| Stockholders' Equity | Note 11. Stockholders’ Equity In September 2018, the Company filed with the
SEC a $75 million shelf registration statement on Form S-3 (the “2018 Shelf Registration Statement”) (File No. 333-227236)
that allows the Company to issue any combination of common stock, preferred stock or warrants to purchase common stock or preferred
stock. This shelf registration was declared effective on October 12, 2018 and will expire three years from that date. Aspire Purchase Agreements On August 31, 2018, the Company entered into
a common stock purchase agreement (the “2018 Aspire Purchase Agreement”) with Aspire Capital Fund, LLC (“Aspire
Capital”) which provides that, upon the terms and subject to the conditions and limitations set forth therein, Aspire Capital
was committed to purchase up to an aggregate of $15.0 million of shares of the Company’s common stock over the 24-month term
of the 2019 Aspire Purchase Agreement. During 2018, the Company sold and issued an aggregate of 0.1 million shares under the 2018
Aspire Purchase Agreement, receiving approximately $0.2 million. During 2019, the Company sold and issued an aggregate of 3.3 million
shares under the 2018 Aspire Purchase Agreement, receiving approximately $6.3 million. As a result of the Company and Aspire entering
into a new purchase agreement on October 28, 2019 (the “2019 Aspire Purchase Agreement”) discussed in the next paragraph,
the 2018 Aspire Purchase Agreement was terminated. The 2019 Aspire Purchase Agreement provided
that, upon the terms and subject to the conditions and limitations set forth therein, Aspire Capital was committed to purchase
up to an aggregate of $10.0 million of shares of the Company’s common stock over the 24-month term of the 2019 Aspire Purchase
Agreement. During 2019, the Company sold and issued an aggregate of 0.5 million shares under the 2019 Aspire Purchase Agreement,
receiving approximately $0.7 million. During the first quarter of 2020 through March 5, 2020 when the Company delivered notice
to Aspire terminating the 2019 Aspire Purchase Agreement, the Company sold 1.0 million shares of common stock under the Aspire
Purchase Agreement, receiving approximately $1.6 million in additional gross proceeds. Capital on Demand TM On December 4, 2018, the Company entered into
the Capital on Demand Agreement with JonesTrading, pursuant to which the Company may offer and sell, from time to time, through
JonesTrading shares of Common Stock having an aggregate offering price of up to $16.0 million. The Shares will be issued pursuant to Celsion’s
previously filed and effective Registration Statement on Form S-3 (File No. 333-227236), the base prospectus dated October 12,
2018, filed as part of such Registration Statement, and the prospectus supplement dated December 4, 2018, filed by Celsion with
the Securities and Exchange Commission. During 2019, the Company sold and issued an aggregate of 0.5 million shares under the Capital
on Demand Agreement, receiving approximately $1.0 million in gross proceeds. From January 1, 2020 through September 30, 2020, the
Company sold and issued an aggregate of 2.1 million shares under the Capital on Demand Agreement, receiving approximately $4.3
million in gross proceeds. The Company has sold and issued an aggregate of 0.5 million shares under the Capital on Demand Agreement,
receiving approximately $0.3 million in gross proceeds under the Capital on Demand Agreement subsequent to September 30, 2020 through
the date of this Quarterly Report on Form 10Q. As of September 30, 2020, the Company has approximately $10.8 million available
under the Capital on Demand Agreement. Registered Direct Offering On February 27, 2020, we entered into a Securities
Purchase Agreement (the “Purchase Agreement”) with several institutional investors, pursuant to which we agreed to
issue and sell, in a registered direct offering (the “February 2020 Offering”), an aggregate of 4,571,428 shares (the
“Shares”) of our common stock at an offering price of $1.05 per Share for gross proceeds of approximately $4.8 million
before the deduction of the Placement Agent fees and offering expenses. The Shares were offered by the Company pursuant to a registration
statement on Form S-3 (File No. 333-227236). The Purchase Agreement contained customary representations, warranties and agreements
by the Company and customary conditions to closing. In a concurrent private placement (the “Private Placement”), the
Company issued to the investors that participated in the February 2020 Offering, for no additional consideration, warrants, to
purchase up to 2,971,428 shares of Common Stock (the “Original Warrants”). The Original Warrants were initially exercisable
six months following their date of issue and were set to expire on the five-year anniversary of such initial exercise date. The
