Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 30, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 Public Float | $ 109.9 | ||
Entity Common Stock, Shares Outstanding | 5,770,516 | ||
Documents Incorporated by Reference | NONE | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Name | WithumSmith+Brown, PC | ||
Auditor Location | Princeton, New Jersey | ||
Auditor Firm ID | 100 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 19,586,272 | $ 17,164,177 |
Investment in debt securities - available for sale, at fair value | 29,803,095 | |
Accrued interest receivable on investment securities | 108,844 | |
Advances and deposits on clinical programs and other current assets | 2,447,413 | 1,660,695 |
Total current assets | 51,945,624 | 18,824,872 |
Property and equipment (at cost, less accumulated depreciation and amortization) | 477,011 | 294,551 |
Other assets: | ||
Money market investments, restricted cash | 6,000,000 | |
Deferred income tax asset | 1,383,446 | 1,845,823 |
In-process research and development, net | 13,366,234 | 13,366,234 |
Goodwill | 1,976,101 | |
Operating lease right-of-use assets, net | 690,995 | 1,047,336 |
Other intangible assets, net | 113,660 | |
Deposits and other assets | 183,489 | 58,761 |
Total other assets | 21,624,164 | 18,407,915 |
Total assets | 74,046,799 | 37,527,338 |
Current liabilities: | ||
Accounts payable – trade | 2,547,251 | 2,244,847 |
Other accrued liabilities | 3,173,537 | 2,458,532 |
Notes payable – current portion, net of deferred financing costs | 1,116,663 | |
Operating lease liability - current portion | 548,870 | 433,413 |
Deferred revenue - current portion | 500,000 | 500,000 |
Total current liabilities | 6,769,658 | 6,753,455 |
Earn-out milestone liability | 5,396,000 | 7,018,000 |
Notes payable – non-current portion, net of deferred financing costs | 5,854,461 | 3,934,497 |
Operating lease liability - non-current portion | 230,749 | 710,305 |
Deferred revenue - non-current portion | 500,000 | |
Total liabilities | 18,250,868 | 18,916,257 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred Stock - $0.01 par value (100,000 shares authorized, and no shares issued or outstanding at December 31, 2021 and 2020) | ||
Common stock - $0.01 par value (112,500,000 shares authorized; 5,770,538 and 2,713,424 shares issued at December 31, 2021 and 2020, respectively, and 5,770,516 and 2,713,402 shares outstanding at December 31, 2021 and 2020, respectively) | 57,705 | 27,134 |
Additional paid-in capital | 388,600,979 | 330,669,476 |
Accumulated other comprehensive loss | (7,974) | |
Accumulated deficit | (332,769,591) | (312,000,341) |
Total stockholders’ equity before treasury stock | 55,881,119 | 18,696,269 |
Treasury stock, at cost (22 shares at December 31, 2021 and 2020) | (85,188) | (85,188) |
Total stockholders’ equity | 55,795,931 | 18,611,081 |
Total liabilities and stockholders’ equity | $ 74,046,799 | $ 37,527,338 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 100,000 | 100,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 112,500,000 | 112,500,000 |
Common stock, shares issued | 5,770,538 | 2,713,424 |
Common stock, shares outstanding | 5,770,516 | 2,713,402 |
Treasury stock, shares | 22 | 22 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Technology development and licensing revenue | $ 500,000 | $ 500,000 |
Operating expenses: | ||
Research and development | 10,619,287 | 11,344,819 |
General and administrative | 10,887,903 | 7,641,593 |
Total operating expenses | 21,507,190 | 18,986,412 |
Loss from operations | (21,007,190) | (18,486,412) |
Other income (expense): | ||
Gain (loss) from change in earn-out milestone liability | 1,622,000 | (1,300,291) |
Impairment of goodwill and in-process research and development | (1,976,101) | (2,370,257) |
Loss on debt extinguishment | (234,419) | |
Investment income, net | 10,996 | 119,907 |
Interest expense | (569,881) | (1,292,338) |
Other income | 1,899 | 7 |
Total other (expense) income, net | (1,145,506) | (4,842,972) |
Loss before income tax benefit | (22,152,696) | (23,329,384) |
Income tax benefit | 1,383,446 | 1,845,823 |
Net loss | $ (20,769,250) | $ (21,483,561) |
Net loss per common share - basic and diluted | $ (3.83) | $ (10.08) |
Weighted average common shares outstanding - basic and diluted | 5,426,953 | 2,130,750 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive loss - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Net loss | $ (20,769,250) | $ (21,483,561) |
Changes in: | ||
Realized loss (gain) on investment securities recognized in investment income, net | 7,149 | (53,354) |
Unrealized gain on investment securities | 825 | 10,576 |
Other comprehensive loss (gain) income, net | 7,974 | (42,778) |
Comprehensive loss | $ (20,761,276) | $ (21,526,339) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (20,769,250) | $ (21,483,561) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 702,918 | 741,524 |
Change in fair value of earn-out milestone liability | (1,622,000) | 1,300,291 |
Fair value of warrants issued in exchange for services | 44,798 | |
Stock-based compensation | 3,759,737 | 1,851,391 |
Change in deferred income tax asset | 462,377 | (26,499) |
Impairment of goodwill and in-process research and development | 1,976,101 | 2,370,257 |
Amortization of deferred finance charges and debt discount associated with note payable | 237,258 | 447,483 |
Net changes in: | ||
Accrued interest receivable on investment securities | (108,844) | 21,369 |
Advances and deposits on clinical programs and other current assets | (786,718) | (308,025) |
Other assets | (124,728) | 274,513 |
Accounts payable – trade | 302,404 | (618,102) |
Deferred revenue | (500,000) | (500,000) |
Other accrued liabilities | 247,142 | 265,885 |
Net cash used in operating activities | (16,223,603) | (15,618,676) |
Cash flows from investing activities: | ||
Purchases of investment in debt securities | (53,811,069) | (9,956,892) |
Proceeds from sale and maturity of investment in debt securities | 24,000,000 | 17,900,000 |
Purchases of property and equipment | (311,613) | (19,092) |
Net cash (used in) provided by investing activities | (30,122,682) | 7,924,016 |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock equity, net of issuance costs | 52,688,946 | 22,811,669 |
Proceeds from issuance of common stock upon exercise of warrants | 1,508,666 | |
Proceeds from issuance of common stock upon exercise of stock options | 4,725 | 371,895 |
Proceeds from notes payable | 5,756,630 | |
Payments on notes payable including end-of-term fees | (5,190,587) | (5,200,000) |
Proceeds from Paycheck Protection Program (“PPP”) loans | 1,324,750 | |
Repayments on PPP loans | (1,324,750) | |
Net cash provided by financing activities | 54,768,380 | 17,983,564 |
Change in cash, cash equivalents and restricted cash | 8,422,095 | 10,288,904 |
Cash, cash equivalents and restricted cash at beginning of year | 17,164,177 | 6,875,273 |
Cash, cash equivalents and restricted cash at end of year | 25,586,272 | 17,164,177 |
Supplemental disclosures of cash flow information: | ||
Interest | (357,277) | (844,278) |
Cash paid for amounts included in measurement of lease liabilities: | ||
Operating cash flows from lease payments | 568,269 | 525,809 |
Non-cash financing and investing activities | ||
Common stock issued to settle accrued bonuses | 498,632 | |
Fair value of warrants issued in connection with the debt facility, net of cancelled warrants | 81,102 | |
Realized and unrealized losses (gains), net, on investment in debt securities | $ 7,974 | $ (42,778) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - 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, 2019 | $ 15,504 | $ 305,102,721 | $ (85,188) | $ 42,778 | $ (290,516,780) | $ 14,559,035 |
Beginning balance, shares at Dec. 31, 2019 | 1,550,388 | 22 | ||||
