 3, 2020, the Company filed notice of the Settlement Agreement on Form 8-K as filed with the SEC. A hearing was held on September 8, 2020 whereby the Court issued a final approval approving the Settlement. Pursuant to the Settlement, the Company paid $187,500 on October 1, 2020.

On October 29, 2020, a putative securities class action was filed against the Company and certain of its officers and directors (the “Spar Individual Defendants”) in the United States District Court for the District of New Jersey, captioned Spar v. Celsion Corporation, et al., Case No. 1:20-cv-15228. The plaintiff alleges that the Company and Individual Defendants made false and misleading statements regarding one of the Company’s product candidates, ThermoDox®, and brings claims for damages under Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder against all Defendants, and under Section 20(a) of the Exchange Act of 1934 against the Spar Individual Defendants. The Company believes that the case is without merit and intend to defend it vigorously. Due to the early stage of the case, neither the likelihood that a loss, if any, will be realized, nor an estimate of the possible loss or range of loss, if any, can be determined.

On October 13, 2020, we received notice from The Nasdaq Stock Market (“Nasdaq”) that the closing bid price for our common stock had been below $1.00 per share for the previous 30 consecutive business days, and that we are therefore not in compliance with the minimum bid price requirement for continued inclusion on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) (the “Rule”). Nasdaq’s notice has no immediate effect on the listing or trading of our common stock on The Nasdaq Capital Market. The notice indicates that we will have 180 calendar days, until April 12, 2021, to regain compliance with this requirement. We can regain compliance with the $1.00 minimum bid listing requirement if the closing bid price of our common stock is at least $1.00 per share for a minimum of ten (10) consecutive business days during the 180-day compliance period. If we do not regain compliance during the initial compliance period, we may be eligible for additional time to regain compliance. To qualify, we will be required to meet the continued listing requirement for market value of our publicly held shares and all other Nasdaq initial listing standards, except the bid price requirement, and will need to provide written notice to Nasdaq of our intention to cure the deficiency during the second compliance period. If we meet these requirements, we expect that Nasdaq will grant us an additional 180 calendar days to regain compliance with the minimum bid price requirement. If it appears to Nasdaq that we will not be able to cure the deficiency, or if we are otherwise not eligible, we expect that Nasdaq will notify us that our common stock will be subject to delisting. We will have the right to appeal a determination to delist our common stock, and our common stock would remain listed on The Nasdaq Capital Market until the completion of the appeal process. We intend to actively monitor the minimum bid price of our common stock and may, as appropriate, consider available options to regain compliance with the Rule.

Investment in Debt Securities Available for Sale (Tables)

9 Months Ended

Sep. 30, 2020

Investments, Debt and Equity Securities [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:

	September 30, 2020				December 31, 2019
	Cost		Fair Value		Cost		Fair Value
Short-term investments
Investments in debt securities	$	-	$	-	$	7,943,108	$	7,985,886
Total	$	-	$	-	$	7,943,108	$	7,985,886

	September 30, 2020				December 31, 2019
	Cost		Fair Value		Cost		Fair Value
Short-term investment maturities
Within 3 months	$	-	$	-	$	7,943,108	$	7,985,886
Total	$	-	$	-	$	7,943,108	$	7,985,886

Summary of Investment Securities Gross Unrealized Gains (Losses)

	September 30, 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		Fair Value		Unrealized Holding Gains

Investments in debt securities with unrealized Gains	$	-	$	-	$	7,985,886	$	42,778
Total	$	-	$	-	$	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 September 30,
	2020		2019
Interest and dividends accrued and paid	$	2,857	$	116,371
Realized gains		7,257		58,068
Investment income, net	$	10,114	$	174,439

	Nine Months Ended September 30,
	2020		2019
Interest and dividends accrued and paid	$	66,029	$	364,414
Realized gains		53,354		68,418
Investment income, net	$	119,383	$	432,832

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 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 September 30, 2020
Corporate debt securities, available for sale	$	—	$	—	$	—		$	—

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

Liabilities:

Recurring items as of September 30, 2020
Earn-out milestone liability (Note 13)	$	7,115,000	$	—	$	—		$	7,115,000

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

Intangible Assets (Tables)

9 Months Ended

Sep. 30, 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 September 30,
2021	$	170,489
2022 and thereafter		—
Total	$	170,489

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 nine-month period ended September 30, 2020:

	IPR&D			Goodwill		Covenant Not To Compete
For the nine-months ended September 30, 2020
Balance at January 1, 2020, net	$	15,736,491		$	1,976,101	$	340,976
Amortization		-			-		(170,487	)
Impairment charge		(2,370,257	)		-		-
Balance at September 30, 2020, net	$	13,366,234		$	1,976,101	$	170,489

Other Accrued Liabilities (Tables)

9 Months Ended

Sep. 30, 2019

Payables and Accruals [Abstract]

Schedule of Other Accrued Liabilities

Other accrued liabilities at September 30, 2020 and December 31, 2019 include the following:

	September 30, 2020		December 31, 2019

Amounts due to contract research organizations and other contractual agreements	$	475,400	$	475,440
Accrued payroll and related benefits		1,368,118		1,604,541
Accrued professional fees		56,850		204,155
Other		19,411		19,411
Total	$	1,919,779	$	2,303,547

Notes and Loans Payable (Tables)

9 Months Ended

Sep. 30, 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 Amendment:

	As of September 30,
2021	$	476,190
2022		2,857,140
2023		1,666,670
2024 and thereafter		-
Subtotal of future principal payments		5,000,000
Unamortized debt issuance costs and end of term charges, net		43,463
Total	$	5,043,463

Stock-Based Compensation (Tables)

9 Months Ended

Sep. 30, 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 nine-months ended September 30, 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		654,000		$	3.48		429,855		$	1.16

Options exercised		(140,864	)	$	2.64

Vested and issued		-		$	-		(434,105	)	$	1.16

Equity awards forfeited, cancelled, or expired		(192,803	)	$	2.23		(3,500	)	$	1.59

Equity awards outstanding at September 30, 2020		4,652,475		$	2.77		1,000		$	1.59		8.0

Aggregate intrinsic value of outstanding equity awards at September 30, 2020	$	–				$	730

Equity awards exercisable at September 30, 2020		3,220,997		$	2.85							7.6

Aggregate intrinsic value of equity awards exercisable at September 30, 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:

	Nine Months Ended September 30,
	2020		2019
Risk-free interest rate	0.66% to 1.33	%	1.69% - 2.65	%
Expected volatility	100.4% to 104.8	%	101.3 -106.2	%
Expected life (in years)	8.0 to 10.0		6.5 - 9.2
Expected dividend yield	-	%	-	%

Earn-out Milestone Liability (Tables)

9 Months Ended

Sep. 30, 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 nine-month period ended September 30, 2020:

Balance at January 1, 2020	$	5,717,709
Non-cash loss from the change in fair value		1,397,291
Balance at September 30, 2020	$	7,115,000

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

September 30, 2020		80	%		9	%	0.38 to 1.38 years
June 30, 2020		80	%		9	%	0.54 to 1.54 years
December 31, 2019		80	%		9	%	1.12 to 2.12 years

September 30, 2019		80	%		9	%	0.92 to 1.92 years
June 30, 2019		80	%		9	%	0.75 to 1.75 years
December 31, 2018		80	%		9	%	1.25 years

Warrants (Tables)

9 Months Ended

Sep. 30, 2020

Warrants and Rights Note Disclosure [Abstract]

Summary of Warrant Activity

Following is a summary of all warrant activity for the nine months ended September 30, 2020:

Warrants	Number of Warrants Issued			Weighted Average Exercise Price

Warrants outstanding at December 31, 2019		626,098		$	1.87
Warrants issued during the nine months ended September 30, 2020		3,522,525		$	1.21
Warrants cancelled during the nine months ended September 30, 2020		(95,057	)	$	2.63

Warrants outstanding at September 30, 2020		4,053,566		$	1.28

Aggregate intrinsic value of outstanding warrants at September 30, 2020	$	144,000

Schedule of Weighted Average Remaining Contractual Terms

Schedule of weighted average exercise price and remaining contractual terms at September 30, 2020	Warrants provided to EGWU, Inc. (Note 13)		All other warrants

Number of warrants issued		200,000		3,853,566
Weighted average exercise price	$	0.01	$	1.35
Weighted average contractual terms remaining		No expiration		5.0 years

Leases (Tables)

9 Months Ended

Sep. 30, 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 September 30, 2020:

	For the year ending December 31,
Remainder of 2020	$	131,863
2021		530,734
2022		535,579
2023		233,116
2024 and thereafter		-
Subtotal future lease payments		1,431,292
Less imputed interest		(186,581	)
Total lease liabilities	$	1,244,711

