0001493152-22-022599 | 10-Q | XBRL Viewer

Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2022	Aug. 12, 2022
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2022
Document Fiscal Period Focus	Q2
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 ($)	Jun. 30, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 26,742,128	$ 19,586,272
Investment in debt securities - available for sale, at fair value	15,371,480	29,803,095
Accrued interest receivable on investment securities	29,728	108,844
Advances and deposits on clinical programs and other current assets	2,767,570	2,447,413
Total current assets	44,910,906	51,945,624
Property and equipment (at cost, less accumulated depreciation and amortization)	561,662	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	430,412	690,995
Deposits and other assets	58,761	183,489
Total other assets	19,855,407	21,624,164
Total assets	65,327,975	74,046,799
Current liabilities:
Accounts payable – trade	2,392,972	2,547,251
Other accrued liabilities	3,788,458	3,173,537
Operating lease liability - current portion	459,542	548,870
Deferred revenue - current portion	250,000	500,000
Total current liabilities	6,890,972	6,769,658
Earn-out milestone liability	5,396,000	5,396,000
Notes payable – non-current portion, net of deferred financing costs	5,945,091	5,854,461
Operating lease liability - non-current portion	53,419	230,749
Total liabilities	18,285,482	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 June 30, 2022 and December 31, 2021)
Common stock - $0.01 par value (112,500,000 shares authorized; 7,098,763 and 5,770,538 shares issued at June 30, 2022 and December 31, 2021, respectively; and 7,098,741 and 5,770,516 shares outstanding at June 30, 2022 and December 31, 2021, respectively)	70,988	57,705
Additional paid-in capital	396,413,587	388,600,979
Accumulated other comprehensive loss	(70,034)	(7,974)
Accumulated deficit	(349,286,860)	(332,769,591)
Total stockholders’ equity before treasury stock	47,127,681	55,881,119
Treasury stock, at cost (22 shares at June 30, 2022 and December 31, 2021)	(85,188)	(85,188)
Total stockholders’ equity	47,042,493	55,795,931
Total liabilities and stockholders’ equity	$ 65,327,975	$ 74,046,799

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 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	7,098,763	5,770,538
Common stock, shares outstanding	7,098,741	5,770,516
Treasury stock, shares	22	22

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Income Statement [Abstract]
Licensing revenue	$ 125,000	$ 125,000	$ 250,000	$ 250,000
Operating expenses:
Research and development	3,226,295	2,593,412	6,321,715	5,164,985
General and administrative	2,876,976	2,602,990	5,748,533	5,539,761
Total operating expenses	6,103,271	5,196,402	12,070,248	10,704,746
Loss from operations	(5,978,271)	(5,071,402)	(11,820,248)	(10,454,746)
Other (expense) income:
Gain (loss) from change in valuation of earn-out milestone liability		81,000		(70,000)
Investment income (loss)	40,355	(349)	52,459	2,062
Interest expense	(105,024)	(221,227)	(4,751,281)	(378,841)
Recognized loss on extinguishment of debt		(234,419)		(234,419)
Other (expense) income	3	(2,000)	1,801	(1,456)
Total other (expense) income, net	(64,666)	(376,995)	(4,697,021)	(682,654)
Net loss	$ (6,042,937)	$ (5,448,397)	$ (16,517,269)	$ (11,137,400)
Net loss per common share
Basic and diluted	$ (0.87)	$ (0.95)	$ (2.59)	$ (2.19)
Weighted average shares outstanding
Basic and diluted	6,981,970	5,728,250	6,372,908	5,077,696

Condensed Consolidated Statements of Comprehensive loss (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Changes in:
Realized gains on debt securities recognized in investment income, net	$ 21,596	$ 1,785	$ 23,934	$ 1,785
Unrealized losses on debt securities, net	(32,652)	(7,340)	(85,994)	(5,555)
Change in unrealized losses on available for sale securities, net	(11,056)	(5,555)	(62,060)	(3,770)
Net loss	(6,042,937)	(5,448,397)	(16,517,269)	(11,137,400)
Comprehensive loss	$ (6,053,993)	$ (5,453,952)	$ (16,579,329)	$ (11,141,170)

- 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 ($)	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Cash flows from operating activities:
Net loss	$ (16,517,269)	$ (11,137,400)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	341,954	383,801
Change in fair value of earn-out milestone liability		70,000
Recognition of deferred revenue	(250,000)	(250,000)
Stock-based compensation	1,486,522	2,372,945
Deferred income tax asset	1,383,446	1,845,823
Amortization of deferred finance charges and debt discount associated with notes payable	90,630	145,884
Net changes in:
Accrued interest on investment securities	79,116	(105,000)
Advances, deposits, and other current assets	(195,429)	(183,756)
Accounts payable and accrued liabilities	193,984	(491,694)
Net cash used in operating activities	(13,387,046)	(7,349,397)
Cash flows from investing activities:
Purchases of investment securities	(8,405,445)	(40,927,055)
Proceeds from sale and maturity of investment securities	22,775,000	9,000,000
Purchases of property and equipment	(166,022)	(227,000)
Net cash provided by (used in) investing activities	14,203,533	(32,154,055)
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	6,339,369	52,697,265
Proceeds from exercise of common stock warrants		1,508,666
Proceeds from exercise of options to purchase common stock		4,725
Proceeds from the SVB Loan Facility, net of issuance costs		5,756,630
Payoff of the Horizon Credit Agreement and accrued end of term fees		(5,190,587)
Net cash provided by financing activities	6,339,369	54,776,699
Net change in cash, cash equivalents and restricted cash	7,155,856	15,273,247
Cash, cash equivalents and restricted cash at beginning of period	25,586,272	17,164,177
Cash, cash equivalents and restricted cash at end of period	32,742,128	32,437,424
Supplemental disclosures of cash flow information:
Interest paid on note payable and redemption of convertible redeemable preferred stock	(4,267,107)	(267,360)
Cash paid for amounts included in measurement of lease liabilities:
Operating cash flows from lease payments	299,947	264,546
Realized and unrealized losses, net, on investment securities	$ (62,060)	$ (3,770)

