0001493152-22-013522 | 10-Q | XBRL Viewer

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Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2022	May 13, 2022
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2022
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--12-31
Entity File Number	001-15911
Entity Registrant Name	CELSION CORPORATION
Entity Central Index Key	0000749647
Entity Tax Identification Number	52-1256615
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	997 Lenox Drive
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Lawrenceville
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	08648
City Area Code	(609)
Local Phone Number	896-9100
Title of 12(b) Security	Common stock, par value $0.01 per share
Trading Symbol	CLSN
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		7,098,741

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 28,362,139	$ 19,586,272
Investment in debt securities - available for sale, at fair value	12,943,814	29,803,095
Accrued interest receivable on investment securities	15,646	108,844
Advances and deposits on clinical programs and other current assets	2,544,885	2,447,413
Total current assets	43,866,484	51,945,624
Property and equipment (at cost, less accumulated depreciation and amortization)	487,530	477,011
Other assets:
Money market investments, restricted cash	6,000,000	6,000,000
Deferred income tax asset		1,383,446
In-process research and development, net	13,366,234	13,366,234
Operating lease right-of-use assets, net	562,377	690,995
Deposits and other assets	58,761	183,489
Total other assets	19,987,372	21,624,164
Total assets	64,341,386	74,046,799
Current liabilities:
Accounts payable – trade	3,473,524	2,547,251
Other accrued liabilities	2,283,513	3,173,537
Operating lease liability - current portion	516,545	548,870
Deferred revenue - current portion	375,000	500,000
Total current liabilities	6,648,582	6,769,658
Earn-out milestone liability	5,396,000	5,396,000
Notes payable – non-current portion, net of deferred financing costs	5,899,776	5,854,461
Operating lease liability - non-current portion	131,819	230,749
Total liabilities	18,076,177	18,250,868
Commitments and contingencies
Stockholders’ equity:
Preferred Stock - $0.01 par value (100,000 shares authorized, and no shares issued or outstanding at March 31, 2022 and December 31, 2021)
Common stock - $0.01 par value (112,500,000 shares authorized; 5,770,489 and 5,770,538 shares issued at March 31, 2022 and December 31, 2021, respectively; and 5,770,467 and 5,770,516 shares outstanding at March 31, 2022 and December 31, 2021, respectively)	57,705	57,705
Additional paid-in capital	389,595,593	388,600,979
Accumulated other comprehensive loss	(58,978)	(7,974)
Accumulated deficit	(343,243,923)	(332,769,591)
Total stockholders’ equity before treasury stock	46,350,397	55,881,119
Treasury stock, at cost (22 shares at March 31, 2022 and December 31, 2021)	(85,188)	(85,188)
Total stockholders’ equity	46,265,209	55,795,931
Total liabilities and stockholders’ equity	$ 64,341,386	$ 74,046,799

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	100,000	100,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	112,500,000	112,500,000
Common stock, shares issued	5,770,489	5,770,538
Common stock, shares outstanding	5,770,467	5,770,516
Treasury stock, shares	22	22

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Income Statement [Abstract]
Technology development and licensing revenue	$ 125,000	$ 125,000
Operating expenses:
Research and development	3,095,420	2,571,573
General and administrative	2,871,557	2,936,771
Total operating expenses	5,966,977	5,508,344
Loss from operations	(5,841,977)	(5,383,344)
Other income (expense):
Loss from change in valuation of earn-out milestone liability		(151,000)
Investment income	12,104	2,411
Interest expense on preferred stock	(4,551,567)
Interest expense on loan facility	(94,690)	(157,614)
Other income	1,798	544
Total other income (expense), net	(4,632,355)	(305,659)
Net loss	$ (10,474,332)	$ (5,689,003)
Net loss per common share
Basic and diluted	$ (1.82)	$ (3.31)
Weighted average shares outstanding
Basic and diluted	5,770,467	1,720,290

Condensed Consolidated Statements of Comprehensive loss (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Income Statement [Abstract]
Net loss	$ (10,474,332)	$ (5,689,003)
Changes in:
Reclassification of realized loss on debt securities recognized in investment income, net	2,338
Unrealized (loss) gain on investment securities	(53,342)	1,785
Other comprehensive (loss) income	(51,004)	1,785
Comprehensive loss	$ (10,525,336)	$ (5,687,218)

- Definition

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

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+ Details

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Cash flows from operating activities:
Net loss	$ (10,474,332)	$ (5,689,003)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	173,989	190,595
Change in fair value of earn-out milestone liability		151,000
Recognition of deferred revenue	(125,000)	(125,000)
Stock-based compensation	994,614	1,579,326
Deferred income tax asset	1,383,446	1,845,823
Amortization of deferred finance charges and debt discount associated with notes payable	45,315	37,301
Net changes in:
Accrued interest on investment securities	93,198
Receivable on sale of net operating losses		(1,845,823)
Advances, deposits, and other current assets	27,256	17,500
Accounts payable and accrued liabilities	(95,006)	(898,581)
Net cash used in operating activities:	(7,976,520)	(4,736,862)
Cash flows from investing activities:
Purchases of investment securities	(2,966,723)	(14,998,260)
Proceeds from sale and maturity of investment securities	19,775,000
Purchases of property and equipment	(55,890)	(126,597)
Net cash provided by (used in) investing activities	16,752,387	(15,124,857)
Cash flows from financing activities:
Proceeds from redeemable convertible preferred stock offering	28,500,000
Payment upon redemption of redeemable convertible preferred stock	(28,500,000)
Proceeds from sale of common stock equity, net of issuance costs		38,943,478
Proceeds from exercise of common stock warrants		1,508,666
Proceeds from exercise of options to purchase common stock		4,725
Net cash provided by financing activities		40,456,869
Net change in cash, cash equivalents and restricted cash	8,775,867	20,595,150
Cash, cash equivalents and restricted cash at beginning of period	25,586,272	17,164,177	$ 17,164,177
Cash, cash equivalents and restricted cash at end of period	34,362,139	37,759,327	$ 25,586,272
Supplemental disclosures of cash flow information:
Interest paid on note payable and redemption of convertible redeemable preferred stock	(4,211,856)	(120,313)
Cash paid for amounts included in measurement of lease liabilities:
Operating cash flows from lease payments	149,573	130,595
Realized and unrealized (losses) gains, net, on investment securities	$ (51,004)	$ 1,785

Statements of Changes in Stockholders' Equity (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Treasury Stock [Member]	AOCI Attributable to Parent [Member]	Retained Earnings [Member]	Total
Beginning Balance at Dec. 31, 2020	$ 27,134	$ 330,669,476	$ (85,188)		$ (312,000,341)	$ 18,611,081
Beginning Balance, shares at Dec. 31, 2020	2,713,402		22
Net loss					(5,689,003)	(5,689,003)
Realized and unrealized gains and losses, net, on investments securities				1,785		1,785
Stock-based compensation expense		1,579,326				1,579,326
Sale of equity through equity financing facilities	$ 22,063	38,921,415				38,943,478
Sale of equity through equity financing facilities, shares	2,206,272
Shares issued upon exercise of common stock warrants, net of fees	$ 811	1,507,855				1,508,666
Shares issued upon exercise of common stock warrants, net of fees	81,111
Shares issued upon exercise of options to purchase common stock	$ 5	4,720				4,725
Shares issued upon exercise of options to purchase common stock, shares	500
Ending Balance at Mar. 31, 2021	$ 50,013	372,682,792	$ (85,188)	1,785	(317,689,344)	54,960,058
Ending Balance, shares at Mar. 31, 2021	5,001,285		22
Beginning Balance at Dec. 31, 2020	$ 27,134	330,669,476	$ (85,188)		(312,000,341)	18,611,081
Beginning Balance, shares at Dec. 31, 2020	2,713,402		22
Ending Balance at Dec. 31, 2021	$ 57,705	388,600,979	$ (85,188)	(7,974)	(332,769,591)	55,795,931
Ending Balance, shares at Dec. 31, 2021	5,770,516		22
Net loss					(10,474,332)	(10,474,332)
Net effect of reverse stock split	(49)
Realized and unrealized gains and losses, net, on investments securities				(51,004)		(51,004)
Stock-based compensation expense		994,614				994,614
Ending Balance at Mar. 31, 2022	$ 57,505	$ 389,595,593	$ (85,188)	$ (58,978)	$ (343,243,923)	$ 46,265,209
Ending Balance, shares at Mar. 31, 2022	5,770,467		22

Business Description

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Business Description

Note 1. Business Description

Celsion Corporation (“Celsion” and the “Company”) is a fully integrated, clinical stage biotechnology company focused on advancing a portfolio of innovative treatments including DNA-based immunotherapies, next generation vaccines and directed chemotherapies through clinical trials and eventual commercialization. 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 under investigator-sponsored development for several cancer indications. Celsion has two feasibility stage platform technologies for the development of novel nucleic acid-based immunotherapies and next generation vaccines and other anti-cancer DNA or RNA therapies. Both are novel synthetic, non-viral vectors with demonstrated capability in nucleic acid cellular transfection.

Basis of Presentation

3 Months Ended

Mar. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [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 subsidiaries, CLSN Laboratories, Inc. and Celsion, GmbH, 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. During the quarter, there have been no changes to the Company’s accounting policies. 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 periods ended March 31, 2022 and 2021 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 consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the Securities and Exchange Commission (SEC) on March 31, 2022.

The preparation of financial statements in conformity with GAAP requires management to make judgments, estimates, and assumptions that affect the amount reported in the Company’s financial statements and accompanying notes. Actual results could differ materially from those estimates. Events and conditions arising subsequent to the most recent balance sheet date have been evaluated for their possible impact on the financial statements and accompanying notes. The Company continues to monitor the impact of the COVID-19 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 pandemic is discussed in more detail in Note 3 to the financial statements.

Financial Condition and Business Plan

3 Months Ended

Mar. 31, 2022

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 March 31, 2022, the Company has incurred approximately $343 million of cumulative net losses. As of March 31, 2022, the Company had $47.3 million in cash and cash equivalents, short-term investments, interest receivable and restricted cash. The Company has substantial future capital requirements to continue its research and development activities and advance its 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.

In January 2020, the World Health Organization 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 200 countries, including the U.S. 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 during 2021 or thus far in 2022 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 U.S. and worldwide resulting from the ongoing COVID-19 pandemic. The disruptions caused by COVID-19 may also disrupt the clinical trials process and enrollment of patients. This may delay commercialization efforts. The Company 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 the 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.