Weighted average remaining life		2.7 years

Weighted average discount rate		9.98	%

Financial Condition and Business Plan (Details Narrative) - USD ($)		1 Months Ended			9 Months Ended	12 Months Ended
	Aug. 28, 2020	Sep. 30, 2020	Jun. 30, 2020	Jun. 30, 2018	Sep. 30, 2020	Dec. 31, 2019	Dec. 31, 2018
Cumulated net losses		$ (308,988,189)			$ (308,988,189)	$ (290,516,780)
Cash and cash equivalents		18,339,728			18,339,728	6,875,273
Horizon Credit Agreement [Member] \| Horizon Technology Finance Corporation [Member]
Proceeds from new capital				$ 10,000,000
Debt instrument face amount	$ 10,000,000
Horizon Credit Agreement [Member] \| Horizon Technology Finance Corporation [Member] \| London Interbank Offered Rate (LIBOR) [Member]
Debt instrument, interest rate				7.625%
Amendment to Horizon Credit Agreement [Member] \| Horizon Technology Finance Corporation [Member]
Repayment of loans	5,000,000
Debt instrument face amount	5,000,000
Debt instrument related end term charges	$ 200,000
New Jersey [Member]
Net proceeds from sale of net operating losses		$ 2,000,000	$ 2,000,000			13,000,000	$ 13,000,000
Proceeds from new capital						12,200,000	$ 12,200,000
New Jersey [Member] \| Capital on DemandTM Sales Agreement [Member] \| Jones Trading Institutional Services, LLC [Member]
Net proceeds from sale of net operating losses					10,800,000
Proceeds from sales of net operating losses						$ 200,000
New Jersey [Member] \| LPC Purchase Agreement [Member] \| Lincoln Park Capital Fund, LLC [Member] \| Maximum [Member]
Net proceeds from sale of net operating losses					$ 24,500,000

Net Loss Per Common Share (Details Narrative) - $ / shares	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Earnings Per Share [Abstract]
Number of shares of common stock issuable upon exercise of warrants and equity awards	8,507,041	4,598,990
Warrants exercise price	$ 0.01
Number of shares of common stock issued in calculation basic loss per share	200,000

Investment in Debt Securities Available for Sale (Details Narrative) - USD ($)	Sep. 30, 2020	Dec. 31, 2019
Short-term investments - Fair Value		$ 7,985,886
Corporate Debt Securities [Member]
Short-term investments - Fair Value		7,985,886
Short-term Investments [Member] \| Corporate Debt Securities [Member]
Short-term investments - Fair Value		$ 7,985,886

Investment in Debt Securities Available for Sale - Schedule of Cost, Fair Value and Maturities of Short Term Investments (Details) - USD ($)	Sep. 30, 2020	Dec. 31, 2019
Short-term investments - Cost		$ 7,943,108
Short-term investments - Fair Value		7,985,886
Short-term investment maturities - Within 3 months, cost		7,943,108
Total, cost		7,943,108
Short-term investment maturities - Within 3 months, fair value		7,985,886
Total, fair value		7,985,886
Corporate Debt Securities [Member]
Short-term investments - Cost		7,943,108
Short-term investments - Fair Value		$ 7,985,886

Investment in Debt Securities Available for Sale - Summary of Investment Securities Gross Unrealized Gains (Losses) (Details) - USD ($)	Sep. 30, 2020	Dec. 31, 2019
Fair Value Disclosures [Abstract]
Investments in debt securities with unrealized Gains, Less than 12 months , Fair Value		$ 7,985,886
Investment securities - available for sale, Fair Value		7,985,886
Investments in debt securities with unrealized Gains, Less than 12 months, Unrealized Holding Gains		42,778
Unrealized Holding Gains		$ 42,778

Investment 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		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Fair Value Disclosures [Abstract]
Interest and dividends accrued and paid	$ 2,857	$ 116,371	$ 66,029	$ 364,414
Realized gains	7,257	58,068	53,354	68,418
Investment income, net	$ 10,114	$ 174,439	$ 119,383	$ 432,832