Net loss | (21,483,561) | (21,483,561) | ||||
Sale of equity through equity financing facilities | $ 11,116 | 22,800,553 | 22,811,669 | |||
Sale of equity through equity financing facilities, shares | 1,111,615 | |||||
Issuance of common stock upon exercise of options and vesting of stock awards | $ 96 | 371,799 | 371,895 | |||
Issuance of common stock upon exercise of options and vesting of stock awards, shares | 9,591 | |||||
Issuance of common stock upon exercise of common stock warrants | $ 132 | (132) | ||||
Issuance of common stock upon exercise of common stock warrants,shares | 13,151 | |||||
Common stock issued to settle accrued bonuses | $ 286 | 498,346 | 498,632 | |||
Common stock issued to settle accrued bonuses, shares | 28,657 | |||||
Common stock warrants issued in exchange for services | 44,798 | 44,798 | ||||
Stock-based compensation expense | 1,851,391 | 1,851,391 | ||||
Realized and unrealized gains and losses, net, on investment securities | (42,778) | (42,778) | ||||
Ending balance, value at Dec. 31, 2020 | $ 27,134 | 330,669,476 | $ (85,188) | (312,000,341) | 18,611,081 | |
Ending balance, shares at Dec. 31, 2020 | 2,713,402 | 22 | ||||
Net loss | (20,769,250) | (20,769,250) | ||||
Sale of equity through equity financing facilities | $ 29,755 | 52,659,191 | 52,688,946 | |||
Sale of equity through equity financing facilities, shares | 2,975,503 | |||||
Issuance of common stock upon exercise of options | $ 5 | 4,720 | 4,725 | |||
Issuance of common stock upon exercise of options, shares | 500 | |||||
Shares issued pursuant to warrant exercises | $ 811 | 1,507,855 | 1,508,666 | |||
Shares issued pursuant to warrant exercises, shares | 81,111 | |||||
Stock-based compensation expense | 3,759,737 | 3,759,737 | ||||
Realized and unrealized gains and losses, net, on investment securities | (7,974) | (7,974) | ||||
Ending balance, value at Dec. 31, 2021 | $ 57,705 | $ 388,600,979 | $ (85,188) | $ (7,974) | $ (332,769,591) | $ 55,795,931 |
Ending balance, shares at Dec. 31, 2021 | 5,770,516 | 22 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Description of Business 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 ® Basis of Presentation The accompanying consolidated financial statements (“Financial Statements”) of Celsion have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the U.S. and include the accounts of the Company, CLSN Laboratories, Inc. and Celsion GmbH. All significant intercompany balances and transactions have been eliminated in consolidation. The preparation of the 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 these estimates. Events and conditions arising subsequent to the most recent balance sheet date through the date of the issuance of the Financial Statements have been evaluated for their possible impact on the Financial Statements and accompanying notes. No events and conditions would give rise to any information that required accounting recognition or disclosure in the Financial Statements other than those arising in the ordinary course of business. Use of Estimates The preparation of financial statements in conformity with US GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Financial Statements and the reported amounts of expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates using historical experience and other factors, including the current economic environment. Significant items subject to such estimates are assumptions used for purposes of determining stock-based compensation, the fair value of the earn-out milestone liabilities, estimates for contingent liabilities, if any, and accounting for valuation of in-process research and development assets and goodwill evaluation. Management believes its estimates to be reasonable under the circumstances. Actual results could differ significantly from those estimates. Significant estimates in these financials are the valuation of options granted and valuation methods used to determine the recoverability of goodwill and other intangible assets. Revenue Recognition The Company’s sole revenue stream is related to the Hisun agreement described in Note 18. There were no 0.5 1.0 Cash and Cash Equivalents Cash and cash equivalents include cash on hand and investments purchased with an original maturity of three months or less. A portion of these funds are not covered by FDIC insurance. Restricted Cash As a condition of the $10 million loan facility with Silicon Valley Bank (“SVB”) entered into on June 18, 2021 as further discussed in Note 8, 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 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 December 31, 2021. This amount is presented in part as restricted cash in other non-current assets on the accompanying condensed consolidated balance sheets. Fair Value of Financial Instruments The carrying values of investment securities approximate their respective fair values. Management believes that the carrying amounts of the Company’s investment securities, including cash and cash equivalents, accounts payable and accrued expenses, approximate fair value due to the short-term nature of those instruments. Short-term investments are recorded at their estimated fair value. Short-Term Investments The Company classifies its investments in debt securities with readily determinable fair values as investments available-for-sale in accordance with Accounting Standards Codification (“ASC”) 320, Investments - Debt and Equity Securities. Available-for-sale securities consist of debt securities not classified as trading securities or as securities to be held to maturity. The Company has classified all of its investments as available-for-sale. Unrealized holding gains and losses on available-for-sale securities are reported as a net amount in accumulated other comprehensive gain or loss in stockholders’ equity until realized. Gains and losses on the sale of available-for-sale securities are determined using the specific identification method. The Company’s short-term investments consist of corporate bonds. Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is provided over the estimated useful lives of the related assets, ranging from three to seven years, using the straight-line method. Amortization is recognized over the lesser of the life of the asset or the lease term. Major renewals and improvements are capitalized at cost and ordinary repairs and maintenance are charged against operating expenses as incurred. Depreciation expense was approximately $ 130,000 The Company reviews property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An asset is considered impaired if its carrying amount exceeds the future net undiscounted cash flows that the asset is expected to generate. If such asset is considered to be impaired, the impairment recognized is the amount by which the carrying amount of the asset, if any, exceeds its fair value determined using a discounted cash flow model. There was no Deposits Deposits include real property security deposits and other deposits which are contractually required and of a long-term nature. In-Process Research and Development, Other Intangible Assets and Goodwill During 2014, the Company acquired certain assets of EGEN, Inc. As more fully described in Note 5, the acquisition was accounted for under the acquisition method of accounting which required the Company to perform an allocation of the purchase price to the assets acquired and liabilities assumed. Under the acquisition method of accounting, the total purchase price is allocated to net tangible and intangible assets and liabilities based on their estimated fair values as of the acquisition date. Impairment or Disposal of Long-Lived Assets The Company assesses the impairment of its long-lived assets under accounting standards for the impairment or disposal of long-lived assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. For