On July 13, 2020, the Company announced that it has received a recommendation from the independent DMC to consider stopping the global Phase III OPTIMA Study of ThermoDox^®in combination with RFA for the treatment of 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. On February 11, 2021, the Company issued a letter to shareholders stating that the Company was notifying all clinical sites to discontinue following patients in the OPTIMA Study.

Since 2018, the Company has annually 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 New Jersey 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 cumulative New Jersey NOLs from 2011 to 2018 totalling $13 million and received net proceeds of $12.2 million. As part of the Technology Business Tax Certificate Program, the Company sold $1.5 million and $2.0 million of its New Jersey NOLs in 2021 and 2020, respectively. The sale of these net operating losses resulted in net proceeds to the Company of approximately $1.4 million in 2021 and $1.9 million in 2020. During 2021, the New Jersey State Legislature increased the maximum lifetime benefit per company from $15 million to $20 million, which will allow the Company to participate in this funding program in future years for up to an additional $3.5 million in net operating losses under this maximum lifetime benefit.

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 24 months through July 2020, followed by a 21-month amortization period of principal and interest starting on August 1, 2020 and ending through the scheduled maturity date on April 1, 2023. 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 11 to the Financial Statements, in June 2021, the Company entered into a $10 million loan facility with Silicon Valley Bank (“SVB”). The Company immediately used $6 million from this facility to retire all outstanding indebtedness with Horizon and deposited $6 million with SVB as restricted cash as discussed in more detail in Note 5. The remaining $4 million under the SVB loan facility (“SVB Loan Facility”) will be available to be drawn down up to 12 months after closing. The funding is in the form of money market secured indebtedness bearing interest at a calculated WSJ Prime-based variable rate (currently 3.25%). Payments under the loan agreement are interest only for the first 24 months after loan closing, followed by a 24-month amortization period of principal and interest through the scheduled maturity date.

With $47.3 million in cash and cash equivalents, short-term investments, interest receivable and restricted cash, coupled with $7.0 million of gross proceeds received in a registered direct offering in April 2022 and approximately $3.5 million of future planned sales of the Company’s State of New Jersey net operating losses, the Company believes it has sufficient capital resources to fund its operations into the second quarter of 2025.

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 New Jersey NOLs 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. See Note 12 for a discussion of the Company’s issuance and redemption of Series A Preferred Stock and Series B Preferred Stock as well as receiving gross proceeds of $7.0 million dollars through selling approximately 1.3 million shares of common stock in a registered direct offering during April 2022.

New Accounting Pronouncements

3 Months Ended

Mar. 31, 2022

Accounting Changes and Error Corrections [Abstract]

New Accounting Pronouncements

Note 4. New Accounting Pronouncements

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

In connection with the upcoming elimination of the London Inter-bank Offered Rate, (“LIBOR”) and other reference interest rates, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) Facilitation of the Effects of Reference Reform on Financial Reporting. ASU 2020-04, which is available for contract modifications and hedging relationship modifications entered into or evaluated before December 31, 2022, provides certain practical expedients related to simplifying the accounting for contract modifications resulting from the change in terms from LIBOR to a new required interest rate benchmark. The Company does not believe this pronouncement will have a material impact on its consolidated financial statements.

In May 2021, the FASB issued ASU No. 2021-04, “Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of the FASB Emerging Issues Task Force)”. This ASU is intended to clarify and reduce diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options that remain equity classified after modification or exchange. The guidance clarifies whether an issuer should account for a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as: (1) an adjustment to equity and, if so, the related earnings per share effects, if any, or (2) an expense and, if so, the manner and pattern of recognition. The amendments in this ASU affect all entities that issue freestanding written call options that are classified in equity. The amendments do not apply to modifications or exchanges of financial instruments that are within the scope of another Topic and do not affect a holder’s accounting for freestanding call options. The amendments in this ASU are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. Early adoption is permitted for all entities, including adoption in an interim period. The Company adopted this standard during the first quarter of 2022. The adoption of ASU 2021-04 did not have an impact on the Company’s consolidated financial statements since the Company has not modified its freestanding call options.

- 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

Restricted Cash

3 Months Ended

Mar. 31, 2022

Receivables [Abstract]

Restricted Cash

Note 5. Restricted Cash

As a condition of the $10 million SVB Loan Facility entered into on June 18, 2021 as further discussed in Note 11, the Company is required at all times to maintain on deposit with SVB as cash collateral in a segregated money market bank account in the name of the Company, unrestricted and unencumbered cash (other than a lien in favor of SVB) in an amount of at least 100% of the aggregate outstanding amount of the SVB loan facility. SVB may restrict withdrawals or transfers by or on behalf of the Company that would violate this requirement. The required reserve totalled $6.0 million as of March 31, 2022 and December 31, 2021. This amount is presented in part as restricted cash in other non-current assets on the accompanying condensed consolidated balance sheets.

The following table reconciles cash and cash equivalents and restricted cash per the balance sheet to the condensed statements of cash flows:

	March 31, 2022		December 31, 2021
Cash and cash equivalents	$	28,362,139	$	19,586,272
Money market investments, restricted		6,000,000		6,000,000
Total	$	34,362,139	$	25,586,272

Net Loss per Common Share

3 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

Net Loss per Common Share

Note 6. 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 836,097 and 611,181 shares for the three-month periods ended March 31, 2022 and 2021, respectively. For the three-month periods ended March 31, 2022 and 2021, 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 first three months of 2022 or 2021.

Investment in Debt Securities-Available for Sale

3 Months Ended

Mar. 31, 2022

Investments, Debt and Equity Securities [Abstract]

Investment in Debt Securities-Available for Sale

Note 7. Investment in Debt Securities-Available for Sale

Investments in debt securities available for sale with a fair value of $12,943,814 and $29,803,095 as of March 31, 2022 and December 31, 2021, respectively, which consisted of U.S. Treasury securities and corporate debt securities. These investments are valued at estimated fair value, with unrealized gains and losses reported as a separate component of stockholders’ equity in accumulated other comprehensive loss.

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

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

	March 31, 2022				December 31, 2021
	Cost		Fair Value		Cost		Fair Value
Short-term investments
U.S. Treasury securities	$	10,005,175	$	9,946,424	$	14,786,982	$	14,778,705
Corporate debt securities		2,997,617		2,997,390		15,024,087		15,024,390
Total	$	13,002,792	$	12,943,814	$	29,811,069	$	29,803,095

	March 31, 2022				December 31, 2021
	Cost		Fair Value		Cost		Fair Value
Short-term investment maturities
Within 3 months	$	2,997,617	$	2,997,390	$	19,798,177	$	19,799,835
Between 3-12 months		10,005,175		9,946,424		10,012,892		10,003,260
Total	$	13,002,792	$	12,943,814	$	29,811,069	$	29,803,095

The following table shows the Company’s investment in debt securities available for sale gross unrealized gains (losses) and fair value by investment category and length of time that individual securities have been in a continuous unrealized loss position at March 31, 2022 and December 31, 2021. The Company has reviewed individual securities to determine whether a decline in fair value below the amortizable cost basis is other than temporary.

	March 31, 2022					December 31, 2021
Available for sale securities (all unrealized holding gains and losses are less than 12 months at date of measurement)	Fair Value		Unrealized Holding Gains (Losses)			Fair Value		Unrealized Holding Gains (Losses)

Investments in debt securities with unrealized gains	$	-	$	-		$	8,999,580	$	3,499
Investments in debt securities with unrealized losses		12,943,814		(58,978	)		20,803,515		(11,473	)
Total	$	12,943,814	$	(58,978	)	$	29,803,095	$	(7,974	)

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

Summary of Investment Income

	2022			2021
	Three Months Ended March 31,
	2022			2021
Interest and dividends accrued and paid	$	14,442		$	2,411
Realized losses		(2,338	)		–
Investment income net	$	12,104		$	2,411

Fair Value Measurements

3 Months Ended

Mar. 31, 2022

Fair Value Measurements

Fair Value Measurements

Note 8. Fair Value Measurements

FASB 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, other current assets, 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 is determined by relying on the securities’ relationship to other benchmark quoted securities and classified its investments as Level 2 items in both 2022 and 2021. 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 three-months ended March 31, 2021 or during the year ended December 31, 2021. 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 14).

Assets and liabilities measured at fair value are summarized below:

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

Recurring items as of March 31, 2022
Corporate debt securities, available for sale	$	12,943,814	$	–	$	–	$	12,943,814

Non-recurring items as of March 31, 2022
In-process R&D (Note 9)	$	13,366,234	$	–	$	–	$	13,366,234

Recurring items as of December 31, 2021
Corporate debt securities, available for sale	$	29,803,095	$	–	$	–	$	29,803,095

Non-recurring items as of December 31, 2021
In-process R&D (Note 9)	$	13,366,234	$	–	$	–	$	13,366,234

Liabilities:

Recurring items as of March 31, 2022
Earn-out milestone liability (Note 14)	$	5,396,000	$	–	$	–	$	5,396,000

Recurring items as of December 31, 2021
Earn-out milestone liability (Note 14)	$	5,396,000	$	–	$	–	$	5,396,000

Intangible Assets

3 Months Ended

Mar. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

Note 9. Intangible Assets

In June 2014, the Company completed the acquisition of substantially all of the assets of EGEN, Inc., an Alabama corporation (“EGEN”), which changed its company name to EGWU, Inc. after the closing of the acquisition (the “EGEN Acquisition”). 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 March 31, 2022, the Company evaluated the IPR&D for the ovarian cancer indication. As part of the valuation analysis, the fair value of the intangible assets was estimated by discounting forecasted risk adjusted cash flows at a rate that approximated the cost of capital of a market participant. Management’s forecast of future cash flows was based on the income approach. Significant estimates, all of which are considered Level 3 inputs, were used in the fair value methodology, including the Company’s forecast regarding its future operations and likeliness of obtaining approval to sell its products, as well as other market conditions. Changes in these estimates could change the forecasted cash flows attributed to the IPR&D which could have a significant impact on the fair value of these assets. Based on this valuation analysis, the Company concluded that it is not more than likely that the asset is impaired as of March 31, 2022. As such, no impairment charges for IPR&D related to the ovarian cancer indication were recorded during the first quarter of 2022.