Fair Value Measurements - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($)	Sep. 30, 2020	Dec. 31, 2019
Investment securities, available for sale		$ 7,985,886
Earn-out milestone liability	7,115,000	5,717,709
Corporate Debt Securities [Member]
Investment securities, available for sale		7,985,886
Fair Value, Measurements, Recurring [Member]
Earn-out milestone liability	7,115,000	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	7,115,000	5,717,709
Fair Value, Measurements, Recurring [Member] \| Corporate Debt Securities [Member]
Investment securities, available for sale		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		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 ($)		3 Months Ended		9 Months Ended		12 Months Ended
Intangible Assets (Details Narrative) - USD ($)	Dec. 31, 2016	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019	Dec. 31, 2018
Finite-lived intangible assets, net		$ 170,489		$ 170,489		$ 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]
Asset impairment charges, total							$ 7,000,000
Goodwill, acquisition				2,000,000
EGEN Inc [Member] \| Purchase Agreement [Member]
Finite-lived intangible assets acquired				$ 1,600,000
Finite-lived intangible asset, useful life				7 years
Amortization expense		56,829	$ 56,829	$ 170,487	$ 170,487
Finite-lived intangible assets, net		170,489		170,489
Finite-lived intangible assets, accumulated amortization		1,420,725		1,420,725
EGEN Inc [Member] \| Glioblastoma Multiforme Brain Cancer [Member]
Asset impairment charges, total		2,400,000				$ 2,400,000	$ 9,400,000
Non-cash charge		$ 2,400,000
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 ($)	Sep. 30, 2020	Dec. 31, 2019
Total	$ 170,489	$ 340,976
Noncompete Agreements [Member]
2021	170,489
2022 and thereafter
Total	$ 170,489	$ 340,976

Intangible Assets - Schedule of Fair Value of Assets Acquired (Details)	9 Months Ended
	Sep. 30, 2020 USD ($)
Intangible assets, beginning balance	$ 340,976
Intangible assets, ending balance	170,489
Noncompete Agreements [Member]
Intangible assets, beginning balance	340,976
Amortization	(170,487)
Impairment charge
Intangible assets, ending balance	170,489
IPR&D [Member]
Intangible assets, beginning balance	15,736,491
Amortization
Impairment charge	(2,370,257)
Intangible assets, ending balance	13,366,234
Goodwill [Member]
Intangible assets, beginning balance	1,976,101
Amortization
Impairment charge
Intangible assets, ending balance	$ 1,976,101

Other Accrued Liabilities - Schedule of Other Accrued Liabilities (Details) - USD ($)	Sep. 30, 2020	Dec. 31, 2019
Payables and Accruals [Abstract]
Amounts due to contract research organizations and other contractual agreements	$ 475,400	$ 475,440
Accrued payroll and related benefits	1,368,118	1,604,541
Accrued professional fees	56,850	204,155
Other	19,411	19,411
Total	$ 1,919,779	$ 2,303,547

Notes and Loans Payable (Details Narrative) - USD ($)						1 Months Ended	3 Months Ended		9 Months Ended
Notes and Loans Payable (Details Narrative) - USD ($)	Aug. 28, 2020	Jun. 22, 2020	May 26, 2020	Apr. 23, 2020	Jun. 27, 2018	Sep. 30, 2020	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
warrants exercise per share						$ 0.01	$ 0.01		$ 0.01
Debt financing fees						$ 43,463	$ 43,463		$ 43,463
Loan amount						$ 5,000,000	5,000,000		5,000,000
Common stock shares issued						2,000,000
Net proceeds from issuance of common stock						$ 1,500,000			20,250,426	$ 6,175,527
Initial Horizon Credit Agreement Amendment [Member]
Interest expense, debt, total							198,738	$ 252,144	685,913	760,615
Amortization of debt issuance costs							251,993	$ 97,458	444,786	$ 289,182
Common Stock [Member]
Common stock shares issued		2,666,667
Net proceeds from issuance of common stock		$ 9,100,000
Initial Horizon Credit Agreement [Member]
Proceeds from lines of credit, total					$ 10,000,000
Initial Horizon Credit Agreement [Member] \| Common Stock [Member]
Warrants exercisable					190,114
warrants exercise per share					$ 2.63
Warrants outstanding					95,057
Amendment to Horizon Credit Agreement [Member] \| Horizon Technology Finance Corporation [Member]
Repayment of loans	$ 5,000,000
Debt instrument related end term charges	200,000
Debt instrument face amount	$ 5,000,000
Debt instrument, interest rate terms	The obligations bear interest at a rate calculated based an amount by which the one-month LIBOR exceeds 2% plus 9.625%. In no event shall the interest rate be less than 9.625%. Payments pursuant to the Amendment are interest only for the first twelve (12) months after August 1, 2020, followed by a 21-month amortization period of principal and interest through the scheduled maturity date.
Debt instrument, end term fee	$ 275,000
Debt instrument, restrictive covenants	In addition, pursuant to the Amendment, Celsion has agreed to provide evidence to Horizon on or before March 31, 2021, that it has received aggregate cash proceeds of not less than $5 million from the sale of equity, debt, its New Jersey net operating losses, or a combination thereof, subsequent to the date of the Amendment.
Payment of debt extinguishment	$ 5,000,000
Debt instrument, unamortized discount	200,000					$ 109,706	$ 109,706		$ 109,706
Debt financing fees	5,000
New warrants fair value	$ 247,548
Amendment to Horizon Credit Agreement [Member] \| Horizon Technology Finance Corporation [Member] \| Common Stock [Member]
Warrants exercisable	247,525
warrants exercise per share	$ 1.01
Warrants cancelled	95,057
Amendment to Horizon Credit Agreement [Member] \| Horizon Technology Finance Corporation [Member] \| One-Month LIBOR Exceeds 2% Plus [Member]
Debt instrument interest rate	96.25%
April PPP Loan [Member] \| Silicon Valley Bank [Member]
Proceeds from loan				$ 632,220
Loan repayment date				May 13, 2020
PPP Loans [Member] \| Silicon Valley Bank [Member] \| Maximum [Member]
Loan amount				$ 2,000,000
May PPP Loan [Member] \| Silicon Valley Bank [Member]
Proceeds from loan			$ 692,530
Loan repayment date			Jun. 24, 2020
Interest accrued on loan			$ 577
May PPP Loan [Member] \| Silicon Valley Bank [Member] \| Promissory Note [Member]
Debt instrument face amount			$ 692,530