Original Warrants had an exercise price of $1.15 per share subject to adjustment as provided therein. On March 12, 2020, the Company
entered into private exchange agreements (the “Exchange Agreements”) with holders of the Original Warrants. Pursuant
to the Exchange Agreements, in return for a higher exercise price of $1.24 per share of Common Stock, the Company issued new warrants
to the Investors to purchase up to 3,200,000 shares of Common Stock (the “Exchange Warrants”) in exchange for the Original
Warrants. The Exchange Warrants, like the Original Warrants, are initially exercisable six months following their issuance (the
“Initial Exercise Date”) and expire on the five-year anniversary of their Initial Exercise Date. Other than having
a higher exercise price, different issue date, Initial Exercise Date and expiration date, the terms of the Exchange Warrants are
identical to those of the Original Warrants. On July 31, 2020, the Company filed a Form S-3 Registration Statement to register
the shares of Common Stock issuable under the Exchange Warrants; the Registration Statement was declared effective by the SEC on
August 13, 2020. Underwritten Offering On June 22, 2020, the Company entered into
an underwriting agreement (the “Underwriting Agreement”) with Oppenheimer & Co. Inc. (the “Underwriter”),
relating to the issuance and sale (the “Underwritten Offering”) of 2,666,667 shares of the Company’s common stock.
Pursuant to the terms of the Underwriting Agreement, the Underwriter agreed to purchase the shares at a price of $3.4875 per share.
The Underwriter offered the shares at a public offering price of $3.75 per share, reflecting an underwriting discount equal to
$0.2625, or 7.0% of the public offering price. The net proceeds to the Company from the Underwritten Offering, after deducting
the underwriting discount and estimated offering expenses payable by the Company, were approximately $9.1 million. The Underwritten
Offering closed on June 24, 2020 and was made pursuant to the Company’s effective shelf registration statement on Form S-3
(File No. 333-227236) filed with the Securities and Exchange Commission on September 7, 2018, and declared effective on October
12, 2018, including the base prospectus dated October 12, 2018 included therein and the related prospectus supplement. The Underwriting Agreement contains customary
representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the
Company and the Underwriter including for liabilities under the Securities Act, other obligations of the parties, and termination
provisions. Pursuant to the Underwriting Agreement, until December 31, 2020, the Underwriter shall have a right of first refusal
to act as sole underwriter, initial purchaser, placement/selling agent, or arranger, as the case may be, on any new financing for
the Company (excluding equipment lease financings, loans or grants from governmental authorities or in connection with government
programs and financings relating to or sales of tax attributes) during such period. The Underwriter shall have the sole right to
determine whether or not any other broker dealer shall have the right to participate in any such offering and the economic terms
of any such participation. Pursuant to the Underwriting Agreement, subject to certain exceptions, the Company and certain of the
Company’s executive officers and directors have agreed that, without the prior written consent of the Underwriter and subject
to certain negotiated exceptions, they will not, for a period of 60 days, in either case, following the date of the final prospectus
supplement, sell or otherwise dispose of any of the Company’s securities held by them. LPC Purchase Agreement On September 8, 2020, the Company entered into
a purchase agreement (the “LPC Purchase Agreement”) and a Registration Rights Agreement (the “Registration Rights
Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”), pursuant to which, upon the terms and subject
to the conditions and limitations set forth therein, the Company has the right to sell to Lincoln Park up to $26.0 million of shares
of the Company’s Common Stock at the Company’s discretion as described below (the “ LPC Offering”). Over the 36-month term of the LPC Purchase
Agreement, we have the right, but not the obligation, from time to time, in our sole discretion and subject to certain conditions,
including that the closing price of our Common Stock is not below $0.25 per share, to direct Lincoln Park to purchase up to an
aggregate amount of $26.0 million (subject to certain limitations) of shares of Common Stock. Under the Purchase Agreement, on
any business day selected by us, we may direct Lincoln Park to purchase up to 400,000 shares (the “Regular Purchase Share
Limit”) of our Common Stock (each such purchase, a “Regular Purchase”). Lincoln Park’s maximum obligation
under any single Regular Purchase will not exceed $1,500,000 unless we mutually agree to increase the maximum amount of such Regular