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 would 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 during the three-month period ended March 31, 2021. The carrying value of the Covenant Not to Compete was fully amortized in 2021.

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 the Company’s third quarter ended September 30 or sooner if the Company believes indicators of impairment exist. Due to the continuing slowdown in investment in 2021 by public capital markets in the biotech industry and its impact on market capitalization rates in this sector, Goodwill was reviewed for impairment as of December 31, 2021. Based on this assessment, Company concluded that Goodwill was impaired. As of December 31, 2021, the Company wrote off the $2.0 million carrying value of this asset, thereby recognizing a non-cash charge of $2.0 million in the fourth quarter of 2021.

Following is a summary of the net fair value of the assets acquired in the EGEN asset acquisition for the three-month period ended March 31, 2022:

	IPR&D
For the three-months ended March 31, 2022
Balance at January 1, 2022, net	$	13,366,234
Impairment		-
Balance at March 31, 2002, net	$	13,366,234

Accrued Liabilities

3 Months Ended

Mar. 31, 2022

Payables and Accruals [Abstract]

Accrued Liabilities

Note 10. Accrued Liabilities

Other accrued liabilities at March 31, 2022 and December 31, 2021 include the following:

Schedule of Other Accrued Liabilities

	March 31, 2022		December 31, 2021
Amounts due to contract research organizations and other contractual agreements	$	1,289,356	$	1,401,356
Accrued payroll and related benefits		849,178		1,636,727
Accrued interest		17,417		16,792
Accrued professional fees		96,150		87,250
Other		31,412		31,412
Total	$	2,283,513	$	3,173,537

Notes Payable

3 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

Notes Payable

Note 11. Notes Payable

The SVB Loan Facility

On June 18, 2021, the Company entered into a $10 million loan facility (the “SVB Loan Facility”) with Silicon Valley Bank (“SVB”). Celsion immediately used $6 million from the SVB Loan Facility to retire all outstanding indebtedness with Horizon Technology Finance Corporation as further discussed below. Concurrently with this transaction, the Company used $6.0 million of other available funds to establish a restricted cash account which serves as security for the SVB Loan Facility. The remaining $4 million will be available to be drawn down up to 12 months after closing and will be used for working capital and to fund the advancement of the Company’s product pipeline, including GEN-1 for the treatment of newly diagnosed advanced ovarian cancer, as well as other strategic initiatives intended to broaden its product pipeline.

The SVB Loan Facility is in the form of money market secured indebtedness bearing interest at a calculated WSJ Prime-based variable rate (currently 3.25%). A final payment equal to 3% of the total $10 million commitment amount is due upon maturity or prepayment of the SVB Loan Facility. There was no facility commitment fee and no stock or warrants were issued to SVB. Payments under the loan agreement are interest only for the first 24 months after loan closing, followed by a 24-month amortization period of principal and interest through the scheduled maturity date.

In connection with the SVB Loan Facility, the Company incurred financing fees and expenses totalling $243,370 which is recorded and classified as debt discount and are being amortized as interest expense using the effective interest method over the life of the loan. Also, in connection with the SVB Loan Facility, the Company is required to pay an end-of-term fee equal to 3.0% of the original loan amount at time of maturity. Therefore, these amounts totalling $300,000 are being amortized as interest expense using the effective interest method over the life of the loan. During the three-month period ended March 31, 2022, the Company incurred interest expense of $49,375 and amortized $45,315 as interest expense for debt discounts and end-of-term fee in connection with the SVB Financing Facility.

Following is a schedule of future principal payments, net of unamortized debt discounts and amortized end-of-term fee, due on the SVB Loan Facility:

	For the year ending March 31,
2023	$	–
2024		2,250,000
2025		3,000,000
2026 and thereafter		750,000
Subtotal of future principal payments		6,000,000
Unamortized debt premium, net		(100,224	)
Total	$	5,899,776

Horizon Credit Agreement

On June 27, 2018, the Company entered into a loan agreement with Horizon Technology Finance Corporation (“Horizon”) that provided $10 million in new capital (the “Horizon Credit Agreement”). The Company drew down $10 million upon closing of the Horizon Credit Agreement on June 27, 2018. On August 28, 2020, Horizon and the Company amended the Horizon Credit Agreement (the “Horizon Amendment”) whereby Celsion repaid $5 million of the loan’s principal with $5 million of the loan remaining outstanding.

On June 18, 2021, as a condition of entering into the SVB Loan Facility, the Company paid the remaining outstanding principal balance, an early termination fee and the end of term charges in full satisfaction of the Horizon Credit Agreement, as amended. Following is a schedule of the amounts paid to Horizon on June 18, 2021.

Schedule of Debt


Principal balance at June 18, 2021	$	5,000,000
Early termination fees		150,000
End of term charges		275,000
Total	$	5,425,000

As an initial fee in connection with the Horizon Credit Agreement, Celsion issued Horizon warrants exercisable for a total of 12,674 shares of Celsion’s common stock (the “Existing Warrants”) at a per share exercise price of $39.45. The Existing Warrants were immediately exercisable for cash or by net exercise from the date of grant and will expire after ten years from the date of grant. Pursuant to the Horizon Amendment, one-half of the aggregate Existing Warrants, exercisable for a total of 6,337 shares of Celsion’s common stock, were canceled, and Celsion issued Horizon new warrants exercisable at a per share exercise price equal to $15.15 for a total of 16,501 shares of Celsion’s common stock (the “New Warrants”). The New Warrants were immediately exercisable for cash or by net exercise from the date of grant and will expire after ten years from the date of grant. The remaining 6,337 Existing Warrants issued in connection with the Horizon Credit Agreement remain outstanding at a per share exercise price of $39.45.

The Company valued the warrants issued to Horizon using the Black-Scholes option pricing model and recorded as of the respective issuance dates a total of $507,116 for the Existing Warrants and $247,548 for the New Warrants as a direct deduction from the debt liability, consistent with the presentation of debt discounts, which was amortized as interest expense using the effective interest method over the life of the loan until the loan was terminated on June 18, 2021.

During the three-month period ended March 31, 2021, the Company incurred $120,313 in interest expense and amortized $37,301 as interest expense for debt discounts and end of term charges in connection with the Horizon Credit Agreement.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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+ Details

Stockholders’ Equity

3 Months Ended

Mar. 31, 2022

Equity [Abstract]

Stockholders’ Equity

Note 12. 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) 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 during January 2021, was fully utilized.

On March 19, 2021, the Company filed with the SEC a new $100 million shelf registration statement on Form S-3 (the “2021 Registration Statement”) 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 March 30, 2021.

Reverse Stock Split

On February 28, 2022, the Company effected a 15-for-1 reverse stock split of its common stock which was made effective for trading purposes as of the commencement of trading on March 1, 2022. As of that date, each 15 shares of issued and outstanding common stock and equivalents was consolidated into one share of common stock. All shares have been restated to reflect the effects of the 15-for-1 reverse stock split. In addition, at the market open on March 1, 2022, the Company’s common stock started trading under a new CUSIP number 15117N602 although the Company’s ticker symbol, CLSN, remained unchanged.

The reverse stock split was previously approved by the Company’s stockholders at the 2022 Special Meeting held on February 24, 2022, and the Company subsequently filed a Certificate of Amendment to its Certificate of Incorporation to effect the stock consolidation. The primary reasons for the reverse stock split and the amendment were:

	●	To provide the Company with the ability to support its future anticipated growth and would provide greater flexibility to consider and respond to future business opportunities and needs as they arise, including equity financings and stock-based acquisitions of new technology and product development candidates. The availability of additional shares of Common Stock would permit the Company to undertake certain of the foregoing actions without delay and expense associated with holding a Special Meeting of Stockholders to obtain stockholder approval each time such an opportunity arises that would require the issuance of shares of our Common Stock; and,

	●	To continue listing on The NASDAQ Capital Market, which requires that the Company comply with the applicable listing requirements under NASDAQ Marketplace Rules, which requirements include, among others, a minimum bid price of at least $1.00 per share. On December 2, 2021, the Company received a letter from NASDAQ indicating that the closing bid price of the Company’s Common Stock fell below $1.00 per share for the previous 30 consecutive business days, and that the Company was therefore not in compliance with the minimum bid price requirement for continued inclusion on The NASDAQ Capital Market. The Company had 180 calendar days, until May 31, 2022, to regain compliance with this requirement, which occurs when the closing bid price of the Company’s Common Stock is at least $1.00 per share for a minimum of ten consecutive business days during the 180-day compliance period.

Immediately prior to the reverse stock split, the Company had 86,557,736 shares of common stock outstanding which consolidated into 5,770,467 shares of the Company’s common stock. No fractional shares were issued in connection with the reverse stock split. Holders of fractional shares have been paid out in cash for the fractional portion with the Company’s overall exposure for such payouts consisting of a nominal amount. The amount of the Company’s outstanding convertible preferred stock were not affected by the reverse stock split. The number of outstanding options, stock awards and warrants were adjusted accordingly, with outstanding options and stock awards being reduced from approximately 6.6 million to approximately 0.4 million and outstanding warrants being reduced from approximately 2.5 million to approximately 0.2 million.

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.

During 2020, the Company sold and issued an aggregate of 0.3 million shares under the Capital on Demand Agreement, receiving approximately $6.2 million in gross proceeds. During 2021, the Company has sold 0.5 million shares under the Capital on Demand Agreement, receiving approximately $6.9 million in gross proceeds under the Capital on Demand Agreement. The Company has not sold any shares under the Capital on Demand Agreement in 2022.

January 2021 Registered Direct Offering

On January 22, 2021, the Company entered into a Securities Purchase Agreement (the “January 2021 Purchase Agreement”) with several institutional investors, pursuant to which the Company issued and sold, in a registered direct offering (the “January 2021 Offering”), an aggregate of 1,728,395 shares of the Company’s common stock at an offering price of $20.25 per share for gross proceeds of approximately $35 million before the deduction of the January 2021 Placement Agents (as defined below) fee and offering expenses. The closing of the January 2021 Offering occurred on January 26, 2021.

In connection with the January 2021 Offering, the Company entered into a placement agent agreement with A.G.P./Alliance Global Partners (“AGP,” and together with Brookline Capital Markets, the “January 2021 Placement Agents”) pursuant to which the Company agreed to pay the January 2021 Placement Agents a cash fee equal to 7% of the aggregate gross proceeds raised from the sale of the securities sold in the January 2021 Offering and reimburse the January 2021 Placement Agents for certain of their expenses in an amount not to exceed $82,500.