Notes and Loans Payable - Schedule of Future Principle Payments, Net of Unamortized Debt Discounts (Details)	Sep. 30, 2020 USD ($)
Debt Disclosure [Abstract]
2021	$ 476,190
2022	2,857,140
2023	1,666,670
2024 and thereafter
Subtotal of future principal payments	5,000,000
Unamortized debt issuance costs, net	43,463
Total	$ 5,043,463

Stockholders' Equity (Details Narrative) - USD ($)						1 Months Ended		2 Months Ended	3 Months Ended	9 Months Ended		12 Months Ended
Stockholders' Equity (Details Narrative) - USD ($)	Sep. 08, 2020	Jun. 22, 2020	Feb. 27, 2020	Dec. 04, 2018	Aug. 31, 2018	Sep. 30, 2020	Sep. 30, 2018	Mar. 05, 2020	Sep. 30, 2020	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019	Dec. 31, 2018	Mar. 12, 2020
Shelf registration statement amount							$ 75,000,000
Stock issued during period, shares, new issues						2,000,000
Proceeds from issuance of common stock						$ 1,500,000				$ 20,250,426	$ 6,175,527
Warrants exercise price						$ 0.01			$ 0.01	$ 0.01
Common Stock [Member]
Stock issued during period, shares, new issues		2,666,667
Proceeds from issuance of common stock		$ 9,100,000
2019 Aspire Purchase Agreements [Member]
Aggregate offering price, additions					$ 15,000,000							$ 10,000,000
Aggregate offering price, term					24 months							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
2018 Aspire Purchase Agreements [Member]
Stock issued during period, shares, new issues												3,300,000	100,000
Proceeds from issuance of common stock												$ 6,300,000	$ 200,000
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	2,100,000		500,000
Proceeds from issuance of common stock									$ 300,000	$ 4,300,000		$ 1,000,000
Aggregate value available for issuance						$ 10,800,000			$ 10,800,000	10,800,000
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
Underwriting Agreement [Member] \| Underwritten Offering [Member]
Stock issued during period, shares, new issues		2,666,667
Proceeds from issuance of common stock		$ 9,100,000
Shares issued, price per share		$ 3.75
Shares purchased, price per share		3.4875
Underwriting discount price per share		$ 0.2625
Percentage of underwriting discount on public offering price		0.70%
LPC Purchase Agreement [Member] \| Lincoln Park Capital Fund, LLC [Member]
Stock issued during period, shares, new issues	26,000,000								600,000
Proceeds from issuance of common stock									$ 400,000
Aggregate value available for issuance						$ 24,500,000			$ 24,500,000	$ 24,500,000
Sale of stock, description of transaction	If we direct Lincoln Park to purchase the maximum number of shares of Common Stock we then may sell in a Regular Purchase, then in addition to such Regular Purchase, and subject to certain conditions and limitations in the LPC Purchase Agreement, we may direct Lincoln Park to make an "accelerated purchase" of an additional amount of Common Stock that may not exceed the lesser of (i) 300% of the number of shares purchased pursuant to the corresponding Regular Purchase and (ii) 30% of the total number of shares of our Common Stock traded on The Nasdaq Capital Market during a specified period on the applicable purchase date as set forth in the Purchase Agreement. Under certain circumstances and in accordance with the Purchase Agreement, the Company may direct Lincoln Park to purchase shares in multiple accelerated purchases on the same trading day.
Equity method investment, ownership percentage	9.99%
LPC Purchase Agreement [Member] \| Exchange Cap of Common Stock [Member] \| Lincoln Park Capital Fund, LLC [Member]
Stock issued during period, shares, new issues	6,688,588
LPC Purchase Agreement [Member] \| LPC Commitment Shares [Member] \| Lincoln Park Capital Fund, LLC [Member]
Stock issued during period, shares, new issues	437,828
LPC Purchase Agreement [Member] \| Common Stock [Member] \| Lincoln Park Capital Fund, LLC [Member]
Stock issued during period, shares, new issues	1,000,000
Aggregate offering price	$ 1,000,000
Shares issued, price per share	$ 1.00
Regular Purchase Share Limit [Member] \| Lincoln Park Capital Fund, LLC [Member] \| Maximum [Member]
Stock issued during period, shares, new issues	400,000