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, value 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					(11,137,400)	(11,137,400)
Realized and unrealized gains (losses), net, on investments securities				(3,770)		(3,770)
Stock-based compensation expense		2,372,945				2,372,945
Sale of equity through equity financing facilities	$ 29,755	52,667,510				52,697,265
Sale of equity through equity financing facilities, shares	2,975,503
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, value at Jun. 30, 2021	$ 57,705	387,222,506	$ (85,188)	(3,770)	(323,137,741)	64,053,512
Ending Balance, shares at Jun. 30, 2021	5,770,516		22
Beginning balance, value at Mar. 31, 2021	$ 50,013	372,682,792	$ (85,188)	1,785	(317,689,344)	54,960,058
Beginning Balance, shares at Mar. 31, 2021	5,001,285		22
Net loss					(5,448,397)	(5,448,397)
Realized and unrealized gains (losses), net, on investments securities				(5,555)		(5,555)
Stock-based compensation expense		793,619				793,619
Sale of equity through equity financing facilities	$ 7,692	13,746,095				13,753,787
Sale of equity through equity financing facilities, shares	769,231
Ending balance, value at Jun. 30, 2021	$ 57,705	387,222,506	$ (85,188)	(3,770)	(323,137,741)	64,053,512
Ending Balance, shares at Jun. 30, 2021	5,770,516		22
Beginning balance, value at Dec. 31, 2021	$ 57,705	388,600,979	$ (85,188)	(7,974)	(332,769,591)	55,795,931
Beginning Balance, shares at Dec. 31, 2021	5,770,516		22
Net loss					(16,517,269)	(16,517,269)
Realized and unrealized gains (losses), net, on investments securities				(62,060)		(62,060)
Stock-based compensation expense		1,486,522				1,486,522
Sale of equity through equity financing facilities	$ 13,283	6,326,086				6,339,369
Sale of equity through equity financing facilities, shares	1,328,274
Other
Other, shares	(49)
Ending balance, value at Jun. 30, 2022	$ 70,988	396,413,587	$ (85,188)	(70,034)	(349,286,860)	47,042,493
Ending Balance, shares at Jun. 30, 2022	7,098,741		22
Beginning balance, value at Mar. 31, 2022	$ 57,705	389,595,593	$ (85,188)	(58,978)	(343,243,923)	46,265,209
Beginning Balance, shares at Mar. 31, 2022	5,770,467		22
Net loss					(6,042,937)	(6,042,937)
Sale of equity through equity through registered direct offering	$ 13,283	6,326,086				6,339,369
Sale of equity through registered offering, shares	1,328,274
Realized and unrealized gains (losses), net, on investments securities				(11,056)		(11,056)
Stock-based compensation expense		491,908				491,908
Ending balance, value at Jun. 30, 2022	$ 70,988	$ 396,413,587	$ (85,188)	$ (70,034)	$ (349,286,860)	$ 47,042,493
Ending Balance, shares at Jun. 30, 2022	7,098,741		22

Business Description

6 Months Ended

Jun. 30, 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

6 Months Ended

Jun. 30, 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 and six-month periods ended June 30, 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 and intangible assets. The effect of this matter could potentially have an impact on the valuation of such assets in the future.

Acquired in-process research and development (“IPR&D”) in years prior to 2022 has been reviewed for impairment at least annually in the third quarter of each year, and whenever events or changes in circumstances indicate that the carrying value of the assets might not be recoverable. Starting in 2022, the Company will review its IPR&D annually in the fourth quarter of each year, and whenever events or changes in circumstances indicate that the carrying value of the assets might not be recoverable (see Note 8).

With $48.1 million in cash and cash equivalents, short-term investments, interest receivable and restricted cash, coupled with 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 2025.

New Accounting Pronouncements

6 Months Ended

Jun. 30, 2022

Accounting Changes and Error Corrections [Abstract]

New Accounting Pronouncements

Note 3. 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

6 Months Ended

Jun. 30, 2022

Receivables [Abstract]

Restricted Cash

Note 4. Restricted Cash

As a condition of the $10 million SVB Loan Facility entered into on June 18, 2021 as further discussed in Note 10, 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 totaled $6.0 million as of June 30, 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:

	June 30, 2022		June 30, 2021
Cash and cash equivalents	$	26,742,128	$	26,437,424
Money market investments, restricted		6,000,000		6,000,000
Total	$	32,742,128	$	32,437,424

Net Loss per Common Share

6 Months Ended

Jun. 30, 2022

Earnings Per Share [Abstract]

Net Loss per Common Share

Note 5. Net Loss per Common Share

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

The total number of shares of common stock issuable upon exercise of warrants, stock option grants and equity awards were 1,102,554 and 621,681 shares for the three-month and six-month periods ended June 30, 2022 and 2021, respectively. For the three-month and six-month periods ended June 30, 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 six months of 2022 or 2021.