March 2021 Registered Direct Offering

On March 31, 2021, the Company entered into a Securities Purchase Agreement (the “March 2021 Purchase Agreement”) with several institutional investors, pursuant to which the Company issued and sold, in a registered direct offering (the “March 2021 Offering”), an aggregate of 769,230 shares of the Company’s common stock, at an offering price of $19.50 per share for gross proceeds of approximately $15 million before the deduction of the placement agents fee and offering expenses. The closing of the offering occurred on April 5, 2021 and was accounted for in the second quarter of 2021.

In connection with the March 2021 Offering, the Company entered into a placement agent agreement (the “March 2021 Placement Agent Agreement”) with AGP, as lead placement agent (together with JonesTrading Institutional Services LLC and Brookline Capital Markets, a division of Arcadia Securities, LLC, serving as co-placement agents, the “March 2021 Placement Agents”), pursuant to which the Company agreed to pay the March 2021 Placement Agents an aggregate cash fee equal to 7% of the aggregate gross proceeds raised from the sale of the securities sold in the offering and reimburse the Placement Agents for certain of their expenses in an amount not to exceed $82,500.

Under the March 2021 Purchase Agreement and March 2021 Placement Agent Agreement, the Company and its subsidiaries were prohibited, for a period of 90 days after the closing, from entering into any agreement to issue or announcing any issuance or proposed issuance of common stock or any other securities that are at any time convertible into, or exercisable or exchangeable for, or otherwise entitle the holder thereof to receive common stock without the prior written consent of AGP or the investors participating in the offering. For purposes of this offering, AGP and the investors from the Company’s January 2021 Offering waived a similar 90-day restriction in the placement agent agreement and purchase agreement for that transaction.

Series A and Series B Convertible Redeemable Preferred Stock Offering

On January 10, 2022, the Company entered into a Securities Purchase Agreement (the “Preferred Stock Purchase Agreement”) with several institutional investors, pursuant to which the Company agreed to issue and sell, in concurrent registered direct offerings (the “Preferred Offerings”), (i) 50,000 shares of the Company’s Series A Convertible Redeemable Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), and (ii) 50,000 shares of the Company’s Series B Convertible Redeemable Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock” and together with the Series A Preferred Stock, the “Preferred Stock”), in each case at an offering price of $285 per share, representing a 5% original issue discount to the stated value of $300 per share, for gross proceeds of each Preferred Offering of $14.25 million, or approximately $28.50 million in the aggregate for the Preferred Offerings, before the deduction of the Placement Agent’s (as defined below) fee and offering expenses. The shares of Series A Preferred Stock have a stated value of $300 per share and are convertible, at a conversion price of $13.65 per share, into 1,098,901 shares of common stock (subject in certain circumstances to adjustments). The shares of Series B Preferred Stock have a stated value of $300 per share and are convertible, at a conversion price of $15.00 per share, into 1,000,000 shares of common stock (subject in certain circumstances to adjustments). The closing of the Preferred Offerings occurred on January 13, 2022.

The Company held a special meeting of stockholders to consider an amendment (the “Amendment”) to the Company’s Certificate of Incorporation, as amended (the “Charter”), to effect a reverse stock split of the outstanding shares of common stock (“Common Stock”) by a ratio to be determined by the Board of Directors of the Company (the “Reverse Stock Split”), ranging from 7-to-1 to, 10-to-1, 12-to-1 or 15-to-1. The investors of the Preferred Stock Purchase Agreement had agreed to not transfer, offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of the shares of the Preferred Stock until the Reverse Stock Split, to vote the shares of the Series A Preferred Stock purchased in the Preferred Offerings in favor of such Amendment and to vote the shares of the Series B Preferred Stock purchased in the Preferred Offerings in a manner that “mirrors” the proportions on which the shares of Common Stock (excluding any shares of Common Stock that are not voted) and Series A Preferred Stock are voted on the Reverse Stock Split and the Amendment.

Pursuant to the Preferred Stock Purchase Agreement, the Company filed two certificates of designation (the “Certificates of Designation”) with the Secretary of the State of Delaware designating the rights, preferences and limitations of the shares of Preferred Stock. The Certificates of Designation provided, in particular, that the Preferred Stock had no voting rights, other than the right to vote as a class on certain specified matters, except that (i) each share of Series A Preferred Stock had the right to vote, on an as converted basis, on the Reverse Stock Split (together with the Company’s Common Stock and the Series B Preferred Stock as a single class), and (ii) each share of Series B Preferred Stock had the right to cast 3,000 votes per share of Series B Preferred Stock on the Reverse Stock Split.

The holders of Preferred Stock were entitled to dividends, on an as-if converted basis, equal to dividends actually paid, if any, on shares of Common Stock. The Preferred Stock was convertible into shares of Common Stock at a rate of $13.65 per share for the Series A Preferred Stock and $15.00 per share for the Series B Preferred Stock, subject to adjustment. The Preferred Stock was convertible at the option of the holder at any time after the Company had received stockholder approval for the Reverse Stock Split and filed the requisite Amendment with the Delaware Secretary of State’s office to effectuate the Reverse Stock Split (the “Reverse Stock Split Date”), subject to beneficial ownership limitations set forth in the applicable Certificate of Designation. In addition, on or after the Reverse Stock Split Date, and subject to the satisfaction of certain conditions, the Company had the right to cause the holders of the Preferred Stock to convert their shares of Preferred Stock, subject to such beneficial ownership limitations.

Each holder of the Preferred Stock had the right to cause the Company to redeem all or part of their shares of the Preferred Stock from the earlier of receipt of stockholder approval of the Reverse Stock Split or of 90 days following the original issue date until 120 days following the original issue date, the “Redemption Date,” in cash at a redemption price equal to 105% of the stated value plus an amount equal to accumulated but unpaid dividends, if any, on such shares (whether or not earned or declared, but excluding interest on such dividends) up to, but excluding, the Redemption Date. In connection with the Preferred Offerings, the Company entered into a placement agent agreement (the “Placement Agent Agreement”) with AGP in which the Company paid $1,000,000 as a placement agent fee and $110,000 to reimburse AGP for certain expenses related to the Preferred Stock offering.

On March 3, 2022, the Company redeemed for cash at a price equal to 105% of the $300 stated value per share all of its 50,000 outstanding shares of Series A Preferred Stock and its 50,000 Series B Preferred Stock. As a result, all shares of the Preferred Stock have been retired and are no longer outstanding and the Company’s only class of outstanding stock is its common. Each share of common stock entitles the holder to one vote.

The Series A Preferred Stock and Series B Preferred Stock were recorded as a liability on the condensed consolidated balance sheet during the first quarter of 2022 until the preferred shares were redeemed during the same quarter. The Company recognized $4,551,567 as interest expense for the preferred shares during the first quarter of 2022, which was composed of: (a) $3,000,000 as the difference between the redemption price for the preferred shares and the net proceeds received from the issuance of the preferred shares, (b) $1,110,000 paid to AGP as a placement agent fee and reimbursement for certain expenses, and (c) $441,567 in legal fees recognized in the first quarter that were attributed to the preferred shares.

The Placement Agent Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and AGP, including for liabilities under the Securities Act, other obligations of the parties and termination provisions.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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+ Details

Stock-Based Compensation

3 Months Ended

Mar. 31, 2022

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

Note 13. Stock-Based Compensation

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

At the 2018 Annual Stockholders Meeting of the Company held on May 15, 2018, stockholders approved the Celsion Corporation 2018 Stock Incentive Plan (the “2018 Plan”). The 2018 Plan, as adopted, permits the granting of 180,000 shares of Celsion common stock as equity awards in the form of incentive stock options, nonqualified stock options, restricted stock, restricted stock units, stock appreciation rights, other stock awards, performance awards, or in any combination of the foregoing. At the 2019 Annual Stockholders Meeting of the Company held on May 14, 2019, stockholders approved an amendment to the 2018 Plan whereby the Company increased the number of common stock shares available by 80,000 to a total of 260,000 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 166,667 to a total of 426,667 under the 2018 Plan, as amended. At the 2021 Annual Stockholders Meeting of the Company held on June 10, 2021, stockholders approved an amendment to the 2018 Plan, as previously amended, whereby the Company increased the number of shares of common stock available by 513,333 to a total of 940,000 under the 2018 Plan, as amended.

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 September 28, 2018, and again 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 10,933 and 9,332 shares of Celsion common stock, respectively and (ii) inducement restricted stock awards (the “Inducement Stock Grants”) totaling 1,266 and 8,666 shares of Celsion common stock to five 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 $41.55 and $32.70 which represents the closing price of Celsion’s common stock as reported by Nasdaq on September 28, 2018 and February 19, 2019, respectively. Each Inducement Option Grant vests 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 of Inducement Stock Grant vested on the one-year anniversary of the employee’s first day of employment with the Company 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.

As of March 31, 2022, there were a total of 946,454 shares of Celsion common stock reserved for issuance under the 2018 Plan, which were comprised of 658,246 shares of Celsion common stock subject to equity awards previously granted under the 2018 Plan and 2007 Plan and 288,208 shares of Celsion common stock available for future issuance under the 2018 Plan. As of March 31, 2022, there were a total of 9,336 shares of Celsion common stock subject to outstanding inducement awards.

A summary of stock option awards and restricted stock grants for the three-months ended March 31, 2022 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, 2022		441,425	$	38.49		1,481	$	12.36

Equity awards granted		224,276	$	4.60		400	$	4.60

Equity awards outstanding at March 31, 2022		665,701	$	27.07		1,881	$	10.71		8.0

Aggregate intrinsic value of outstanding equity awards at March 31, 2022	$	103,167			$	20,145

Equity awards exercisable at March 31, 2022		419,559	$	33.22						7.5

Aggregate intrinsic value of equity awards exercisable at March 31, 2022	$	34,304

Total compensation cost related to stock options and restricted stock awards amounted to approximately $1.0 million and $1.6 million for the three-month periods ended March 31, 2022 and 2021, respectively. Of these amounts, $0.4 million and $0.6 million was charged to research and development during the three-month periods ended March 31, 2022 and 2021, respectively, and $0.6 million and $1.0 million was charged to general and administrative expenses during the three-month periods ended March 31, 2022 and 2021, respectively.