Stock-Based Compensation (Details Narrative) - USD ($)		3 Months Ended		9 Months Ended		12 Months Ended
Stock-Based Compensation (Details Narrative) - USD ($)	Feb. 19, 2019	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019	Jun. 15, 2020
Gross proceeds from issuance of common stock upon exercise of stock option				$ 371,895
Shares of common stock issued upon exercise of stock option
Non-Vested Stock-Based Compensation Arrangements [Member]
Inducement option grant, exercise price per share				$ 3.07	$ 1.86
Unrecognized compensation cost related to non-vested stock based compensation		$ 1,900,000		$ 1,900,000
Stock based compensation cost expected to be recognized, weighted average period				1 year 3 months 19 days
Equity Stock Awards [Member] \| Granted Under 2018 Plan and 2007 Plan [Member]
Number of shares reserved for future issuance		4,513,471		4,513,471
Inducement Awards [Member]
Number of shares reserved for future issuance		140,004		140,004
Stock Options and Restricted Stock Awards [Member]
Compensation cost		$ 417,476	$ 453,680	$ 1,448,202	$ 1,767,522
Stock Options and Restricted Stock Awards [Member] \| Research and Development Expense [Member]
Compensation cost		164,035	188,264	542,157	668,058
Stock Options and Restricted Stock Awards [Member] \| General and Administrative Expense [Member]
Compensation cost		$ 253,441	$ 265,416	$ 906,045	$ 1,099,464
Common Stock [Member]
Shares of common stock issued upon exercise of stock option				140,864
2018 Stock Incentive Plan [Member]
Equity awards, number of stock authorized		2,700,000		2,700,000
Number of shares reserved for future issuance		6,505,924		6,505,924
2018 Stock Incentive Plan [Member] \| Minimum [Member]
Number of equity awards available for future issuance		1,200,000		1,200,000			2,500,000
2018 Stock Incentive Plan [Member] \| Maximum [Member]
Number of equity awards available for future issuance		3,900,000		3,900,000			6,400,000
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		1,992,453		1,992,453
2018 Plan [Member] \| Common Stock [Member]
Gross proceeds from issuance of common stock upon exercise of stock option				$ 371,895
Shares of common stock issued upon exercise of stock option				140,864
2019 Bonus Program [Member] \| Common Stock [Member]
Number of shares issued		429,855		429,855
Annual bonus awards, percentage				50.00%