Investment in Debt Securities-Available for Sale

6 Months Ended

Jun. 30, 2022

Investments, Debt and Equity Securities [Abstract]

Investment in Debt Securities-Available for Sale

Note 6. Investment in Debt Securities-Available for Sale

Investments in debt securities available for sale with a fair value of $15,371,480 and $29,803,095 as of June 30, 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:

	June 30, 2022				December 31, 2021
	Cost		Fair Value		Cost		Fair Value
Short-term investments
U.S. Treasury securities	$	-	$	-	$	14,786,982	$	14,778,705
Corporate debt securities		15,441,515		15,371,480		15,024,087		15,024,390
Total	$	15,441,515	$	15,371,480	$	29,811,069	$	29,803,095

	June 30, 2022				December 31, 2021
	Cost		Fair Value		Cost		Fair Value
Short-term investment maturities
Within 3 months	$	4,988,687	$	4,981,340	$	19,798,177	$	19,799,835
Between 3-12 months		10,452,828		10,390,140		10,012,892		10,003,260
Total	$	15,441,515	$	15,371,480	$	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 June 30, 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.

	June 30, 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	$	998,920	$	4,852		$	8,999,580	$	3,499
Investments in debt securities with unrealized losses		14,372,560	$	(74,886	)		20,803,515		(11,473	)
Total	$	15,371,480	$	(70,034	)	$	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 June 30,
	2022			2021
Interest and dividends accrued and paid	$	61,951		$	1,436
Realized losses		(21,596	)		(1,785	)
Investment income (loss), net	$	40,355		$	(349	)

	2022			2021
	Six Months Ended June 30,
	2022			2021
Interest and dividends accrued and paid	$	76,393		$	3,847
Realized losses		(23,934	)		(1,785	)
Investment income, net	$	52,459		$	2,062
Investment income (loss), net	$	52,459		$	2,062

Fair Value Measurements

6 Months Ended

Jun. 30, 2022

Fair Value Measurements

Fair Value Measurements

Note 7. 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 sheets 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 six-month period ended June 30, 2022 or during the year ended December 31, 2021. The change in Level 3 liabilities in the first quarter of 2022 was the result of a change in the fair value of the earn-out milestone liability which is included in earnings and in-process R&D. During the second quarter there was no change in the fair value of the earn-out milestone liability. The earnout milestone liability is valued using a risk-adjusted assessment of the probability of payment of each milestone, discounted to present value using an estimated time to achieve the milestone (see Note 13).

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 June 30, 2022
Corporate debt securities, available for sale	$	15,371,480	$	–	$	15,371,480	$	–

Non-recurring items as of June 30, 2022
In-process R&D (Note 8)	$	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 8)	$	13,366,234	$	–	$	–	$	13,366,234

Liabilities:

Recurring items as of June 30, 2022
Earn-out milestone liability (Note 13)	$	5,396,000	$	–	$	–	$	5,396,000

Recurring items as of December 31, 2021
Earn-out milestone liability (Note 13)	$	5,396,000	$	–	$	–	$	5,396,000

Intangible Assets

6 Months Ended

Jun. 30, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

Note 8. 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 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 has been reviewed for impairment at least annually in the third quarter of each year, and whenever events or changes in circumstances indicate that the carrying value of the assets might not be recoverable. As a result of the Company’s review for impairment, the IPR&D was impaired over the past 8 years to its current fair value of $13.4 million. Starting in 2022, the Company will review its IPR&D annually in the fourth quarter of each year, and whenever events or changes in circumstances indicate that the carrying value of the assets might not be recoverable (see Note 2). 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 June 30, 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 June 30, 2022. As such, no impairment charges for IPR&D related to the ovarian cancer indication were recorded during the three-month and six-month periods ended June 30, 2022 and 2021.

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 each of the three-month and six-month periods ended June 30, 2021. The carrying value of the Covenant Not to Compete was fully amortized as of June 30, 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 six-month period ended June 30, 2022:

	IPR&D
For the six months ended June 30, 2022
Balance at January 1, 2022, net	$	13,366,234
Impairment		-
Balance at June 30, 2022, net	$	13,366,234

Accrued Liabilities

6 Months Ended

Jun. 30, 2022

Payables and Accruals [Abstract]

Accrued Liabilities

Note 9. Accrued Liabilities

Other accrued liabilities at June 30, 2022 and December 31, 2021 include the following:

Schedule of Other Accrued Liabilities

	June 30, 2022		December 31, 2021
Amounts due to contract research organizations and other contractual agreements	$	2,294,622	$	1,401,356
Accrued payroll and related benefits		1,057,475		1,636,727
Accrued interest		21,875		16,792
Accrued professional fees		395,074		87,250
Other		19,412		31,412
Total	$	3,788,458	$	3,173,537