As of March 31, 2022, there was $1.7 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 1.2 years. The weighted average grant date fair values of the stock options granted was $4.16 and $2.03 during the three-month periods ended March 31, 2022 and 2021, respectively.

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

	Three Months Ended March 31,
	2022			2021
Risk-free interest rate		1.74	%		1.64 to 1.74	%
Expected volatility		108.5	%		106.8 to 112.5	%
Expected life (in years)		8.5 to 9.0			7.5 to 10.0
Expected dividend yield		-	%		-	%

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

Earn-Out Milestone Liability

3 Months Ended

Mar. 31, 2022

Earn-out Milestone Liability

Earn-Out Milestone Liability

Note 14. Earn-Out Milestone Liability

On March 28, 2019, the Company and EGWU, Inc. entered into an amendment to its purchase agreement (“Amended Asset Purchase Agreement”), whereby payment of the earnout milestone liability related to the Ovarian Cancer Indication of $12.4 million had been modified. The Company has the option to make the payment as follows:

a)	$7.0 million in cash within 10 business days of achieving the milestone; or
b)	$12.4 million in cash, common stock of the Company, or a combination of either, within one year of achieving the milestone.

As of March 31, 2022 and December 31, 2021, the Company fair valued the earn-out milestone liability at $5.4 million. In assessing the fair value of the earnout milestone liability at March 31, 2022, the Company considered each of the settlement provisions per the Amended Asset Purchase Agreement and equally weighted the probability of a cash or cash and common stock payment.

Warrants

3 Months Ended

Mar. 31, 2022

Warrants

Warrants

Note 15. Warrants

Following is a summary of all warrant activity for the three-months ended March 31, 2022:

Summary of Warrant Activity

Warrants	Number of Warrants Issued			Weighted Average Exercise Price

Warrants outstanding at December 31, 2021		175,792		$	20.96

Warrants expired during the three months ended March 31, 2022		(7,273	)	$	48.30

Warrants outstanding at March 31, 2022		168,519		$	19.78

Aggregate intrinsic value of outstanding warrants at March 31, 2022	$	-

Weighted average remaining contractual terms at March 31, 2022		3.8 years

Leases

3 Months Ended

Mar. 31, 2022

Leases

Leases

Note 16. Leases

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

In connection with the EGEN Asset Purchase Agreement in June 2014, the Company assumed the existing lease with another landlord for an 11,500 square foot premises located in Huntsville Alabama. In January 2018, the Company and the Huntsville landlord entered into a new 60-month lease which reduced the premises to 9,049 square feet with rent payments of approximately $18,100 per month. On June 9, 2021 and, as amended on July 7, 2021, the Company and the Huntsville landlord entered into a 22-month lease for an additional 2,197 square foot premises with rent payments of approximately $5,500 per month.

The Company 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.

Following is a table of the lease payments and maturity of our operating lease liabilities as of March 31, 2022:


Remainder of 2022	$	451,922
2023		238,609
2024 and thereafter		-
Subtotal future lease payments		690,531
Less imputed interest		(42,167	)
Total lease liabilities	$	648,364

Weighted average remaining life		1.2 years

Weighted average discount rate		9.98	%

For the three-month period ended March 31, 2022, operating lease expense was $146,936 and cash paid for operating leases included in operating cash flows was $149,573. For the three-month period ended March 31, 2021, operating lease expense was $130,595 and cash paid for operating leases included in operating cash flows was $131,863.

Technology Development and Licensing Agreements

3 Months Ended

Mar. 31, 2022

Technology Development And Licensing Agreements

Technology Development and Licensing Agreements

Note 17. 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, the Company signed a Technology Transfer, Manufacturing and Commercial Supply Agreement (“GEN-1 Agreement”) with Hisun to pursue an expanded partnership for the technology transfer relating to the clinical and commercial manufacture and supply of GEN-1, Celsion’s proprietary gene mediated, IL-12 immunotherapy, for the greater China territory, with the option to expand into other countries in the rest of the world after all necessary regulatory approvals are in effect. The GEN-1 Agreement will help to support supply for both ongoing and planned clinical studies in the U.S., and for potential future studies of GEN-1 in China. GEN-1 is currently being evaluated by Celsion in first line ovarian cancer patients.

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

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

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

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

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

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

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

Commitments and Contingencies

3 Months Ended

Mar. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 18. Commitments and Contingencies

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 U.S. 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 intends 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 possible loss or range of loss, if any, can be determined.

In February 2021, a derivative shareholder lawsuit was filed against the Company, as the nominal defendant, and certain of its directors and officers as defendants in the U.S. District Court for the District of New Jersey, captioned Fidler v. Michael H. Tardugno et al., Case No. 3:21-cv-02662. The plaintiff alleges breach of fiduciary duty and other claims arising out of alleged statements made by certain of the Company’s directors and/or officers regarding ThermoDox^®. The Company believes it has meritorious defenses to these claims and intends to vigorously contest this suit. Due to the early stage of the case neither the likelihood that a loss, if any, will be realized, nor an estimate of possible loss or range of loss, if any, can be determined.

In August 2021, a complaint regarding a corporate books and records demand was filed against the Company in the Court of Chancery of the State of Delaware, captioned Pacheco v. Celsion Corporation, Case No. 2021-0705. The plaintiff alleges he is entitled to inspect the Company’s books and records concerning the OPTIMA Study and other materials. The Company believes that the scope of the demand is without merit and intends 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 possible loss or range of loss, if any, can be determined.

Subsequent Events

3 Months Ended

Mar. 31, 2022

Subsequent Events [Abstract]

Subsequent Events

19. Subsequent Events

The Company has evaluated events subsequent to the date of the balance sheet through May 15, 2022.

On April 6, 2022, the Company entered into a Securities Purchase Agreement (the “April 2022 Purchase Agreement”) with several institutional investors, pursuant to which the Company agreed to issue and sell, in a registered direct offering (the “April 2022 Offering”), an aggregate of 1,328,274 shares of the Company’s common stock at an offering price of $5.27 per share for gross proceeds of $7.0 million before the deduction of the April 2022 Placement Agent (as defined below) fees and offering expenses. The April 2022 Purchase Agreement contains customary representations, warranties and agreements by the Company and customary conditions to closing. The closing of the April 2022 Offering occurred on April 8, 2022. In connection with the April 2022 Offering, the Company entered into a placement agent agreement with A.G.P./Alliance Global Partners (the “April 2022 Placement Agent”) pursuant to which the Company agreed to pay the April 2022 Placement Agent a cash fee equal to 6.5% of the aggregate gross proceeds raised from the sale of the securities sold in the April 2022 Offering and reimburse the April 2022 Placement Agent for certain of their expenses in an amount not to exceed $50,000.

Restricted Cash (Tables)

3 Months Ended

Mar. 31, 2022

Receivables [Abstract]

Schedule of Cash and Cash Equivalents and Restricted Cash

The following table reconciles cash and cash equivalents and restricted cash per the balance sheet to the condensed statements of cash flows:

	March 31, 2022		December 31, 2021
Cash and cash equivalents	$	28,362,139	$	19,586,272
Money market investments, restricted		6,000,000		6,000,000
Total	$	34,362,139	$	25,586,272

Investment in Debt Securities-Available for Sale (Tables)

3 Months Ended

Mar. 31, 2022

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:

	March 31, 2022				December 31, 2021
	Cost		Fair Value		Cost		Fair Value
Short-term investments
U.S. Treasury securities	$	10,005,175	$	9,946,424	$	14,786,982	$	14,778,705
Corporate debt securities		2,997,617		2,997,390		15,024,087		15,024,390
Total	$	13,002,792	$	12,943,814	$	29,811,069	$	29,803,095

	March 31, 2022				December 31, 2021
	Cost		Fair Value		Cost		Fair Value
Short-term investment maturities
Within 3 months	$	2,997,617	$	2,997,390	$	19,798,177	$	19,799,835
Between 3-12 months		10,005,175		9,946,424		10,012,892		10,003,260
Total	$	13,002,792	$	12,943,814	$	29,811,069	$	29,803,095

Summary of Investment Securities Gross Unrealized Gains (Losses)

	March 31, 2022					December 31, 2021
Available for sale securities (all unrealized holding gains and losses are less than 12 months at date of measurement)	Fair Value		Unrealized Holding Gains (Losses)			Fair Value		Unrealized Holding Gains (Losses)

Investments in debt securities with unrealized gains	$	-	$	-		$	8,999,580	$	3,499
Investments in debt securities with unrealized losses		12,943,814		(58,978	)		20,803,515		(11,473	)
Total	$	12,943,814	$	(58,978	)	$	29,803,095	$	(7,974	)

Summary of Investment Income

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

Summary of Investment Income

	2022			2021
	Three Months Ended March 31,
	2022			2021
Interest and dividends accrued and paid	$	14,442		$	2,411
Realized losses		(2,338	)		–
Investment income net	$	12,104		$	2,411

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2022

Fair Value Measurements

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

Assets and liabilities measured at fair value are summarized below:

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

Recurring items as of March 31, 2022
Corporate debt securities, available for sale	$	12,943,814	$	–	$	–	$	12,943,814

Non-recurring items as of March 31, 2022
In-process R&D (Note 9)	$	13,366,234	$	–	$	–	$	13,366,234

Recurring items as of December 31, 2021
Corporate debt securities, available for sale	$	29,803,095	$	–	$	–	$	29,803,095

Non-recurring items as of December 31, 2021
In-process R&D (Note 9)	$	13,366,234	$	–	$	–	$	13,366,234

Liabilities:

Recurring items as of March 31, 2022
Earn-out milestone liability (Note 14)	$	5,396,000	$	–	$	–	$	5,396,000

Recurring items as of December 31, 2021
Earn-out milestone liability (Note 14)	$	5,396,000	$	–	$	–	$	5,396,000

Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Fair Value of Assets Acquired

Following is a summary of the net fair value of the assets acquired in the EGEN asset acquisition for the three-month period ended March 31, 2022:

	IPR&D
For the three-months ended March 31, 2022
Balance at January 1, 2022, net	$	13,366,234
Impairment		-
Balance at March 31, 2002, net	$	13,366,234

Accrued Liabilities (Tables)

3 Months Ended

Mar. 31, 2022

Payables and Accruals [Abstract]