long-lived assets to be held and used, the Company recognizes an impairment loss only if its carrying amount is not recoverable through its undiscounted cash flows and measures the impairment loss based on the difference between the carrying amount and fair value. See Note 5 for information on impairment losses of its in - Comprehensive Income (Loss) ASC 220, Comprehensive Income 220 Research and Development Research and development costs are expensed as incurred. Equipment and facilities acquired for research and development activities that have alternative future uses are capitalized and charged to expense over their estimated useful lives. Net Loss Per Common Share Basic and diluted net loss per common share was computed by dividing net loss for the year by the weighted average number of shares of common stock outstanding, both basic and diluted, during each period. The impact of common stock equivalents has been excluded from the computation of diluted weighted average common shares outstanding in periods where there is a net loss, as their effect is anti-dilutive. For the years ended December 31, 2021 and 2020, the total number of shares of common stock issuable upon exercise of warrants and equity awards is 618,800 565,399 Income Taxes Income taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax asset and liabilities of a change in tax rates is recognized in results of operations in the period that the tax rate change occurs. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. In accordance with ASC 740, Income Taxes, As more fully discussed in Note 9, on November 8, 2021, the Company received approval from the New Jersey Economic Development Authority to sell $ 1.5 million of its New Jersey net operating losses (“New Jersey NOLs”), recognizing a tax benefit for the year ended December 31, 2021 for the net proceeds (approximately $ 1.4 million) by reducing the net operating loss valuation allowance. As more fully discussed in Note 9, on December 1, 2021, the Company was notified by the New Jersey Economic Development Authority that its application was approved and the Company entered into an agreement to sell this NOL. On February 25, 2022, the Company received approximately $ 1.4 million upon completion of the sale of the 2020 New Jersey NOLs. The During 2020, the Company received approval to sell $ 2.0 million of its New Jersey NOLs, receiving net proceeds of approximately $ 1.9 million. As part of the Technology Business Tax Certificate Program sponsored by The New Jersey Economic Development Authority, emerging biotechnology companies with unused New Jersey NOLs and unused research and development credits are allowed to sell these benefits to other New Jersey-based companies. During 2021, the New Jersey State Legislature increased the maximum lifetime benefit per company from $ 15 million to $ 20 million, which will allow the Company to participate in this innovative funding program in future years for up to an additional $ 3.4 million in New Jersey NOLs under this maximum lifetime benefit. (see Note 2). Stock-Based Compensation In March 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-09, Compensation-Stock Compensation Recent 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 consolidated financial position, results of operations, and cash flows, or do not apply to our operations. In February 2016, the FASB issued ASU No. 2016-02, Leases - Topic 842 (ASC Topic 842) 1.4 1.5 0.1 In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement: Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740) 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 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)”. |
FINANCIAL CONDITION
FINANCIAL CONDITION | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
FINANCIAL CONDITION | 2. FINANCIAL CONDITION Since inception, the Company has incurred substantial operating losses, principally from expenses associated with the Company’s research and development programs, clinical trials conducted in connection with the Company’s product candidates, and applications and submissions to the U.S. Food and Drug Administration. The Company has not generated significant revenue and has incurred significant net losses in each year since our inception. As of December 31, 2021, the Company has incurred approximately $ 333 56.9 The Company expects its operating losses to continue for the foreseeable future as it continues its product development efforts, and when it undertakes marketing and sales activities. The Company’s ability to achieve profitability is dependent upon its ability to obtain governmental approvals, manufacture, and market and sell its new product candidates. There can be no assurance that the Company will be able to commercialize its technology successfully or that profitability will ever be achieved. The operating results of the Company have fluctuated significantly in the past. In January 2020, the World Health Organization declared an outbreak of coronavirus, COVID-19, to be a “Public Health Emergency of International Concern,” and the U.S. Department of Health and Human Services declared a public health emergency to aid the U.S. healthcare community in responding to COVID-19. This virus has spread to over 200 countries, including the U.S. Governments and businesses around the world have taken unprecedented actions to mitigate the spread of COVID-19, including, but not limited to, shelter-in-place orders, quarantines, significant restrictions on travel, as well as restrictions that prohibit many employees from going to work. Uncertainty with respect to the economic impacts of the pandemic has introduced significant volatility in the financial markets. The Company did not observe significant impacts on its business or results of operations during 2021 or 2020 due to the global emergence of COVID-19. While the extent to which COVID-19 impacts the Company’s future results will depend on future developments, the pandemic and associated economic impacts could result in a material impact to the Company’s future financial condition, results of operations and cash flows. The Company’s ability to raise additional capital may be adversely impacted by potential worsening global economic conditions and the recent disruptions to, and volatility in, financial markets in the U.S. and worldwide resulting from the ongoing COVID-19 pandemic. The disruptions caused by COVID-19 may also disrupt the clinical trials process and enrollment of patients. This may delay commercialization efforts. The Company continues to monitor its operating activities in light of these events, and it is reasonably possible that the virus could have a negative effect on the Company’s financial condition and results of operations. The specific impact, if any, is not readily determinable as of the date of the Financial Statements. The actual amount of funds the Company will need to operate is subject to many factors, some of which are beyond the Company’s control. These factors include the following: ● the progress of research activities; ● the number and scope of research programs; ● the progress of preclinical and clinical development activities; ● the progress of the development efforts of parties with whom the Company has entered into research and development agreements; ● the costs associated with additional clinical trials of product candidates; ● the ability to maintain current research and development licensing arrangements and to establish new research and development and licensing arrangements; ● the ability to achieve milestones under licensing arrangements; ● the costs involved in prosecuting and enforcing patent claims and other intellectual property rights; and ● the costs and timing of regulatory approvals. On July 13, 2020, the Company announced that it has received