Notes Payable

6 Months Ended

Jun. 30, 2022

Debt Disclosure [Abstract]

Notes Payable

Note 10. 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 SVB Loan Facility is in the form of money market secured indebtedness bearing interest at a calculated WSJ Prime-based variable rate (currently 5.50%). 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 totaling $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 totaling $300,000 are being amortized as interest expense using the effective interest method over the life of the loan. During the three-month and six-month periods ended June 30, 2022, the Company incurred interest expense of $109,084 and amortized $90,630 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:

	As of June 30,
2023	$	–
2024		3,000,000
2025		3,000,000
2026 and thereafter		–
Subtotal of future principal payments		6,000,000
Unamortized debt premium, net		(54,909	)
Total	$	5,945,091

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 cancelled, 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 and six-month periods ended June 30, 2021, the Company incurred $105,607 and $225,920, respectively, in interest expense and amortized $102,126 and $139,428, respectively, 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

6 Months Ended

Jun. 30, 2022

Equity [Abstract]

Stockholders’ Equity

Note 11. Stockholders’ Equity

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 was 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.

At the Market Offering Agreement

On May 25, 2022, the Company entered into an At the Market Offering Agreement (the “Agreement”) with H.C. Wainwright & Co., LLC, as sales agent (“Wainwright”), pursuant to which the Company may offer and sell, from time to time, through Wainwright shares of common stock of Celsion having an aggregate offering price of up to $ 7,500,000. Celsion intends to use the net proceeds from the offering, if any, for general corporate purposes, including research and development activities, capital expenditures and working capital. The Company has not sold any shares under the Agreement with Wainwright in 2022.

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 of Celsion having an aggregate offering price of up to $16.0 million. During the first six months of 2021, the Company has sold 0.5 million shares under the Capital on Demand Agreement, receiving approximately $6.9 million in gross proceeds. The Capital on Demand Agreement with JonesTrading was terminated in the first quarter of 2021.

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 had a stated value of $300 per share and were 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 had a stated value of $300 per share and were 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, 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”). 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.

April 2022 Registered Direct Offering

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.

- 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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-Section 50
-Paragraph 14
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 16
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496180-112644

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 50
-Paragraph 6
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126731327&loc=SL126733271-114008

+ Details

Stock-Based Compensation

6 Months Ended

Jun. 30, 2022

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

Note 12. Stock-Based Compensation

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

At the 2018 Annual Stockholders Meeting of the Company held on May 15, 2018, stockholders approved the Celsion Corporation 2018 Stock Incentive Plan (the “2018 Plan”). The 2018 Plan, as adopted, permits the granting of 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 June 30, 2022, there were a total of 946,454 shares of Celsion common stock reserved for issuance under the 2018 Plan, which were comprised of 924,699 shares of Celsion common stock subject to equity awards previously granted under the 2018 Plan and 2007 Plan and 21,755 shares of Celsion common stock available for future issuance under the 2018 Plan. As of June 30, 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 six-months ended June 30, 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		$	38.50		1,481		$	12.36

Equity awards granted		508,488		$	3.11		400		$	4.60

Equity awards terminated		(17,659	)	$	35.28		(100	)	$	9.45

Equity awards outstanding at June 30, 2022		932,254		$	19.25		1,781		$	10.78

Aggregate intrinsic value of outstanding equity awards at June 30, 2022	$	–				$	3,277

Equity awards exercisable at June 30, 2022		521,262		$	27.72

Aggregate intrinsic value of equity awards exercisable at June 30, 2022	$	–

Total compensation cost related to stock options and restricted stock awards amounted to approximately $0.5 million and $0.8 million for the three-month periods ended June 30, 2022 and 2021, respectively. Of these amounts, $0.2 million and $0.3 million was charged to research and development during the three-month periods ended June 30, 2022 and 2021, respectively, and $0.3 million and $0.5 million was charged to general and administrative expenses during the three-month periods ended June 30, 2022 and 2021, respectively.

Total compensation cost related to stock options and restricted stock awards amounted to approximately $1.5 million and $2.4 million for the six-month periods ended June 30, 2022 and 2021, respectively. Of these amounts, $0.5 million and $0.9 million was charged to research and development during the six-month periods ended June 30, 2022 and 2021, respectively, and $1.0 million and $1.5 million was charged to general and administrative expenses during the six-month periods ended June 30, 2022 and 2021, respectively.

As of June 30, 2022, there was $1.5 million of total unrecognized compensation cost related to non-vested stock-based compensation arrangements. That cost is expected to be recognized over a weighted-average period of 1.3 years. The weighted average grant date fair values of the stock options granted was $2.81 and $1.98 during the six-month periods ended June 30, 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:

	Six Months Ended June 30,
	2022		2021
Risk-free interest rate	1.74 to 3.43	%	1.56 to 1.74	%
Expected volatility	107.6% to 108.5	%	106.8 to 113	%
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

6 Months Ended

Jun. 30, 2022

Earn-out Milestone Liability

Earn-Out Milestone Liability

Note 13. 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 June 30, 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 June 30, 2022 and December 31, 2021, 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

6 Months Ended

Jun. 30, 2022

Warrants

Warrants

Note 14. Warrants

Following is a summary of all warrant activity for the six-month period ended June 30, 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 six months ended June 30, 2022		(7,273	)	$	48.30