Purchase. The purchase price for shares of Common Stock to be purchased by Lincoln Park under a Regular Purchase will be the equal
to the lower of (in each case, subject to the adjustments described in the LPC Purchase Agreement): (i) the lowest sale price for
our Common Stock on The Nasdaq Capital Market on the applicable purchase date, and (ii) the arithmetic average of the three lowest
sale prices for our Common Stock on The Nasdaq Capital Market during the ten trading days prior to the purchase date. If we direct Lincoln Park to purchase the maximum
number of shares of Common Stock we then may sell in a Regular Purchase, then in addition to such Regular Purchase, and subject
to certain conditions and limitations in the LPC Purchase Agreement, we may direct Lincoln Park to make an “accelerated purchase”
of an additional amount of Common Stock that may not exceed the lesser of (i) 300% of the number of shares purchased pursuant to
the corresponding Regular Purchase and (ii) 30% of the total number of shares of our Common Stock traded on The Nasdaq Capital
Market during a specified period on the applicable purchase date as set forth in the Purchase Agreement. Under certain circumstances
and in accordance with the Purchase Agreement, the Company may direct Lincoln Park to purchase shares in multiple accelerated purchases
on the same trading day. The Purchase Agreement prohibits us from issuing
or selling to Lincoln Park under the Purchase Agreement: (i) in excess of 6,688,588 shares of our Common Stock (the “Exchange
Cap”), unless we obtain stockholder approval to issue shares in excess of the Exchange Cap or the average price of all applicable
sales of our Common Stock to Lincoln Park under the LPC Purchase Agreement equal or exceed the lower of (a) the Nasdaq Official
Closing Price (as defined in the Purchase Agreement) immediately preceding the execution of the LPC Purchase Agreement or (b) the
average of the five Nasdaq Official Closing Prices for the Common Stock immediately preceding the execution of the LPC Purchase
Agreement, as adjusted in accordance with the rules of The Nasdaq Capital Market, and (ii) any shares of our Common Stock if those
shares, when aggregated with all other shares of our Common Stock then beneficially owned by Lincoln Park and its affiliates would
result in Lincoln Park and its affiliates having beneficial ownership of more than 9.99% of the then total outstanding shares of
our Common Stock. The LPC Purchase Agreement does not limit our
ability to raise capital from other sources at our sole discretion, except that we may not enter into any equity line or similar
transaction for 36 months, other than an “at-the-market” offering. The LPC Purchase Agreement and the Registration
Rights Agreement contain customary representations, warranties and agreements of us and Lincoln Park, indemnification rights and
other obligations of the parties. We have the right to terminate the Purchase Agreement at any time on one business day’s
notice to Lincoln Park, at no cost to us. As consideration for entering into the Purchase
Agreement, we issued 437,828 shares of our Common Stock to Lincoln Park (the “LPC Commitment Shares”). We will not
receive any cash proceeds from the issuance of the LPC Commitment Shares. Also pursuant to the LPC Purchase Agreement, Lincoln
Park agreed to an initial purchase of 1,000,000 shares of our Common Stock for an aggregate purchase price of $1,000,000 or $1.00
per share. Lincoln Park has covenanted not to cause or engage in any manner whatsoever, any direct or indirect short selling or
hedging of our shares of Common Stock. The LPC Offering is being made pursuant to
our effective Registration Statement on Form S-3 (File No. 333-227236) (the “Registration Statement”), which was previously
filed with the SEC on September 7, 2018, and declared effective by the SEC on October 12, 2018, and the prospectus supplement related
to the offering filed with the SEC on September 8, 2020. Pursuant to the Registration Rights Agreement, under certain circumstances,
if the Registration Statement is no longer available for use with respect to the offering, we will be required to file additional
registration statement(s). During September 2020, the Company sold and
issued an aggregate of 2.0 million shares, including the LPC Commitment Shares, under the LPC Purchase Agreement, receiving approximately
$1.5 million in gross proceeds. The Company has sold and issued an aggregate of 0.6 million shares under the LPC Purchase Agreement,
receiving approximately $0.4 million in gross proceeds under the LPC Purchase Agreement subsequent to September 30, 2020 through
the date of this Quarterly Report on Form 10-Q. As of September 30, 2020, the Company has approximately $24.5 million available
under the LPC Purchase Agreement. |