a recommendation from the independent DMC to consider stopping the global Phase III OPTIMA Study of ThermoDox ® Since 2018, the Company has annually submitted applications to sell a portion of the Company’s State of New Jersey net operating losses as part of the Technology Business Tax Certificate Program sponsored by The New Jersey Economic Development Authority. Under the program, emerging biotechnology companies with unused New Jersey NOLs and unused research and development credits are allowed to sell these benefits to other New Jersey-based companies. In 2018 and 2019, the Company sold cumulative New Jersey NOLs from 2011 to 2018 totaling $ 13 million and received net proceeds of $ 12.2 million. As part of the Technology Business Tax Certificate Program, the Company sold $ 1.5 million and $ 2.0 million of its New Jersey NOLs in 2021 and 2020, respectively. The sale of these net operating losses resulted in net proceeds to the Company of approximately $ 1.4 million in 2021 and $ 1.9 million in 2020. During 2021, the New Jersey State Legislature increased the maximum lifetime benefit per company from $ 15 million to $ 20 million, which will allow the Company to participate in this funding program in future years for up to an additional $ 3.4 million in net operating losses under this maximum lifetime benefit. In June 2018, the Company entered into a Credit Agreement with Horizon Technology Finance Corporation (“Horizon”) that provided $ 10 Payments under the loan agreement are interest only (calculated based on one-month LIBOR plus 7.625 5 10 0.2 5 10 6 4 3.25 The Company has based its estimates on assumptions that may prove to be wrong. The Company may need to obtain additional funds sooner or in greater amounts than it currently anticipates. Potential sources of financing include strategic relationships, public or private sales of the Company’s shares or debt, the sale of the Company’s New Jersey NOLs and other sources. If the Company raises funds by selling additional shares of common stock or other securities convertible into common stock, the ownership interest of existing stockholders may be diluted. See Note 19 for a discussion of the Company’s issuance and redemption of Series A Preferred Stock and Series B Preferred Stock. |
INVESTMENTS IN DEBT SECURITIES
INVESTMENTS IN DEBT SECURITIES AVAILABLE FOR SALE | 12 Months Ended |
Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
INVESTMENTS IN DEBT SECURITIES AVAILABLE FOR SALE | 3. INVESTMENTS IN DEBT SECURITIES AVAILABLE FOR SALE Investments in debt securities available for sale with a fair value of $ 29,803,095 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: SCHEDULE OF COST, FAIR VALUE AND MATURITIES OF SHORT TERM INVESTMENTS December 31, 2021 December 31, 2020 Cost Fair Value Cost Fair Value Short-term investments U.S. Treasury securities $ 14,786,982 $ 14,778,705 $ - $ - Corporate debt securities 15,024,087 15,024,390 - - Total $ 29,811,069 $ 29,803,095 $ - $ - December 31, 2021 December 31, 2020 Cost Fair Value Cost Fair Value Short-term investment maturities Within 3 months $ 19,798,177 $ 19,799,835 $ - $ - Between 3-12 months 10,012,892 10,003,260 - - Total $ 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 December 31, 2021 and 2020. The Company has reviewed individual securities to determine whether a decline in fair value below the amortizable cost basis is other than temporary. SUMMARY OF INVESTMENT SECURITIES GROSS UNREALIZED GAINS (LOSSES) December 31, 2021 December 31, 2020 Available for sale securities (all unrealized holding gains and losses are less than 12 months at date of measurement) Fair Value Unrealized Holding Gains (Losses) Fair Value Unrealized Holding Gains (Losses) Investments in debt securities with unrealized gains $ 8,999,580 $ 3,499 $ - $ - Investments in debt securities with unrealized losses 20,803,515 $ (11,473 ) - - Total $ 29,803,095 $ (7,974 ) $ - $ - Investment 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 NET REALIZED LOSSES ON SALES OF AVAILABLE FOR SALE SECURITIES AND INVESTMENT INCOME INTEREST AND DIVIDENDS 2021 2020 Interest and dividends accrued and paid $ 18,145 $ 66,553 Realized (losses) gains (7,149 ) 53,354 Investment income net $ 10,996 $ 119,907 |
FAIR VALUES OF FINANCIAL INSTRU
FAIR VALUES OF FINANCIAL INSTRUMENTS | 12 Months Ended |
Dec. 31, 2021 | |
Fair Values Of Financial Instruments | |
FAIR VALUES OF FINANCIAL INSTRUMENTS | 4. FAIR VALUES OF FINANCIAL INSTRUMENTS FASB ASC Section 820, Fair Value Measurements and Disclosures Level 1: Quoted prices (unadjusted) or identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date; Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data; and Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions that market participants would use in pricing an asset or liability. Cash and cash equivalents, other current assets, accounts payable and other accrued liabilities are reflected in the condensed consolidated balance sheet at their approximate estimated fair values primarily due to their short-term nature. The fair values of securities available for sale is determined by relying on the securities’ relationship to other benchmark quoted securities and classified its investments as Level 2 items in both 2021 and 2020. 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 years ended December 31, 2021 and 2020. The changes in Level 3 liabilities were the result of changes in the fair value of the earn-out milestone liability included in earnings and in-process R&D. The earnout milestone liability is valued using a risk-adjusted assessment of the probability of payment of each milestone, discounted to present value using an estimated time to achieve the milestone (see Note 12). Assets and liabilities measured at fair value are summarized below: SCHEDULE OF FAIR VALUE, ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS 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 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 5) $ 13,366,234 $ – $ – $ 13,366,234 Recurring items as of December 31, 2020 Corporate debt securities, available for sale $ – $ – $ – $ – Non-recurring items as of December 31, 2020 In-process R&D (Note 5) $ 13,366,234 $ – $ – $ 13,366,234 Liabilities: Recurring items as of December 31, 2021 Earn-out milestone liability (Note 12) $ 5,396,000 $ – $ – $ 5,396,000 Recurring items as of December 31, 2020 Earn-out milestone liability (Note 12) $ 7,018,000 $ – $ – $ 7,017,000 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | 5. INTANGIBLE ASSETS In June 2014, the Company completed the acquisition of substantially all of the assets of EGEN, Inc., an Alabama corporation (“EGEN”), which changed its company name to EGWU, Inc. after the closing of the acquisition (the “EGEN Acquisition”). We acquired all of EGEN’s right, title and interest in and to substantially all of the assets of EGEN, including cash and cash equivalents, patents, trademarks and other intellectual property rights, clinical data, certain contracts, licenses and permits, equipment, furniture, office equipment, furnishings, supplies and other tangible personal property. In addition, CLSN Laboratories assumed certain specified liabilities of EGEN, including the liabilities arising out of the acquired contracts and other assets relating to periods after the closing date. Acquired In-process Research and Development. Acquired in-process research and development (“IPR&D”) consists of EGEN’s drug technology platforms: TheraPlas and TheraSilence. The fair value of the IPR&D drug technology platforms was estimated to be $ 24.2 The Company’s ovarian cancer indication, with original value of $ 13.3 no The Company’s GBM candidate, with original value of $ 9.4 7 2.4 2.4 2.4 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 7 113,660 227,316 113,660 1,477,554 Goodwill The