Schedule of Other Accrued Liabilities

Other accrued liabilities at March 31, 2022 and December 31, 2021 include the following:

Schedule of Other Accrued Liabilities

	March 31, 2022		December 31, 2021
Amounts due to contract research organizations and other contractual agreements	$	1,289,356	$	1,401,356
Accrued payroll and related benefits		849,178		1,636,727
Accrued interest		17,417		16,792
Accrued professional fees		96,150		87,250
Other		31,412		31,412
Total	$	2,283,513	$	3,173,537

Notes Payable (Tables)

3 Months Ended

Mar. 31, 2022

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 fee, due on the SVB Loan Facility:

	For the year ending March 31,
2023	$	–
2024		2,250,000
2025		3,000,000
2026 and thereafter		750,000
Subtotal of future principal payments		6,000,000
Unamortized debt premium, net		(100,224	)
Total	$	5,899,776

Schedule of Debt


Principal balance at June 18, 2021	$	5,000,000
Early termination fees		150,000
End of term charges		275,000
Total	$	5,425,000

Stock-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2022

Share-Based Payment Arrangement [Abstract]

Summary of Stock Option Awards and Restricted Stock Grants

A summary of stock option awards and restricted stock grants for the three-months ended March 31, 2022 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, 2022		441,425	$	38.49		1,481	$	12.36

Equity awards granted		224,276	$	4.60		400	$	4.60

Equity awards outstanding at March 31, 2022		665,701	$	27.07		1,881	$	10.71		8.0

Aggregate intrinsic value of outstanding equity awards at March 31, 2022	$	103,167			$	20,145

Equity awards exercisable at March 31, 2022		419,559	$	33.22						7.5

Aggregate intrinsic value of equity awards exercisable at March 31, 2022	$	34,304

Schedule of Assumptions Used to Determine Fair Value of Options Granted

	Three Months Ended March 31,
	2022			2021
Risk-free interest rate		1.74	%		1.64 to 1.74	%
Expected volatility		108.5	%		106.8 to 112.5	%
Expected life (in years)		8.5 to 9.0			7.5 to 10.0
Expected dividend yield		-	%		-	%

Warrants (Tables)

3 Months Ended

Mar. 31, 2022

Warrants

Summary of Warrant Activity

Following is a summary of all warrant activity for the three-months ended March 31, 2022:

Summary of Warrant Activity

Warrants	Number of Warrants Issued			Weighted Average Exercise Price

Warrants outstanding at December 31, 2021		175,792		$	20.96

Warrants expired during the three months ended March 31, 2022		(7,273	)	$	48.30

Warrants outstanding at March 31, 2022		168,519		$	19.78

Aggregate intrinsic value of outstanding warrants at March 31, 2022	$	-

Weighted average remaining contractual terms at March 31, 2022		3.8 years

Leases (Tables)

3 Months Ended

Mar. 31, 2022

Leases

Schedule of Lease Payments and Maturity of Operating Lease Liabilities

Following is a table of the lease payments and maturity of our operating lease liabilities as of March 31, 2022:


Remainder of 2022	$	451,922
2023		238,609
2024 and thereafter		-
Subtotal future lease payments		690,531
Less imputed interest		(42,167	)
Total lease liabilities	$	648,364

Weighted average remaining life		1.2 years

Weighted average discount rate		9.98	%

Financial Condition and Business Plan (Details Narrative) - USD ($)				1 Months Ended		3 Months Ended			12 Months Ended
	Apr. 01, 2022	Jun. 18, 2021	Aug. 28, 2020	Apr. 30, 2022	Jun. 30, 2018	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2021
Cumulative net losses						$ 343,243,923					$ 332,769,591
Cash and cash equivalents, short-term investments						47,300,000
Net proceeds from sale of net operating losses							$ 1,400,000	$ 1,900,000
Series A & B Preferred Stock [Member]
Proceeds from issuance of redeemable preferred stock						$ 7,000,000.0
Subsequent Event [Member]
Proceeds from short term investments				$ 7,000,000.0
Subsequent Event [Member] \| Series A & B Preferred Stock [Member]
Proceeds from issuance of redeemable preferred stock	$ 1,300,000
Horizon Credit Agreement [Member] \| Horizon Technology Finance Corporation [Member]
Proceeds from Contributed 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, Stated Percentage					7.625%
SVB Loan Facility [Member]
Debt instrument, description		Payments under the loan agreement are interest only for the first 24 months after loan closing, followed by a 24-month amortization period of principal and interest through the scheduled maturity date				Payments under the loan agreement are interest only (calculated based on one-month LIBOR plus 7.625%) for the first 24 months through July 2020, followed by a 21-month amortization period of principal and interest starting on August 1, 2020 and ending through the scheduled maturity date on April 1, 2023.
Debt Instrument, Interest Rate, Stated Percentage		3.25%
Debt instrument maturity date						Apr. 01, 2023
Line of credit facility, maximum borrowing capacity		$ 10,000,000
Line of credit facility, remaining borrowing capacity		4,000,000
SVB Loan Facility [Member] \| Silicon Valley Bank [Member]
Line of credit facility, maximum borrowing capacity		$ 10,000,000				$ 10,000,000
Line of credit facility, remaining borrowing capacity						$ 4,000,000
SVB Loan Facility [Member] \| Prime Rate [Member] \| Silicon Valley Bank [Member]
Debt Instrument, Interest Rate, Stated Percentage						3.25%
SVB Loan Facility [Member] \| Horizon Technology Finance Corporation [Member]
Repayment of outstanding in-debtedness amount						$ 6,000,000
Line of credit deposited amount						6,000,000
Amendment to Horizon Credit Agreement [Member] \| Horizon Technology Finance Corporation [Member]
Repayments of debt			5,000,000
Debt instrument, face amount			5,000,000
Debt instrument related end term charges			$ 200,000
Maximum [Member]
Proceeds from short term investments						3,500,000
New Jersey [Member]
Net proceeds from sale of net operating losses							1,500,000	$ 2,000,000.0	$ 12,200,000	$ 13,000,000
New Jersey [Member] \| Minimum [Member]
Net proceeds from sale of net operating losses							15,000,000
New Jersey [Member] \| Maximum [Member]
Net proceeds from sale of net operating losses							$ 20,000,000
Operating Costs and Expenses						$ 3,500,000

Schedule of Cash and Cash Equivalents and Restricted Cash (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Receivables [Abstract]
Cash and cash equivalents	$ 28,362,139	$ 19,586,272
Money market investments, restricted	6,000,000	6,000,000
Total	$ 34,362,139	$ 25,586,272

Restricted Cash (Details Narrative) - USD ($)	1 Months Ended
Restricted Cash (Details Narrative) - USD ($)	Jun. 18, 2021	Mar. 31, 2022	Dec. 31, 2021
Defined Benefit Plan Disclosure [Line Items]
Restricted investments		$ 6,000,000	$ 6,000,000
SVB Loan Facility [Member]
Defined Benefit Plan Disclosure [Line Items]
Line of credit facility, maximum borrowing capacity	$ 10,000,000
Line of credit facility, description	the Company is required at all times to maintain on deposit with SVB as cash collateral in a segregated money market bank account in the name of the Company, unrestricted and unencumbered cash (other than a lien in favor of SVB) in an amount of at least 100% of the aggregate outstanding amount of the SVB loan facility. SVB may restrict withdrawals or transfers by or on behalf of the Company that would violate this requirement.
Silicon Valley Bank [Member] \| SVB Loan Facility [Member]
Defined Benefit Plan Disclosure [Line Items]
Line of credit facility, maximum borrowing capacity	$ 10,000,000	10,000,000
Restricted investments		$ 6,000,000.0	$ 6,000,000.0

Net Loss per Common Share (Details Narrative) - shares	3 Months Ended
Net Loss per Common Share (Details Narrative) - shares	Mar. 31, 2022	Mar. 31, 2021
Earnings Per Share [Abstract]
Anti-dilutive securities	836,097	611,181

Schedule of Cost, Fair Value and Maturities of Short Term Investments (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Marketable Securities [Line Items]
Short-term investments - Cost	$ 13,002,792	$ 29,811,069
Short-term investments - Fair Value	12,943,814	29,803,095
Short-term investment maturities - Within 3 months, cost	2,997,617	19,798,177
Short-term investment maturities - Within 3 months, fair value	2,997,390	19,799,835
Short-term investment maturities - Between 3-12 months, cost	10,005,175	10,012,892
Short-term investment maturities - Between 3-12 months, fair value	9,946,424	10,003,260
Total, cost	13,002,792	29,811,069
Total, fair value	12,943,814	29,803,095
US Treasury Securities [Member]
Marketable Securities [Line Items]
Short-term investments - Cost	10,005,175	14,786,982
Short-term investments - Fair Value	9,946,424	14,778,705
Corporate Debt Securities [Member]
Marketable Securities [Line Items]
Short-term investments - Cost	2,997,617	15,024,087
Short-term investments - Fair Value	$ 2,997,390	$ 15,024,390

Summary of Investment Securities Gross Unrealized Gains (Losses) (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Investments, Debt and Equity Securities [Abstract]
Investments in debt securities with unrealized gains, Fair Value		$ 8,999,580
Investments in debt securities with unrealized gains, Unrealized Holding Gains (Losses)		3,499
Investments in debt securities with unrealized losses, Fair Value	12,943,814	20,803,515
Investments in debt securities with unrealized losses, Unrealized Holding Gains (Losses)	(58,978)	(11,473)
Total, Fair Value	12,943,814	29,803,095
Total, Unrealized Holding Gains (Losses)	$ (58,978)	$ (7,974)

Summary of Investment Income (Details) - USD ($)	3 Months Ended
Summary of Investment Income (Details) - USD ($)	Mar. 31, 2022	Mar. 31, 2021
Investments, Debt and Equity Securities [Abstract]
Interest and dividends accrued and paid	$ 14,442	$ 2,411
Realized losses	(2,338)
Investment income net	$ 12,104	$ 2,411

Investment in Debt Securities-Available for Sale (Details Narrative) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Investments, Debt and Equity Securities [Abstract]
Investment in debt securities - available for sale, at fair value	$ 12,943,814	$ 29,803,095