Stock-Based Compensation - Summary of Stock Option and Restricted Stock Awards (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2020	Dec. 31, 2019
Number Outstanding, Options exercised
Stock Options [Member]
Number Outstanding, Outstanding, Beginning Balance	4,332,142
Number Outstanding, Equity awards granted	654,000
Number Outstanding, Options exercised	(140,864)
Number Outstanding, Vested and issued
Number Outstanding, Forfeited, cancelled or expired	(192,803)
Number Outstanding, Ending Balance	4,652,475	4,332,142
Number Outstanding, Equity awards exercisable	3,220,997
Weighted Average Exercise Price, Outstanding, Beginning Balance	$ 2.63
Weighted Average Exercise Price, Equity awards granted	3.48
Weighted Average Exercise Price, Options exercised	2.64
Weighted Average Exercise Price, Vested and issued
Weighted Average Exercise Price, Forfeited, cancelled or expired	2.23
Weighted Average Exercise Price, Outstanding, Ending Balance	2.77	$ 2.63
Weighted Average Exercise Price, Equity awards exercisable	$ 2.85
Aggregate Intrinsic Value, Outstanding, Ending Balance
Aggregate Intrinsic Value, Exercisable
Restricted Stock [Member]
Weighted Average Remaining Contractual Term (years), Outstanding, Ending Balance	8 years
Weighted Average Remaining Contractual Term (years), Equity awards exercisable	7 years 7 months 6 days
Number Outstanding, Non-vested stock awards outstanding, Beginning Balance	8,750
Number Outstanding, Non-vested stock awards outstanding, Equity awards granted	429,855
Number Outstanding, Non-vested stock awards outstanding, Options exercised
Number Outstanding, Non-vested stock awards outstanding, Vested and issued	(434,105)
Number Outstanding, Non-vested stock awards outstanding, Forfeited	(3,500)
Number Outstanding, Non-vested stock awards outstanding, Ending Balance	1,000	8,750
Weighted Average Grant Date Fair Value, Non-vested stock awards, Beginning Balance	$ 1.59
Weighted Average Grant Date Fair Value, Non-vested stock awards, Granted	1.16
Weighted Average Grant Date Fair Value, Non-vested stock awards, Options exercised
Weighted Average Grant Date Fair Value, Non-vested stock awards, Vested and issued	1.16
Weighted Average Grant Date Fair Value, Non-vested stock awards, Forfeited	1.59
Weighted Average Grant Date Fair Value, Non-vested stock awards, Ending Balance	$ 1.59	$ 1.59
Aggregate Intrinsic Value, Outstanding, Non-vested stock awards, Ending Balance	$ 730

Stock-Based Compensation - Schedule of Assumptions Used to Determine Fair Value of Options Granted (Details)	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Risk-free interest rate, minimum	0.66%	1.69%
Risk-free interest rate, maximum	1.33%	2.65%
Expected volatility, minimum	100.40%	101.30%
Expected volatility, maximum	104.80%	106.20%
Expected dividend yield	0.00%	0.00%
Minimum [Member]
Expected life (in years)	8 years	6 years 6 months
Maximum [Member]
Expected life (in years)	10 years	9 years 2 months 12 days

Earn-out Milestone Liability (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended				9 Months Ended
	Mar. 31, 2019	Sep. 30, 2020	Mar. 31, 2020	Sep. 30, 2019	Mar. 31, 2019	Sep. 30, 2020	Sep. 30, 2019	Jun. 30, 2020	Dec. 31, 2019	Jun. 30, 2019	Dec. 31, 2018
Payments for earnout milestone liability	$ 7,000,000
Payments for earnout milestone liability in cash	12,400,000
Gain (loss) from change in fair value of earn out milestone liability						$ 1,397,291
Fair Value Earnout Milestone Liability [Member]
Earnout milestone liability		$ 7,100,000		$ 5,800,000		7,100,000	$ 5,800,000	$ 6,000,000	$ 5,700,000	$ 5,900,000	$ 8,900,000
Gain on non-cash benefit		$ 1,100,000		$ 100,000		$ 1,400,000	$ 3,100,000
Fair Value Earnout Milestone Liability [Member] \| Payment Option One [Member]
Risk adjusted assessment of each milestone		50.00%		80.00%		50.00%	80.00%
Fair Value Earnout Milestone Liability [Member] \| Payment Option Two [Member]
Risk adjusted assessment of each milestone		50.00%		20.00%		50.00%	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
EGWU, Inc [Member]
Payments for earnout milestone liability	$ 12,400,000

Earn-out Milestone Liability - Schedule of Changes in Earn-out Milestone Liability (Details)	9 Months Ended
	Sep. 30, 2020 USD ($)
Hercules Warrant [Member]
Earn-out liabilities, beginning balance	$ 5,717,709
Non-cash loss from the change in fair value	1,397,291
Earn-out liabilities, ending balance	$ 7,115,000

Earn-out Milestone Liability - Schedule of Risk Adjustment Assessment (Details)	6 Months Ended		9 Months Ended		12 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019	Dec. 31, 2018
Risk-adjustment Assessment of achieving each Milestone	80.00%	80.00%	80.00%	80.00%	80.00%	80.00%
Discount Rate	9.00%	9.00%	9.00%	9.00%	9.00%	9.00%
Estimated Time to Achieve						1 year 2 months 30 days
Minimum [Member]
Estimated Time to Achieve	6 months 14 days	9 months	4 months 17 days	11 months 1 day	1 year 1 month 13 days
Maximum [Member]
Estimated Time to Achieve	1 year 6 months 14 days	1 year 9 months	1 year 4 months 17 days	1 year 11 months 1 day	2 years 1 month 13 days