purchase price exceeded the estimated fair value of the net assets acquired by approximately $ 2.0 2.0 2.0 Following is a summary of the net fair value of the assets acquired in the EGEN Acquisition for the two years ended December 31, 2021: SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED IPR&D Goodwill Covenant Not to Compete Balance at January 1, 2020, net $ 15,736,491 $ 1,976,101 $ 340,976 Amortization - - (227,316 ) Impairment charge (2,370,257 ) - - Balance at December 31, 2020, net $ 13,366,234 $ 1,976,101 $ 113,660 Balance $ 13,366,234 $ 1,976,101 $ 113,660 Amortization - - (113,660 ) Impairment charge - (1,976,101 ) - Balance at December 31, 2021, net $ 13,366,234 $ - $ - Balance $ 13,366,234 $ - $ - |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | 6. PROPERTY AND EQUIPMENT Property and equipment at December 31, 2021 and 2020 consist of the following: SUMMARY OF PROPERTY AND EQUIPMENT 2021 2020 December 31, 2021 2020 Machinery and equipment ( 5 7 $ 3,106,069 $ 2,832,995 Machinery and equipment ( 5 7 $ 3,106,069 $ 2,832,995 Furniture and fixtures ( 3 5 383,477 344,939 Leasehold improvements ( 5 7 343,203 343,202 Property and equipment gross 3,832,749 3,521,136 Less accumulated depreciation and amortization (3,355,738 ) (3,226,585 ) Total $ 477,011 $ 294,551 |
OTHER ACCRUED LIABILITIES
OTHER ACCRUED LIABILITIES | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
OTHER ACCRUED LIABILITIES | 7 . OTHER ACCRUED LIABILITIES Other accrued liabilities at December 31, 2021 and 2020 include the following: SCHEDULE OF OTHER ACCRUED LIABILITIES 2021 2020 December 31, 2021 2020 Amounts due to contract research organizations and other contractual agreements $ 1,401,356 $ 636,000 Accrued payroll and related benefits 1,636,727 1,736,271 Accrued interest 16,792 – Accrued professional fees 87,250 66,850 Other 31,412 19,411 Total $ 3,173,537 $ 2,458,532 |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | 8. NOTES PAYABLE The SVB Loan Facility On June 18, 2021, the Company entered into a $ 10 6 6.0 4 The SVB Loan Facility is in the form of money market secured indebtedness bearing interest at a calculated WSJ Prime-based variable rate (currently 3.25 3 10 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 3.0 300,000 106,709 97,831 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: SCHEDULE OF FUTURE PRINCIPLE PAYMENTS, NET OF UNAMORTIZED DEBT DISCOUNTS As of September 30, 2022 $ – 2023 1,500,000 2024 3,000,000 2025 and thereafter 1,500,000 Subtotal of future principal payments 6,000,000 Unamortized debt premium, net (145,539 ) Total $ 5,854,461 Horizon Credit Agreement On June 27, 2018, the Company entered into a loan agreement with Horizon Technology Finance Corporation (“Horizon”) that provided $ 10 10 5 10 0.2 5 Pursuant to the Amendment, the remaining $ 5 The obligations bore interest at a rate calculated based an amount by which the one-month LIBOR exceeds 2% plus 7.625%. In no event shall the interest rate be less than 9.625%. Payments pursuant to the Amendment were interest only for the first 12 months after August 1, 2020, followed by a 21-month amortization period of principal and interest through the scheduled maturity date on April 1, 2023. In addition, the remaining $ 5 275,000 In connection with the Amendment, Celsion agreed to a liquidity covenant which provided that, at all times, Celsion maintain unrestricted cash and/or cash equivalents on deposit in accounts over which the applicable lenders maintained an account control agreement in an amount not less than $2.5 million. In addition, pursuant to the Amendment, Celsion agreed to provide evidence to Horizon on or before March 31, 2021, that it received aggregate cash proceeds of not less than $5 million from the sale of equity, debt, its New Jersey NOLs, or a combination thereof, subsequent to the date of the Amendment. The Company met this requirement during the fourth quarter of 2020. In connection with the Horizon Credit Agreement, the Company incurred financing fees and expenses totaling $ 175,000 100,000 782,116 4.0 400,000 As a fee in connection with the Horizon Credit Agreement, Celsion issued Horizon warrants exercisable for a total of 12,674 39.45 507,116 6,337 15.15 16,501 6,337 39.45 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 Horizon Credit Agreement contains customary representations, warranties and affirmative and negative covenants including, among other things, covenants that limit or restrict Celsion’s ability to grant liens, incur indebtedness, make certain restricted payments, merge, or consolidate and make dispositions of assets. The Amendment was evaluated in accordance with FASB ASC 470-50, Debt-Modifications and Extinguishments 5 5 0.2 We accounted for the remaining $ 5 5,000 247,548 109,706 275,000 142,605 During the year ending December 31, 2021, the Company incurred $ 225,920 139,428 808,899 483,439 On June 18, 2021, as a condition of entering into the SVB Loan Facility, the Company paid the 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 During the year ending December 31, 2021, the Company recorded a loss of $ 234,419 190,581 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 9. INCOME TAXES The income tax provision (benefit) for the years ended December 31, 2021 and 2020 consists of the following: SCHEDULE OF INCOME TAX PROVISION (BENEFIT) 2021 2020 Federal Current $ - $ - Deferred - - State and Local - - Current - - Deferred (1,383,446 ) (1,845,823 ) Total $ (1,383,446 ) $ (1,845,823 ) A reconciliation of the Company’s statutory tax rate to the effective rate for the years ended December 31, 2021 and 2020 is as follows: SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION 2021 2020 Federal statutory rate 21.0 % 21.0 % State taxes, net of federal tax benefit 7.8 7.8 Permanent differences (15.0 ) (5.3 ) Other – – Change in valuation allowance and deferred rate change, net (7.6 ) (15.5 ) Effective tax rate 6.2 % 8.0 % The components of the Company’s deferred tax asset as of December 31, 2021 and 2020 are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 2021 2020 December 31, 2021 2020 Net operating loss carryforwards $ 64,915,000 $ 60,446,000 Other Deferred tax assets, net 5,213,000 5,182,000 Subtotal 70,128,000 65,628,000 Valuation allowance (68,744,554 ) (63,782,177 ) Total deferred tax asset $ 1,383,446 $ 1,845,823 The evaluation of the realizability of such deferred tax assets in future periods is made based upon a variety of factors that affect the Company’s ability to generate future taxable income, such as intent and ability to sell assets and historical and projected operating performance. As of December 31, 2020, the Company has established a valuation reserve for its deferred income tax assets other than those related to its New Jersey NOLs. At December 31, 2020, after its evaluation of its New Jersey NOLs as discussed more fully below, the Company reduced the valuation reserve and recognized $ 1.8 274 225 45 the deduction for net operating losses incurred in tax years beginning after January 1, 2018 is limited to 80% of annual taxable income. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted in response to the COVID-19 pandemic. The CARES Act provides for economic and cash liquidity stimulus through various means including payroll tax credits, payroll tax deferral, short-term changes in tax deductibility of interest expenses among other things. The Act also permits NOL carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before 2021. Previously, NOLs generated after December 31, 2017 were limited to 80% of taxable income in future years. In addition, the CARES Act allows NOLs incurred in 2018 through 2021 to be carried back to each of the five preceding tax years. The Company evaluated the various aspects of the Act and determined that there was no material effect on the Financial Statements. 