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment in debt securities - available for sale, at fair value	$ 12,943,814	$ 29,803,095
Earn-out milestone liability	5,396,000	5,396,000
Corporate Debt Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment in debt securities - available for sale, at fair value	2,997,390	15,024,390
Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out milestone liability	5,396,000	5,396,000
Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out milestone liability
Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out milestone liability
Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out milestone liability	5,396,000	5,396,000
Fair Value, Recurring [Member] \| Corporate Debt Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment in debt securities - available for sale, at fair value	12,943,814	29,803,095
Fair Value, Recurring [Member] \| Corporate Debt Securities [Member] \| Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment in debt securities - available for sale, at fair value
Fair Value, Recurring [Member] \| Corporate Debt Securities [Member] \| Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment in debt securities - available for sale, at fair value
Fair Value, Recurring [Member] \| Corporate Debt Securities [Member] \| Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment in debt securities - available for sale, at fair value	12,943,814	29,803,095
Fair Value, Nonrecurring [Member] \| Inprocess R&D [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment in debt securities - available for sale, at fair value	13,366,234	13,366,234
Fair Value, Nonrecurring [Member] \| Inprocess R&D [Member] \| Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment in debt securities - available for sale, at fair value
Fair Value, Nonrecurring [Member] \| Inprocess R&D [Member] \| Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment in debt securities - available for sale, at fair value
Fair Value, Nonrecurring [Member] \| Inprocess R&D [Member] \| Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment in debt securities - available for sale, at fair value	$ 13,366,234	$ 13,366,234

Schedule of Fair Value of Assets Acquired (Details) - IPR and D [Member]	3 Months Ended
	Mar. 31, 2022 USD ($)
Impairment Effects on Earnings Per Share [Line Items]
Balance	$ 13,366,234
Impairment charge
Balance	$ 13,366,234

Intangible Assets (Details Narrative)	3 Months Ended
Intangible Assets (Details Narrative)	Mar. 31, 2022 USD ($)
IPR and D Drug Technology Platforms [Member]
Restructuring Cost and Reserve [Line Items]
Asset impairment charges	$ 0
IPR and D Drug Technology Platforms [Member] \| Ovarian Cancer [Member]
Restructuring Cost and Reserve [Line Items]
Finite-lived intangible assets acquired	13,300,000
EGEN Inc [Member]
Restructuring Cost and Reserve [Line Items]
Goodwill	2,000,000.0
EGEN Inc [Member] \| Purchase Agreement [Member]
Restructuring Cost and Reserve [Line Items]
Finite-lived intangible assets acquired	$ 1,600,000
Finite-lived intangible asset, useful life	7 years
Amortization	$ 56,829
EGEN Inc [Member] \| Glioblastoma Multiforme Brain Cancer [Member]
Restructuring Cost and Reserve [Line Items]
Asset impairment charges	2,000,000.0
Non-cash charge	2,000,000.0
EGEN Inc [Member] \| IPR and D Drug Technology Platforms [Member]
Restructuring Cost and Reserve [Line Items]
Indefinite-lived intangible assets acquired	$ 24,200,000

Schedule of Other Accrued Liabilities (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Amounts due to contract research organizations and other contractual agreements	$ 1,289,356	$ 1,401,356
Accrued payroll and related benefits	849,178	1,636,727
Accrued interest	17,417	16,792
Accrued professional fees	96,150	87,250
Other	31,412	31,412
Total	$ 2,283,513	$ 3,173,537

Schedule of Future Principle Payments, Net of Unamortized Debt Discounts (Details)	Mar. 31, 2022 USD ($)
Debt Disclosure [Abstract]
2023
2024	2,250,000
2025	3,000,000
2026 and thereafter	750,000
Subtotal of future principal payments	6,000,000
Unamortized debt premium, net	(100,224)
Total	$ 5,899,776

- Definition

Amount, excluding unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Schedule of Debt (Details) - Horizon Technology Finance Corporation [Member]	Jun. 18, 2021 USD ($)
Principal balance at June 18, 2021	$ 5,000,000
Early termination fees	150,000
End of term charges	275,000
Total	$ 5,425,000

- Definition

The carrying value as of the balance sheet date of the current and noncurrent portions of long-term obligations drawn from a line of credit, which is a bank's commitment to make loans up to a specific amount. Examples of items that might be included in the application of this element may consist of letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to a maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line. Includes short-term obligations that would normally be classified as current liabilities but for which (a) postbalance sheet date issuance of a long term obligation to refinance the short term obligation on a long term basis, or (b) the enterprise has entered into a financing agreement that clearly permits the enterprise to refinance the short-term obligation on a long term basis and the following conditions are met (1) the agreement does not expire within 1 year and is not cancelable by the lender except for violation of an objectively determinable provision, (2) no violation exists at the BS date, and (3) the lender has entered into the financing agreement is expected to be financially capable of honoring the agreement.

+ References + Details

Notes Payable (Details Narrative) - USD ($)			3 Months Ended
Notes Payable (Details Narrative) - USD ($)	Jun. 18, 2021	Jun. 27, 2018	Mar. 31, 2022	Mar. 31, 2021	Aug. 28, 2020
Short-Term Debt [Line Items]
Financing fees and expenses			$ 94,690	$ 157,614
Horizon Credit Agreement Amendment [Member]
Short-Term Debt [Line Items]
Amortization of debt issuance costs			37,301
Interest expense			$ 120,313
Horizon Technology Finance Corporation [Member]
Short-Term Debt [Line Items]
Long term line of credit	$ 5,425,000
SVB Loan Facility [Member]
Short-Term Debt [Line Items]
Line of credit facility, maximum borrowing capacity	10,000,000
Proceeds from lines of credit	6,000,000
Restricted cash	6,000,000.0
Line of credit facility, remaining borrowing capacity	$ 4,000,000
Debt instrument, interest rate	3.25%
Final payment percentage	3.00%
Long term line of credit	$ 10,000,000
Debt instrument, description	Payments under the loan agreement are interest only for the first 24 months after loan closing, followed by a 24-month amortization period of principal and interest through the scheduled maturity date		Payments under the loan agreement are interest only (calculated based on one-month LIBOR plus 7.625%) for the first 24 months through July 2020, followed by a 21-month amortization period of principal and interest starting on August 1, 2020 and ending through the scheduled maturity date on April 1, 2023.
Financing fees and expenses	$ 243,370
End of term charge percentage	3.00%
Amortization of debt issuance costs	$ 300,000		$ 45,315
Interest expense			$ 49,375
Horizon Credit Agreement [Member]
Short-Term Debt [Line Items]
Line of credit facility, maximum borrowing capacity		$ 10,000,000
Proceeds from lines of credit		$ 10,000,000
Line of credit facility, remaining borrowing capacity					$ 5,000,000
Fair value of warrants	$ 507,116
Horizon Credit Agreement [Member] \| Common Stock [Member]
Short-Term Debt [Line Items]
Warrants issued	12,674
Warrant exercise price	$ 39.45
Warrant outstanding	6,337
Amendment to Horizon Credit Agreement [Member] \| Horizon Technology Finance Corporation [Member]
Short-Term Debt [Line Items]
Debt instrument face amount					$ 5,000,000
Warrants debt liability	$ 247,548
Amendment to Horizon Credit Agreement [Member] \| Horizon Technology Finance Corporation [Member] \| Common Stock [Member]
Short-Term Debt [Line Items]
Warrants issued	16,501
Warrant exercise price	$ 15.15
Warrants cancelled	6,337

Stockholders’ Equity (Details Narrative) - USD ($)						1 Months Ended		3 Months Ended		12 Months Ended
Stockholders’ Equity (Details Narrative) - USD ($)	Jan. 10, 2022	Mar. 31, 2021	Mar. 19, 2021	Jan. 22, 2021	Dec. 04, 2018	Jan. 31, 2021	Sep. 30, 2018	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020	Mar. 03, 2022
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shelf registration statement amount			$ 100,000,000				$ 75,000,000
Reverse stock split, description								On February 28, 2022, the Company effected a 15-for-1 reverse stock split of its common stock which was made effective for trading purposes as of the commencement of trading on March 1, 2022. As of that date, each 15 shares of issued and outstanding common stock and equivalents was consolidated into one share of common stock. All shares have been restated to reflect the effects of the 15-for-1 reverse stock split. In addition, at the market open on March 1, 2022, the Company’s common stock started trading under a new CUSIP number 15117N602 although the Company’s ticker symbol, CLSN, remained unchanged
Stockholders equity note changes in capital structure, description								To continue listing on The NASDAQ Capital Market, which requires that the Company comply with the applicable listing requirements under NASDAQ Marketplace Rules, which requirements include, among others, a minimum bid price of at least $1.00 per share. On December 2, 2021, the Company received a letter from NASDAQ indicating that the closing bid price of the Company’s Common Stock fell below $1.00 per share for the previous 30 consecutive business days, and that the Company was therefore not in compliance with the minimum bid price requirement for continued inclusion on The NASDAQ Capital Market. The Company had 180 calendar days, until May 31, 2022, to regain compliance with this requirement, which occurs when the closing bid price of the Company’s Common Stock is at least $1.00 per share for a minimum of ten consecutive business days during the 180-day compliance period
Reverse stock split common stock outstanding								5,770,467
Common stock, shares outstanding								5,770,467		5,770,516
Proceeds from issuance of common stock									$ 38,943,478
Share price	$ 285
Preferred stock, shares issued								0		0
Preferred stock, par value	$ 300							$ 0.01		$ 0.01
Proceeds from issuance of preferred stock	$ 14,250,000
Common Stock, Par or Stated Value Per Share								$ 0.01		$ 0.01
Proceeds from issuance under placement								$ 1,000,000
Preferred stock, stated value												$ 300
Preferred stock, shares outstanding								0		0
Interest expense on preferred stock								$ (4,551,567)
Series A Convertible Redeemable Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share price	$ 300
Preferred stock, shares issued	50,000
Preferred stock, par value	$ 0.01
Proceeds from issuance of preferred stock	$ 28,500,000
Preferred stock, conversion price	$ 13.65
Conversion of stock, shares issued	1,098,901
Common Stock, Par or Stated Value Per Share	$ 13.65
Preferred stock, shares outstanding												50,000
Series B Convertible Redeemable Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share price	$ 300
Preferred stock, shares issued	50,000
Preferred stock, par value	$ 0.01
Preferred stock, conversion price	$ 15.00
Conversion of stock, shares issued	1,000,000
Preferred stock, voting rights	right to cast 3,000 votes per share of Series B Preferred Stock on the Reverse Stock Split
Common Stock, Par or Stated Value Per Share	$ 15.00
Preferred stock, shares outstanding												50,000
Series A & B Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Proceeds from issuance under placement								1,110,000
Interest expense on preferred stock								4,551,567
Shares issued, redemption value								3,000,000
Legal fees								$ 441,567
Capital on DemandTM Sales Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Less than 12 months, unrealized gains, fair value					$ 16,000,000.0
Capital on Demand Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued, shares										500,000	300,000
Proceeds from issuance of common stock										$ 6,900,000	$ 6,200,000
Securities Purchase Agreement [Member] \| January 2021 Registered Direct Offering [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued, shares				1,728,395
Proceeds from issuance of common stock				$ 35,000,000
Share price				$ 20.25
Placement agent fee description						In connection with the January 2021 Offering, the Company entered into a placement agent agreement with A.G.P./Alliance Global Partners (“AGP,” and together with Brookline Capital Markets, the “January 2021 Placement Agents”) pursuant to which the Company agreed to pay the January 2021 Placement Agents a cash fee equal to 7% of the aggregate gross proceeds raised from the sale of the securities sold in the January 2021 Offering and reimburse the January 2021 Placement Agents for certain of their expenses in an amount not to exceed $82,500
Securities Purchase Agreement [Member] \| March 2021 Registered Direct Offering [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued, shares		769,230
Proceeds from issuance of common stock		$ 15,000,000
Share price		$ 19.50							$ 19.50
Placement agent fee description		Placement Agent Agreement”) with AGP, as lead placement agent (together with JonesTrading Institutional Services LLC and Brookline Capital Markets, a division of Arcadia Securities, LLC, serving as co-placement agents, the “March 2021 Placement Agents”), pursuant to which the Company agreed to pay the March 2021 Placement Agents an aggregate cash fee equal to 7% of the aggregate gross proceeds raised from the sale of the securities sold in the offering and reimburse the Placement Agents for certain of their expenses in an amount not to exceed $82,500
Maximum [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, shares outstanding								6,600,000
Warrants issued								2,500,000
Proceeds from issuance under placement								$ 110,000
Minimum [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, shares outstanding								400,000
Warrants issued								200,000
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Reverse stock split common stock outstanding								86,557,736
Shares issued, shares									2,206,272