Warrants outstanding at June 30, 2022		168,519		$	19.78

Aggregate intrinsic value of outstanding warrants at June 30, 2022	$	-

Weighted average remaining contractual terms at June 30, 2022		3.5 years

Leases

6 Months Ended

Jun. 30, 2022

Leases

Leases

Note 15. Leases

In 2011, the Company executed a lease (the “Lease”) with Brandywine Operating Partnership, L.P. (Brandywine), a Delaware limited partnership, for a 10,870 square foot premises located in Lawrenceville, New Jersey and relocated its offices to Lawrenceville, New Jersey from Columbia, Maryland. The Lease had an initial term of 66 months. In late 2015, Lenox Drive Office Park LLC purchased the real estate and office building and assumed the Lease. This Lease was set to expire on April 30, 2017. In April 2017, the Company and the landlord amended the Lease effective May 1, 2017. The 1^st Lease Amendment extended the term of the agreement for an additional 64 months, reduced the premises to 7,565 square feet, reduced the monthly rent and provided four months free rent. The monthly rent ranged from approximately $18,900 in the first year to approximately $20,500 in the final year of the 1^st Lease Amendment. 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 June 30, 2022:


Remainder of 2022	$	301,548
2023		238,609
2024 and thereafter		–
Subtotal future lease payments		540,157
Less imputed interest		(27,196	)
Total lease liabilities	$	512,961

Weighted average remaining life		1.0

Weighted average discount rate		9.98	%

For the three-month and six-month periods ended June 30, 2022, operating lease expense was $146,936 and $293,872, respectively, and cash paid for operating leases included in operating cash flows was $150,374 and $299,947, respectively.

For the three-month and six-month periods ended June 30, 2021, operating lease expense was $130,595 and $261,190, respectively, and cash paid for operating leases included in operating cash flows was $132,452 and $264,546, respectively.

Technology Development and Licensing Agreements

6 Months Ended

Jun. 30, 2022

Technology Development And Licensing Agreements

Technology Development and Licensing Agreements

Note 16. Technology Development and Licensing Agreements

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

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

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

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

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

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

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

On August 8, 2016, 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

6 Months Ended

Jun. 30, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 17. 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 Individual Defendants. The Company believes that the case is without merit and intends to defend it vigorously. At this 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. At this 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. At this 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.

Restricted Cash (Tables)

6 Months Ended

Jun. 30, 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:

	June 30, 2022		June 30, 2021
Cash and cash equivalents	$	26,742,128	$	26,437,424
Money market investments, restricted		6,000,000		6,000,000
Total	$	32,742,128	$	32,437,424

Investment in Debt Securities-Available for Sale (Tables)

6 Months Ended

Jun. 30, 2022

Investments, Debt and Equity Securities [Abstract]

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

	June 30, 2022				December 31, 2021
	Cost		Fair Value		Cost		Fair Value
Short-term investments
U.S. Treasury securities	$	-	$	-	$	14,786,982	$	14,778,705
Corporate debt securities		15,441,515		15,371,480		15,024,087		15,024,390
Total	$	15,441,515	$	15,371,480	$	29,811,069	$	29,803,095

	June 30, 2022				December 31, 2021
	Cost		Fair Value		Cost		Fair Value
Short-term investment maturities
Within 3 months	$	4,988,687	$	4,981,340	$	19,798,177	$	19,799,835
Between 3-12 months		10,452,828		10,390,140		10,012,892		10,003,260
Total	$	15,441,515	$	15,371,480	$	29,811,069	$	29,803,095

Summary of Investment Securities Gross Unrealized Gains (Losses)

	June 30, 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	$	998,920	$	4,852		$	8,999,580	$	3,499
Investments in debt securities with unrealized losses		14,372,560	$	(74,886	)		20,803,515		(11,473	)
Total	$	15,371,480	$	(70,034	)	$	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 June 30,
	2022			2021
Interest and dividends accrued and paid	$	61,951		$	1,436
Realized losses		(21,596	)		(1,785	)
Investment income (loss), net	$	40,355		$	(349	)

	2022			2021
	Six Months Ended June 30,
	2022			2021
Interest and dividends accrued and paid	$	76,393		$	3,847
Realized losses		(23,934	)		(1,785	)
Investment income, net	$	52,459		$	2,062
Investment income (loss), net	$	52,459		$	2,062

Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 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 June 30, 2022
Corporate debt securities, available for sale	$	15,371,480	$	–	$	15,371,480	$	–

Non-recurring items as of June 30, 2022
In-process R&D (Note 8)	$	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 8)	$	13,366,234	$	–	$	–	$	13,366,234

Liabilities:

Recurring items as of June 30, 2022
Earn-out milestone liability (Note 13)	$	5,396,000	$	–	$	–	$	5,396,000

Recurring items as of December 31, 2021
Earn-out milestone liability (Note 13)	$	5,396,000	$	–	$	–	$	5,396,000

Intangible Assets (Tables)

6 Months Ended

Jun. 30, 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 six-month period ended June 30, 2022:

	IPR&D
For the six months ended June 30, 2022
Balance at January 1, 2022, net	$	13,366,234
Impairment		-
Balance at June 30, 2022, net	$	13,366,234