Warrants - Summary of Warrant Activity (Details)	9 Months Ended
Warrants - Summary of Warrant Activity (Details)	Sep. 30, 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	3,522,525
Number of Warrants Issued, Warrants cancelled \| shares	(95,057)
Number of Warrants Issued, Warrants Outstanding, Ending Balance \| shares	4,053,566
Weighted Average Exercise Price, Warrants Outstanding, Beginning Balance \| $ / shares	$ 1.87
Weighted Average Exercise Price, Warrants Issued \| $ / shares	1.21
Weighted Average Exercise Price, Warrants cancelled \| $ / shares	2.63
Weighted Average Exercise Price, Warrants Outstanding, Ending Balance \| $ / shares	$ 1.28
Aggregate Intrinsic Value of Outstanding Warrants \| $	$ 144,000

Warrants - Schedule of Weighted Average Remaining Contractual Terms (Details)	9 Months Ended
	Sep. 30, 2020 $ / shares shares
Number of Warrants Issued	3,522,525
All Other Warrants [Member]
Number of Warrants Issued	3,853,566
Weighted Average Exercise Price \| $ / shares	$ 1.35
Weighted Average Contractual Terms Remaining (in years)	5 years
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)		3 Months Ended		9 Months Ended
Leases (Details Narrative)	Jan. 02, 2019 USD ($)	Sep. 30, 2020 USD ($) ft²	Sep. 30, 2019 USD ($)	Sep. 30, 2020 USD ($) ft²	Sep. 30, 2019 USD ($)	Dec. 31, 2019 USD ($)
ROU asset	$ 400,000	$ 1,147,062		$ 1,147,062		$ 1,431,640
Operating lease liabilities	1,900,000	1,244,711		1,244,711
Increased ROU asset	$ 1,800,000
Operating lease expense		130,595	$ 130,595	393,947	$ 355,216
Operating lease costs		131,863	$ 130,631	393,947	$ 355,216
Accounting Standards Update 2016-02 [Member]
ROU asset		1,400,000		1,400,000
Operating lease liabilities		1,500,000		1,500,000
Other liabilities		$ 100,000		$ 100,000
Lawrenceville, New Jersey [Member]
Area of land \| ft²		10,870		10,870
Lease expiration date				Sep. 01, 2023
Huntsville Alabama [Member]
Area of land \| ft²		11,500		11,500
Lease expiration date				Jan. 31, 2023

Leases - Schedule of Lease Payments and Maturity of Our Operating Lease Liabilities (Details) - USD ($)	Sep. 30, 2020	Jan. 02, 2019
Leases [Abstract]
Remainder of 2020	$ 131,863
2021	530,734
2022	535,579
2023	233,116
2024 and thereafter
Subtotal future lease payments	1,431,292
Less imputed interest	(186,581)
Total lease liabilities	$ 1,244,711	$ 1,900,000
Weighted average remaining life	2 years 8 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

Commitments and Contingencies (Details Narrative) - USD ($)	Oct. 13, 2020	Oct. 02, 2020	Apr. 24, 2020
Payment of legal fees			$ 187,500
Subsequent Event [Member]
Payments for legal settlements		$ 187,500
Subsequent Event [Member] \| Minimum [Member]
Closing bid price of common stock	$ 1.00
Closing bid price of common stock, description	On October 13, 2020, we received notice from The Nasdaq Stock Market ("Nasdaq") that the closing bid price for our common stock had been below $1.00 per share for the previous 30 consecutive business days, and that we are therefore not in compliance with the minimum bid price requirement for continued inclusion on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) (the "Rule"). Nasdaq's notice has no immediate effect on the listing or trading of our common stock on The Nasdaq Capital Market. The notice indicates that we will have 180 calendar days, until April 12, 2021, to regain compliance with this requirement. We can regain compliance with the $1.00 minimum bid listing requirement if the closing bid price of our common stock is at least $1.00 per share for a minimum of ten (10) consecutive business days during the 180-day compliance period. If we do not regain compliance during the initial compliance period, we may be eligible for additional time to regain compliance. To qualify, we will be required to meet the continued listing requirement for market value of our publicly held shares and all other Nasdaq initial listing standards, except the bid price requirement, and will need to provide written notice to Nasdaq of our intention to cure the deficiency during the second compliance period. If we meet these requirements, we expect that Nasdaq will grant us an additional 180 calendar days to regain compliance with the minimum bid price requirement.