Summary of Stock Option Awards and Restricted Stock Grants (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Weighted average exercise price, granted	$ 4.16	$ 2.03
Weighted average contractual terms, exercisable	7 years 6 months
Share-Based Payment Arrangement, Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options outstanding, beginning balance	441,425
Weighted average exercise price, beginning balance	$ 38.49
Options outstanding, granted	224,276
Weighted average exercise price, granted	$ 4.60
Options outstanding, ending balance	665,701
Weighted average exercise price, ending balance	$ 27.07
Weighted average contractual terms	8 years
Options outstanding, aggregate intrinsic value	$ 103,167
Options outstanding, exercisable	419,559
Weighted average exercise price, exercisable	$ 33.22
Options outstanding, aggregate intrinsic value, exercisable	$ 34,304
Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Non-vested stock awards, beginning balance	1,481
Weighted average grant date fair value, beginning balance	$ 12.36
Non-vested stock awards, granted	400
Weighted average grant date fair value, granted	$ 4.60
Non-vested stock awards, ending balance	1,881
Weighted average grant date fair value, ending balance	$ 10.71
Non-vested stock awards, aggregate intrinsic value	$ 20,145

Schedule of Assumptions Used to Determine Fair Value of Options Granted (Details)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Risk-free interest rate	1.74%
Risk-free interest rate		1.64%
Risk-free interest rate		1.74%
Expected volatility	108.50%
Expected volatility		106.80%
Expected volatility		112.50%
Expected dividend yield
Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected life (in years)	8 years 6 months	7 years 6 months
Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected life (in years)	9 years	10 years

Stock-Based Compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Millions			3 Months Ended
	Feb. 19, 2019	Sep. 28, 2018	Mar. 31, 2022	Mar. 31, 2021	Jun. 10, 2021	Jun. 15, 2020	May 14, 2019	May 15, 2018
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options granted, weighted average exercise price			$ 4.16	$ 2.03
Unrecognized share based compensation			$ 1.7
Unrecognized share based compensation, period			1 year 2 months 12 days
Equity Stock Awards [Member] \| Granted Under 2018 Plan and 2007 Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock, reserved for future issuance			658,246
Inducement Awards [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock, reserved for future issuance			9,336
Stock Options and Restricted Stock Awards [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share based compensation			$ 1.0	$ 1.6
Stock Options and Restricted Stock Awards [Member] \| Research and Development Expense [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share based compensation			0.4	0.6
Stock Options and Restricted Stock Awards [Member] \| General and Administrative Expense [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share based compensation			$ 0.6	$ 1.0
Common Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares issued, shares				2,206,272
2018 Stock Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based payment award, shares authorized								180,000
Common stock, reserved for future issuance			946,454
2018 Stock Incentive Plan [Member] \| Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share based payment award, shares granted					513,333	166,667	80,000
2018 Stock Incentive Plan [Member] \| Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share based payment award, shares granted					940,000	426,667	260,000
2007 Stock Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
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] \| Five New Employees [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options granted, weighted average exercise price	$ 32.70	$ 41.55
Share based payment award, award vesting period	3 years
Inducement Option Grants [Member] \| Five New Employees [Member] \| Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares issued, shares	8,666	1,266
Inducement Option Grants [Member] \| Five New Employees [Member] \| Common Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares issued, shares	9,332	10,933
2018 Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock, reserved for future issuance			288,208

Earn-Out Milestone Liability (Details Narrative) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021	Mar. 28, 2019
Amended Asset Purchase Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Earnout milestone liability			$ 12.4
Amended Asset Purchase Agreement [Member] \| Within One Year of Achieving Milestone [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Earnout milestone liability			12.4
Amended Asset Purchase Agreement [Member] \| 10 Business Days of Achieving Milestone [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Earnout milestone liability			$ 7.0
Fair Value Earnout Milestone Liability [Member] \| EGWC, Inc [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Business combination, consideration transferred, liabilities incurred	$ 5.4	$ 5.4

Summary of Warrant Activity (Details)	3 Months Ended
Summary of Warrant Activity (Details)	Mar. 31, 2022 USD ($) $ / shares shares
Warrants
Number of Warrants Issued, Warrants outstanding, Beginning balance \| shares	175,792
Weighted Average Exercise Price, Warrants outstanding, Beginning balance \| $ / shares	$ 20.96
Number of Warrants Issued, Warrants expired \| shares	(7,273)
Weighted Average Exercise Price, Warrants expired \| $ / shares	$ 48.30
Number of Warrants Issued, Warrants outstanding, Ending balance \| shares	168,519
Weighted Average Exercise Price, Warrants outstanding, Ending balance \| $ / shares	$ 19.78
Aggregate intrinsic value of outstanding warrants \| $
Weighted average remaining contractual terms (years)	3 years 9 months 18 days

Schedule of Lease Payments and Maturity of Operating Lease Liabilities (Details)	Mar. 31, 2022 USD ($)
Leases
Remainder of 2022	$ 451,922
2023	238,609
2024 and thereafter
Subtotal future lease payments	690,531
Less imputed interest	(42,167)
Total lease liabilities	$ 648,364
Operating Lease, Weighted Average Remaining Lease Term	1 year 2 months 12 days
Operating Lease, Weighted Average Discount Rate, Percent	9.98%

Leases (Details Narrative)			1 Months Ended	3 Months Ended		12 Months Ended
Leases (Details Narrative)	Jul. 09, 2021 USD ($) ft²	Jan. 09, 2021	Jan. 31, 2018 USD ($) ft²	Mar. 31, 2022 USD ($) ft²	Mar. 31, 2021 USD ($)	Dec. 31, 2021	Dec. 31, 2011 ft²
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Lease operating, description						In 2011, the Company executed a lease (the “Lease”) with Brandywine Operating Partnership, L.P. (Brandywine), a Delaware limited partnership, for a 10,870 square foot premises located in Lawrenceville, New Jersey and relocated its offices to Lawrenceville, New Jersey from Columbia, Maryland
Area of land \| ft²							10,870
Lease term							66 months
Lease expiration date							Apr. 30, 2017
Operating lease, payments				$ 149,573	$ 130,595
Huntsville Alabama [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Area of land \| ft²	2,197			11,500
Lease term	22 months
1st Lease Amendment [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Lease operating, description		increase the size of the premises by 2,285 square feet to 9,850 square feet and also extended the lease term by one year to September 1, 2023
1st Lease Amendment [Member] \| First Year [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Payments for rent				$ 18,900
1st Lease Amendment [Member] \| Final Year [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Payments for rent				20,500
2nd Lease Amendment [Member] \| First Year [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Payments for rent				25,035
2nd Lease Amendment [Member] \| Final Year [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Payments for rent				$ 27,088
EGEN Asset Purchase Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Lease operating, description				In connection with the EGEN Asset Purchase Agreement in June 2014, the Company assumed the existing lease with another landlord for an 11,500 square foot premises located in Huntsville Alabama
Area of land \| ft²			9,049
Payments for rent	$ 5,500		$ 18,100
Operating Leases [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Operating lease, cost				$ 146,936	130,595
Operating lease, payments				$ 149,573	$ 131,863

Technology Development and Licensing Agreements (Details Narrative) - USD ($)		3 Months Ended
	Jan. 18, 2013	Mar. 31, 2022
Accounts, Notes, Loans and Financing Receivable [Line Items]
Upfront payment being recognized		$ 5,000,000
Hisun [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Proceeds from license fees received	$ 5,000,000
Deferred revenue	$ 5,000,000.0
Deferred revenue amortization period	10 years

Subsequent Events (Details Narrative) - USD ($)		1 Months Ended	3 Months Ended
Subsequent Events (Details Narrative) - USD ($)	Apr. 06, 2022	Apr. 30, 2022	Mar. 31, 2022	Mar. 31, 2021
Subsequent Event [Line Items]
Proceeds from issuance of common stock				$ 38,943,478
Subsequent Event [Member] \| Securities Purchase Agreement [Member]
Subsequent Event [Line Items]
Aggregate shares	1,328,274
Offering of common stock price	$ 5.27
Proceeds from issuance of common stock	$ 7,000,000.0
Cash free placements		6.50%
Exceeded expenses		$ 50,000