58 expire starting in 2029 through 2040 During 2021, 2020 and in prior years, the Company performed analyses to determine if there were changes in ownership, as defined by Section 382 of the Internal Revenue Code that would limit its ability to utilize certain net operating loss and tax credit carry forwards. The Company determined that it experienced ownership changes, as defined by Section 382, in connection with certain common stock offerings in July 2011, February 2013, June 2013, June 2015, February 2017, June 2017, October 2017, August 2018, February 2020 and January 2021. As a result, the utilization of the Company’s federal tax net operating loss carry forwards generated prior to the ownership changes are limited. As of December 31, 2021, the Company has net operating loss carry forwards for U.S. federal and state tax purposes of approximately $ 274 4.2 90 1.4 34 1.5 4 1.6 40 0.3 35 0.3 7 0.8 5 1.5 30 0.8 15 2.0 40 Sale of New Jersey Net Operating Losses Since 2018, the Company has annually submitted applications to sell a portion of the Company’s New Jersey NOLs as part of the Technology Business Tax Certificate Program sponsored by The New Jersey Economic Development Authority. Under the program, emerging biotechnology companies with unused New Jersey NOLs and unused research and development credits are allowed to sell these benefits to other New Jersey-based companies. In 2018 and 2019, the Company sold cumulative New Jersey NOLs from 2011 to 2018 totaling $ 13 million and received net proceeds of $ 12.2 million. As part of the Technology Business Tax Certificate Program, the Company sold $ 1.5 million and $ 2.0 million of its New Jersey NOLs in 2021 and 2020, respectively. The sale of these net operating losses resulted in net proceeds to the Company of approximately $ 1.4 million in 2021 and $ 1.9 million in 2020. During 2021, the New Jersey State Legislature increased the maximum lifetime benefit per company from $ 15 million to $ 20 million, which will allow the Company to participate in this funding program in future years for up to an additional $ 3.4 million in net operating losses under this maximum lifetime benefit. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | 10. STOCKHOLDERS’ EQUITY In September 2018, the Company filed with the SEC a $ 75 On March 19, 2021, the Company filed with the SEC a new $ 100 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 31, 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 are: ● 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 5,770,516 The amount of the Company’s outstanding convertible preferred stock were not affected by the reverse stock split. 6.6 0.4 2.5 0.2 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 During 2020, the Company sold and issued an aggregate of 0.3 6.2 0.5 6.9 February 2020 Registered Direct Offering On February 27, 2020, the Company entered into a Securities Purchase Agreement (the “February 2020 Purchase Agreement”) with several institutional investors, pursuant to which the Company issued and sold, in a registered direct offering (the “February 2020 Offering”), an aggregate of 304,761 15.75 4.8 198,095 17.25 18.60 213,333 81,111 1.5 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 177,777 52.3125 56.25 3.9375 7 9.1 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 had 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 had 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 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 $ 26.0 218,854 2.2 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 20.25 35 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 19.50 15 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. 2019 Aspire Purchase Agreement In 2019, Company, entered into the 2019 Aspire Purchase Agreement with Aspire Capital. Pursuant to the 2019 Aspire Purchase Agreement, 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. On March 5, 2020, the Company delivered notice to Aspire Capital terminating the 2019 Aspire Purchase Agreement effective as of March 6, 2020. During the first quarter of 2020, the Company sold 66,666 million shares of common stock under the 2019 Aspire Purchase Agreement and received $1.6 million in gross proceeds. Series A and Series B Convertible Redeemable Preferred Stock Offering On January 10, 2022, the Company entered into a Securities Purchase Agreement (the “Preferred Stock Purchase Agreement”) with several institutional investors, pursuant to which the Company agreed to issue and sell, in concurrent registered direct offerings (the “Preferred Offerings”), (i) 50,000 shares of the Company’s Series A Convertible Redeemable Preferred Stock, par value $ 0.01 per share (the “Series A Preferred Stock”), and (ii) 50,000 shares of the Company’s Series B Convertible Redeemable Preferred Stock, par value $ 0.01 per share (the “Series B Preferred Stock” and together with the Series A Preferred Stock, the “Preferred Stock”), in each case at an offering price of $ 285 per share, representing a 5% original issue discount to the stated value of $ 300 per share, for gross proceeds of each Preferred Offering of $ 14.25 million, or approximately $28.50 million in the aggregate for the Preferred Offerings, before the deduction of the Placement Agent’s (as defined below) fee and offering expenses. The shares of Series A Preferred Stock have a stated value of $ 300 per share and are convertible, at a conversion price of $ 13.65 per share, into 1,098,901 shares of common stock (subject in certain circumstances to adjustments). The shares of Series B Preferred Stock have a stated value of $ 300 per share and are convertible, at a conversion price of $ 15.00 per share, into 1,000,000 shares of common stock (subject in certain circumstances to adjustments). The closing of the Preferred Offerings occurred on January 13, 2022. The Company held a special meeting of stockholders to consider an amendment (the “Amendment”) to the Company’s Certificate of Incorporation, as amended (the “Charter”), to effect a reverse stock split of the outstanding shares of common stock (“Common Stock”) by a ratio to be determined by the Board of Directors of the Company (the “Reverse Stock Split”), ranging from 7-to-1 to, 10-to-1, 12-to-1 or 15-to-1. The investors have agreed in the Purchase Agreement 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. The Amendment required the approval of the majority of the votes associated with the Company’s outstanding stock entitled to vote on the proposal. Pursuant to the 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 has 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 has 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 has the right to cast 3,000 votes per share The holder of Preferred Stock will be entitled to dividends, on an as-if converted basis, equal to dividends actually paid, if any, on shares of Common Stock. The Preferred Stock is 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 can be converted at the option of the holder at any time after the Company has 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 can cause the holder of the Preferred Stock to convert their shares of Preferred Stock, subject to such beneficial ownership limitations. Each holder of the Preferred Stock has 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. On March 3, 2022, the Company redeemed for cash at a price equal to 105% of the $ 300 50,000 Series A Preferred Stock and its 50,000 In connection with the Preferred Offerings, the Company entered into a placement agent agreement (the “Placement Agent Agreement”) with AGP pursuant to which the Company agreed to pay AGP an aggregate cash fee equal to $ 1,000,000 110,000 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. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | 11. 