Accrued Liabilities (Tables)

6 Months Ended

Jun. 30, 2022

Payables and Accruals [Abstract]

Schedule of Other Accrued Liabilities

Other accrued liabilities at June 30, 2022 and December 31, 2021 include the following:

Schedule of Other Accrued Liabilities

	June 30, 2022		December 31, 2021
Amounts due to contract research organizations and other contractual agreements	$	2,294,622	$	1,401,356
Accrued payroll and related benefits		1,057,475		1,636,727
Accrued interest		21,875		16,792
Accrued professional fees		395,074		87,250
Other		19,412		31,412
Total	$	3,788,458	$	3,173,537

Notes Payable (Tables)

6 Months Ended

Jun. 30, 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:

	As of June 30,
2023	$	–
2024		3,000,000
2025		3,000,000
2026 and thereafter		–
Subtotal of future principal payments		6,000,000
Unamortized debt premium, net		(54,909	)
Total	$	5,945,091

Schedule of Debt

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

Stock-Based Compensation (Tables)

6 Months Ended

Jun. 30, 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 six-months ended June 30, 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		$	38.50		1,481		$	12.36

Equity awards granted		508,488		$	3.11		400		$	4.60

Equity awards terminated		(17,659	)	$	35.28		(100	)	$	9.45

Equity awards outstanding at June 30, 2022		932,254		$	19.25		1,781		$	10.78

Aggregate intrinsic value of outstanding equity awards at June 30, 2022	$	–				$	3,277

Equity awards exercisable at June 30, 2022		521,262		$	27.72

Aggregate intrinsic value of equity awards exercisable at June 30, 2022	$	–

Schedule of Assumptions Used to Determine Fair Value of Options Granted

	Six Months Ended June 30,
	2022		2021
Risk-free interest rate	1.74 to 3.43	%	1.56 to 1.74	%
Expected volatility	107.6% to 108.5	%	106.8 to 113	%
Expected life (in years)	8.5 to 9.0		7.5 to 10.0
Expected dividend yield	-	%	-	%

Warrants (Tables)

6 Months Ended

Jun. 30, 2022

Warrants

Summary of Warrant Activity

Following is a summary of all warrant activity for the six-month period ended June 30, 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 six months ended June 30, 2022		(7,273	)	$	48.30

Warrants outstanding at June 30, 2022		168,519		$	19.78

Aggregate intrinsic value of outstanding warrants at June 30, 2022	$	-

Weighted average remaining contractual terms at June 30, 2022		3.5 years

Leases (Tables)

6 Months Ended

Jun. 30, 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 June 30, 2022:


Remainder of 2022	$	301,548
2023		238,609
2024 and thereafter		–
Subtotal future lease payments		540,157
Less imputed interest		(27,196	)
Total lease liabilities	$	512,961

Weighted average remaining life		1.0

Weighted average discount rate		9.98	%

Basis of Presentation (Details Narrative) $ in Millions	6 Months Ended
Basis of Presentation (Details Narrative) $ in Millions	Jun. 30, 2022 USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash and cash equivalents, short-term investments	$ 48.1
Operating losses	$ 3.5

Schedule of Cash and Cash Equivalents and Restricted Cash (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021	Jun. 30, 2021
Receivables [Abstract]
Cash and cash equivalents	$ 26,742,128	$ 19,586,272	$ 26,437,424
Money market investments, restricted	6,000,000		6,000,000
Total	$ 32,742,128		$ 32,437,424

Restricted Cash (Details Narrative) - USD ($)	1 Months Ended
Restricted Cash (Details Narrative) - USD ($)	Jun. 18, 2021	Jun. 30, 2022	Dec. 31, 2021	Jun. 30, 2021
Line of Credit Facility [Line Items]
Restricted investments		$ 6,000,000		$ 6,000,000
Silicon Valley Bank [Member]
Line of Credit Facility [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
Restricted investments		$ 6,000,000.0	$ 6,000,000.0

Net Loss per Common Share (Details Narrative) - shares	3 Months Ended		6 Months Ended
Net Loss per Common Share (Details Narrative) - shares	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Earnings Per Share [Abstract]
Anti-dilutive securities	1,102,554	621,681	1,102,554	621,681

Schedule of Cost, Fair Value and Maturities of Short Term Investments (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Marketable Securities [Line Items]
Short-term investments - Cost	$ 15,441,515	$ 29,811,069
Short-term investments - Fair Value	15,371,480	29,803,095
Short-term investment maturities - Within 3 months, cost	4,988,687	19,798,177
Short-term investment maturities - Within 3 months, fair value	4,981,340	19,799,835
Short-term investment maturities - Between 3-12 months, cost	10,452,828	10,012,892
Short-term investment maturities - Between 3-12 months, fair value	10,390,140	10,003,260
Total, cost	15,441,515	29,811,069
Total, fair value	15,371,480	29,803,095
US Treasury Securities [Member]
Marketable Securities [Line Items]
Short-term investments - Cost		14,786,982
Short-term investments - Fair Value		14,778,705
Corporate Debt Securities [Member]
Marketable Securities [Line Items]
Short-term investments - Cost	15,441,515	15,024,087
Short-term investments - Fair Value	$ 15,371,480	$ 15,024,390

Summary of Investment Securities Gross Unrealized Gains (Losses) (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Investments, Debt and Equity Securities [Abstract]
Investments in debt securities with unrealized gains, Fair Value	$ 998,920	$ 8,999,580
Investments in debt securities with unrealized gains, Unrealized Holding Gains (Losses)	4,852	3,499
Investments in debt securities with unrealized losses, Fair Value	14,372,560	20,803,515
Investments in debt securities with unrealized losses, Unrealized Holding Gains (Losses)	(74,886)	(11,473)
Total, Fair Value	15,371,480	29,803,095
Total, Unrealized Holding Gains (Losses)	$ (70,034)	$ (7,974)

Summary of Investment Income (Details) - USD ($)	3 Months Ended		6 Months Ended
Summary of Investment Income (Details) - USD ($)	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Investments, Debt and Equity Securities [Abstract]
Interest and dividends accrued and paid	$ 61,951	$ 1,436	$ 76,393	$ 3,847
Realized losses	(21,596)	(1,785)	(23,934)	(1,785)
Investment income (loss), net	$ 40,355	$ (349)	$ 52,459	$ 2,062

Investment in Debt Securities-Available for Sale (Details Narrative) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Investments, Debt and Equity Securities [Abstract]
Investment in debt securities - available for sale, at fair value	$ 15,371,480	$ 29,803,095

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($)	Jun. 30, 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	$ 15,371,480	$ 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	15,371,480	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	15,371,480	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	15,371,480	29,803,095
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
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]	6 Months Ended
	Jun. 30, 2022 USD ($)
Impairment Effects on Earnings Per Share [Line Items]
Beginning Balance	$ 13,366,234
Impairment charge
Ending Balance	$ 13,366,234

Intangible Assets (Details Narrative) - USD ($)	3 Months Ended			6 Months Ended		12 Months Ended
Intangible Assets (Details Narrative) - USD ($)	Jun. 30, 2022	Dec. 31, 2021	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
IPR and D Drug Technology Platforms [Member]
Restructuring Cost and Reserve [Line Items]
Asset impairment charges	$ 0		$ 0	$ 0	$ 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			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				$ 13,400,000

Schedule of Other Accrued Liabilities (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Amounts due to contract research organizations and other contractual agreements	$ 2,294,622	$ 1,401,356
Accrued payroll and related benefits	1,057,475	1,636,727
Accrued interest	21,875	16,792
Accrued professional fees	395,074	87,250
Other	19,412	31,412
Total	$ 3,788,458	$ 3,173,537

Schedule of Future Principle Payments, Net of Unamortized Debt Discounts (Details)	Jun. 30, 2022 USD ($)
Debt Disclosure [Abstract]
2023
2024	3,000,000
2025	3,000,000
2026 and thereafter
Subtotal of future principal payments	6,000,000
Unamortized debt premium, net	(54,909)
Total	$ 5,945,091

- 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 ($)				3 Months Ended		6 Months Ended
Notes Payable (Details Narrative) - USD ($)	Jun. 18, 2021	Jun. 18, 2021	Jun. 27, 2018	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Aug. 28, 2020
Horizon Technology Finance Corporation [Member]
Line of Credit Facility [Line Items]
Long term line of credit	$ 5,425,000	$ 5,425,000
Horizon Credit Agreement [Member]
Line of Credit Facility [Line Items]
Line of credit facility, maximum borrowing capacity			$ 10,000,000
Proceeds from lines of credit			$ 10,000,000
Amortization of debt issuance costs					$ 102,126	$ 139,428
Interest expense					$ 105,607		$ 225,920
Line of credit facility, remaining borrowing capacity								$ 5,000,000
Fair value of warrants	$ 507,116
Horizon Credit Agreement [Member] \| Common Stock [Member]
Line of Credit Facility [Line Items]
Warrants issued	12,674	12,674
Warrant exercise price	$ 39.45	$ 39.45
Warrant outstanding	6,337	6,337
Horizon Credit Agreement [Member] \| Horizon Technology Finance Corporation [Member]
Line of Credit Facility [Line Items]
Debt instrument face amount								$ 5,000,000
Warrants debt liability	$ 247,548	$ 247,548
Horizon Credit Agreement [Member] \| Horizon Technology Finance Corporation [Member] \| Common Stock [Member]
Line of Credit Facility [Line Items]
Warrants issued	16,501	16,501
Warrant exercise price	$ 15.15	$ 15.15
Warrants cancelled	6,337	6,337
Silicon Valley Bank [Member]
Line of Credit Facility [Line Items]
Line of credit facility, maximum borrowing capacity	$ 10,000,000	$ 10,000,000
Proceeds from lines of credit	6,000,000
Restricted cash	$ 6,000,000.0	$ 6,000,000.0
Debt instrument, interest rate	5.50%	5.50%
Final payment percentage	3.00%	3.00%
Long term line of credit	$ 10,000,000	$ 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
Financing fees and expenses	$ 243,370
End of term charge percentage	3.00%
Amortization of debt issuance costs		$ 300,000				$ 90,630
Interest expense				$ 109,084