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 80,000 260,000 166,667 426,667 513,333 940,000 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 9,332 1,266 8,666 41.55 32.70 three years As of December 31, 2021, there were a total of 946,561 433,676 512,884 9,332 Total compensation cost related to stock options and restricted stock awards was approximately $ 3.8 1.9 1.4 0.8 2.4 1.1 429,855 A summary of stock option awards as of December 31, 2021 and changes during the two-year period ended December 31, 2021 is presented below: SUMMARY OF STOCK OPTIONS Stock Options Number Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding at January 1, 2020 288,808 $ 39.45 Options granted 44,683 $ 51.15 Options exercised (9,390 ) $ 39.60 Options canceled or expired (15,788 ) $ 32.07 Outstanding at December 31, 2020 308,313 $ 41.55 Options granted 148,016 $ 32.09 Options exercised (500 ) $ 9.45 Options canceled or expired (14,404 ) $ 38.23 Outstanding at December 31, 2021 441,425 $ 38.70 7.4 $ – Exercisable at December 31, 2021 292,332 $ 40.58 6.9 $ – A summary of the status of the Company’s non-vested restricted stock awards as of December 31, 2021 and changes during the two-year period ended December 31, 2021, is presented below: SUMMARY OF NON-VESTED RESTRICTED STOCK AWARDS Restricted Stock Number Outstanding Weighted Average Grant Date Fair Value Non-vested stock awards outstanding at January 1, 2020 583 $ 23.85 Granted 28,773 $ 17.37 Vested and issued (28,940 ) $ 17.46 Forfeited (233 ) $ 23.85 Non-vested stock awards outstanding at December 31, 2020 183 $ 14.70 Granted 1,466 $ 13.48 Forfeited (66 ) $ 33.30 Non-vested stock awards outstanding at December 31, 2021 1,583 $ 14.25 A summary of stock options outstanding at December 31, 2021 by price range is as follows: SUMMARY OF STOCK OPTIONS OUTSTANDING Options Outstanding Options Exercisable Range of Exercise Prices Number Weighted Average Remaining Contractual Term (in years) Weighted Average Exercise Price Number Weighted Average Remaining Contractual Term (in years) Weighted Average Exercise Price Up to $ 30.00 39,316 8.4 $ 21.93 17,648 7.8 $ 25.20 $ 30.01 75.00 397,903 7.5 $ 37.59 270,478 6.9 $ 37.80 Above $ 75.00 4,206 4.2 $ 282.27 4,206 4.3 $ 284.10 441,425 292,332 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: SCHEDULE OF ASSUMPTIONS USED TO DETERMINE FAIR VALUE OF OPTIONS GRANTED Year Ended December 31, 2021 2020 Risk-free interest rate 1.54 1.74 % 0.65 1.33 % Expected volatility 106.8 113.2 % 100.4 109.1 % Expected life (in years) 7.5 10.0 7.5 10.0 Expected dividend yield 0.0 % 0.0 % Expected volatilities utilized in the model are based on historical volatility of the Company’s stock price. As of December 31, 2021, there was $ 1.7 1.0 |
EARN-OUT MILESTONE LIABILITY
EARN-OUT MILESTONE LIABILITY | 12 Months Ended |
Dec. 31, 2021 | |
Earn-out Milestone Liability | |
EARN-OUT MILESTONE LIABILITY | 12. EARN-OUT MILESTONE LIABILITY The total aggregate purchase price for the EGEN Acquisition included potential future Earn-out Payments contingent upon achievement of certain milestones. The difference between the aggregate $ 30.4 13.9 each milestone (10% to 67%) and utilizing a discount rate based on the estimated time to achieve the milestone (1.5 to 2.5 years). On March 28, 2019, the Company and EGWU, Inc., entered into the Amended Asset Purchase Agreement. Pursuant to the Amended Asset Purchase Agreement, payment of the earnout milestone liability related to the Ovarian Cancer Indication of $ 12.4 a) $ 7.0 b) $ 12.4 The Company provided EGWU, Inc. 13,333 0.15 30.00 13,151 13,333 At December 31, 2021, the Company fair valued the earn-out milestone liability at $ 5.4 1.6 7.0 At December 31, 2020, the Company fair valued the earn-out milestone liability at $ 7.0 1.3 5.7 The following is a summary of the changes in the earn-out milestone liability for 2020 and 2021: SCHEDULE OF CHANGES IN EARN-OUT MILESTONE LIABILITY Balance at January 1, 2020 $ 5,717,709 Non-cash loss from the adjustment for the change in fair value included in 2020 net loss 1,300,291 Balance at December 31, 2020 7,018,000 Non-cash gain from the adjustment for the change in fair value included in 2021 net loss (1,622,000 ) Balance at December 31, 2021 $ 5,396,000 |
WARRANTS
WARRANTS | 12 Months Ended |
Dec. 31, 2021 | |
Warrants | |
WARRANTS | 13. WARRANTS Following is a summary of all warrant activity for the two years ended December 31, 2021: SUMMARY OF WARRANT ACTIVITY Warrants Number of Warrants Issued Weighted Average Exercise Price Warrants outstanding at January 1, 2020 41,739 $ 28.05 Warrants issued during 2020 234,834 $ 18.15 Warrants exercised during 2020 (see Note 12) (13,333 ) $ 0.15 Warrants cancelled during 2020 (6,337 ) $ 39.45 Warrants outstanding and exercisable at December 31, 2020 256,903 $ 20.10 Warrants exercised during 2021 (see Note 10) (81,111 ) $ 18.60 Warrants outstanding and exercisable at December 31, 2021 175,792 * $ 21.00 Aggregate intrinsic value of outstanding warrants at December 31, 2021 $ - 0 Weighted average remaining contractual terms (years) 3.9 * * Warrants to exercise 7,273 48.30 In connection with the February 2020 Registered Direct financing (Note 10), the Company issued warrants to purchase 213,333 81,111 6,337 16,501 5,000 4 11.85 9.00 45,000 |
CELSION EMPLOYEE BENEFIT PLANS
CELSION EMPLOYEE BENEFIT PLANS | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
CELSION EMPLOYEE BENEFIT PLANS | 14. CELSION EMPLOYEE BENEFIT PLANS Celsion maintains a defined-contribution plan under Section 401(k) of the Internal Revenue Code. The plan covers substantially all employees over the age of 21. Participating employees may defer a portion of their pretax earnings, up to the IRS annual contribution limit. The Company makes a matching contribution up to a maximum of 3 107,000 111,000 172,000 178,000 5 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
LEASES | 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 66 April 30, 2017 st 18,900 20,500 st st increase the size of the premises by 2,285 square feet to 9,850 square feet and extended the lease term by one year to September 1, 2023. st nd nd 25,035 27,088 In connection with the EGEN Asset Purchase Agreement in June 2014, the Company assumed the existing lease with another landlord for an 11,500 9,049 18,100 2,197 5,500 As previously mentioned in Note 4, 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. Results for reporting periods beginning January 1, 2019 are presented under ASC Topic 842, while prior period amounts were not adjusted and continue to be reported in accordance with our historic accounting under Topic 840, Leases. The standard had a material impact on the Company’s Consolidated Condensed Balance Sheet but had no impact on the Company’s consolidated net earnings and cash flows. The most significant impact of adopting ASC Topic 842 was the recognition of the right-of-use (ROU) asset and lease liabilities for operating leases, which are presented in the following three-line items on the Consolidated Condensed Balance Sheet: (i) operating lease right-of-use asset; (ii) current operating lease liabilities; and (iii) operating lease liabilities. Therefore, on date of adoption of ASC Topic 842, the Company recognized a ROU asset of $ 1.4 1.5 0.1 nd 0.4 1.8 1.9 SCHEDULE OF LEASE PAYMENTS AND MATURITY OF OPERATING LEASE LIABILITIES For the year ending 2022 $ 601,495 2023 238,609 2024 and thereafter - Subtotal future lease payments 840,104 Less imputed interest (60,485 ) Total lease liabilities $ 779,619 Weighted average remaining life 1.45 Weighted average discount rate 9.98 % For 2021, operating lease expense was $ 560,513 568,269 522,380 525,809 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 16. COMMITMENTS AND CONTINGENCIES On October 29, 2020, a putative securities class action was filed against the Company and certain of its officers and directors (the “Spar Individual Defendants”) in the U.S. District Court for the District of New Jersey, captioned Spar v. Celsion Corporation, et al., Case No. 1:20-cv-15228. The plaintiff alleges that the Company and Individual Defendants made false and misleading statements regarding one of the Company’s product candidates, ThermoDox®, and brings claims for damages under Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder against all Defendants, and under Section 20(a) of the Exchange Act of 1934 against the Spar Individual Defendants. The Company believes that the case is without merit and intends to defend it vigorously. Due to the early stage of the case neither the likelihood that a loss, if any, will be realized, nor an estimate of possible loss or range of loss, if any, can be determined. In February 2021, a derivative shareholder lawsuit was filed against the Company, as the nominal defendant, and certain of its directors and officers as defendants in the U.S. District Court for the District of New Jersey, captioned Fidler v. Michael H. Tardugno et al. ®. 