Stockholders’ Equity (Details Narrative) - USD ($)								1 Months Ended	3 Months Ended		6 Months Ended
Stockholders’ Equity (Details Narrative) - USD ($)	May 25, 2022	Apr. 06, 2022	Jan. 10, 2022	Mar. 31, 2021	Mar. 19, 2021	Jan. 22, 2021	Dec. 04, 2018	Jan. 31, 2021	Mar. 31, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Mar. 03, 2022	Dec. 31, 2021
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shelf registration statement amount					$ 100,000,000
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											7,098,741			5,770,516
Stock issued, Values										$ 13,753,787	$ 6,339,369	$ 52,697,265
Proceeds from issuance of common stock											$ 6,339,369	$ 52,697,265
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
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
Market Offering Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock issued, Values	$ 7,500,000
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]
Stock issued, shares												500,000
Proceeds from issuance of common stock												$ 6,900,000
Securities Purchase Agreement [Member] \| January 2021 Registered Direct Offering [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock 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]
Stock issued, shares				769,230
Proceeds from issuance of common stock				$ 15,000,000
Share price				$ 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
Securities Purchase Agreement [Member] \| April 2022 Registered Direct Offering [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock issued, shares		1,328,274
Proceeds from issuance of common stock		$ 7,000,000.0
Share price		$ 5.27
Placement agent fee description		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
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
Stock issued, Values										$ 7,692	$ 13,283	$ 29,755
Stock issued, shares										769,231	1,328,274	2,975,503

Summary of Stock Option Awards and Restricted Stock Grants (Details) - USD ($)	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Weighted average exercise price, granted	$ 2.81	$ 1.98
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	$ 38.50
Options outstanding, granted	508,488
Weighted average exercise price, granted	$ 3.11
Options outstanding, Terminated	(17,659)
Weighted average exercise price, Terminated	$ 35.28
Options outstanding, ending balance	932,254
Weighted average exercise price, ending balance	$ 19.25
Options outstanding, aggregate intrinsic value
Options outstanding, exercisable	521,262
Weighted average exercise price, exercisable	$ 27.72
Options outstanding, aggregate intrinsic value, exercisable
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, Terminated	(100)
Weighted average grant date fair value, Terminated	$ 9.45
Non-vested stock awards, ending balance	1,781
Weighted average grant date fair value, ending balance	$ 10.78
Non-vested stock awards, aggregate intrinsic value	$ 3,277

Schedule of Assumptions Used to Determine Fair Value of Options Granted (Details)	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected dividend yield
Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Risk-free interest rate	1.74%	1.56%
Expected volatility	107.60%	106.80%
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]
Risk-free interest rate	3.43%	1.74%
Expected volatility	108.50%	113.00%
Expected life (in years)	9 years	10 years

Stock-Based Compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Millions			3 Months Ended		6 Months Ended
	Feb. 19, 2019	Sep. 28, 2018	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 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					$ 2.81	$ 1.98
Unrecognized share based compensation			$ 1.5		$ 1.5
Unrecognized share based compensation, period					1 year 3 months 18 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, capital shares reserved for future issuance			924,699		924,699
Inducement Awards [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock, capital shares reserved for future issuance			9,336		9,336
Stock Options and Restricted Stock Awards [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share based compensation			$ 0.5	$ 0.8	$ 1.5	$ 2.4
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			0.2	0.3	0.5	0.9
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			$ 0.3	$ 0.5	$ 1.0	$ 1.5
Common Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares issued, shares				769,231	1,328,274	2,975,503
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, capital shares reserved for future issuance			946,454		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 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, capital shares reserved for future issuance			21,755		21,755

Earn-Out Milestone Liability (Details Narrative) - USD ($) $ in Millions	6 Months Ended	12 Months Ended
	Jun. 30, 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] \| 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)	6 Months Ended
Summary of Warrant Activity (Details)	Jun. 30, 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 6 months

Schedule of Lease Payments and Maturity of Operating Lease Liabilities (Details)	Jun. 30, 2022 USD ($)
Leases
Remainder of 2022	$ 301,548
2023	238,609
2024 and thereafter
Subtotal future lease payments	540,157
Less imputed interest	(27,196)
Total lease liabilities	$ 512,961
Operating lease, weighted average remaining lease term	1 year
Operating lease, weighted average discount rate, percent	9.98%

Leases (Details Narrative)			1 Months Ended	3 Months Ended		6 Months Ended		12 Months Ended
Leases (Details Narrative)	Jun. 09, 2021 USD ($) ft²	Jan. 09, 2021	Jan. 31, 2018 USD ($) ft²	Jun. 30, 2022 USD ($) ft²	Jun. 30, 2021 USD ($)	Jun. 30, 2022 USD ($) ft²	Jun. 30, 2021 USD ($)	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. 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.
Area of land \| ft²								10,870
Lease term								66 months
Lease expiration date								Apr. 30, 2017
Operating lease, payments						$ 299,947	$ 264,546
EGEN Asset Purchase Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Area of land \| ft²				11,500		11,500
Huntsville Alabama [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Area of land \| ft²	2,197
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	$ 293,872	261,190
Operating lease, payments				$ 150,374	$ 132,452	$ 299,947	$ 264,546

Technology Development and Licensing Agreements (Details Narrative) - USD ($)		6 Months Ended
	Jan. 18, 2013	Jun. 30, 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