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 |
LICENSES OF INTELLECTUAL PROPER
LICENSES OF INTELLECTUAL PROPERTY AND PATENTS | 12 Months Ended |
Dec. 31, 2021 | |
Licenses Of Intellectual Property And Patents | |
LICENSES OF INTELLECTUAL PROPERTY AND PATENTS | 17. LICENSES OF INTELLECTUAL PROPERTY AND PATENTS On November 10, 1999, the Company entered into a license agreement with Duke University (“Duke”) under which the Company received worldwide exclusive rights (subject to certain exceptions) to commercialize and use Duke’s thermally sensitive liposome technology. The license agreement contains annual royalty and minimum payment provisions due on net sales. The agreement also required milestone-based royalty payments measured by various events, including product development stages, FDA applications and approvals, foreign marketing approvals and achievement of significant sales. However, in lieu of such milestone-based cash payments, Duke agreed to accept shares of the Company’s common stock to be issued in installments at the time each milestone payment is due, with each installment of shares to be calculated at the average closing price of the common stock during the 20 The total number of shares issuable to Duke under these provisions is subject to adjustment in certain cases, and Duke has piggyback registration rights for public offerings taking place more than one year after the effective date of the license agreement. On January 31, 2003, the Company issued 253,691 2.2 Under the November 1999 license agreement with Duke, the Company has rights to the thermally sensitive liposome technology, including Duke’s U.S. patents covering the technology as well as all foreign counterparts and related pending applications. Foreign counterpart applications have been issued in the EU, Hong Kong, Australia and Canada and have been allowed in Japan. The EU patent has been validated in Austria, Belgium, France, Germany, Great Britain, Italy, Luxembourg, Monaco, Spain and Switzerland. In addition, the Duke license agreement provides the Company with rights to multiple issued U.S. patents related to the formulation, method of making and use of heat sensitive liposomes. The Company’s rights under the license agreement with Duke extend for the life of the last-to-expire of the licensed patents. In addition to the rights available to the Company under completed or pending license agreements, the Company is actively pursuing patent protection for technologies developed by the Company. Among these patents is a family of a pending US, and international issued patents, which seek to protect the Company’s proprietary method of storing ThermoDox ® Finally, through proprietary information agreements with employees, consultants and others, the Company seeks to protect its own proprietary know-how and trade secrets. The Company cannot offer assurances that these confidentiality agreements will not be breached, that the Company will have adequate remedies for any breach, or that these agreements, even if fully enforced, will be adequate to prevent third-party use of the Company’s proprietary technology. Similarly, the Company cannot guarantee that technology rights licensed to it by others will not be successfully challenged or circumvented by third parties, or that the rights granted will provide the Company with adequate protection. |
TECHNOLOGY DEVELOPMENT AND LICE
TECHNOLOGY DEVELOPMENT AND LICENSING AGREEMENTS | 12 Months Ended |
Dec. 31, 2021 | |
Technology Development And Licensing Agreements | |
TECHNOLOGY DEVELOPMENT AND LICENSING AGREEMENTS | 18. 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 ® ® ® ® ® 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 ® ® ® 5.0 10 ® |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 19. SUBSEQUENT EVENTS The Company has evaluated events subsequent to the date of the balance sheet through the date of the Financial Statements. In January 2022, the Company invested $ 250,000 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 Offering of $ 14.25 million, or approximately $28.50 million in the aggregate for the Offerings, before the deduction of the Placement Agent’s (as defined below) fee and offering expenses. The shares of Series A Preferred Stock will have a stated value of $ 300 per share and will be 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 will have a stated value of $ 300 per share and will be 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 Series A Preferred Stock and the Series B Preferred Stock are being offered by the Company pursuant to a registration statement on Form S-3 (File No. 333-254515) (the “Registration Statement”) filed under the Securities Act of 1933, as amended (the “Securities Act”). The Purchase Agreement contains customary representations, warranties and agreements by the Company and customary conditions to closing. The closing of the Offerings occurred on January 13, 2022. On March 3, 2022, the Company redeemed for cash at a price equal to 105% of the $ 300 50,000 50,000 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. 15 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business 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 ® |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements (“Financial Statements”) of Celsion have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the U.S. and include the accounts of the Company, CLSN Laboratories, Inc. and Celsion GmbH. All significant intercompany balances and transactions have been eliminated in consolidation. The preparation of the 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 these estimates. Events and conditions arising subsequent to the most recent balance sheet date through the date of the issuance of the Financial Statements have been evaluated for their possible impact on the Financial Statements and accompanying notes. No events and conditions would give rise to any information that required accounting recognition or disclosure in the Financial Statements other than those arising in the ordinary course of business. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Financial Statements and the reported amounts of expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates using historical experience and other factors, including the current economic environment. Significant items subject to such estimates are assumptions used for purposes of determining stock-based compensation, the fair value of the earn-out milestone liabilities, estimates for contingent liabilities, if any, and accounting for valuation of in-process research and development assets and goodwill evaluation. Management believes its estimates to be reasonable under the circumstances. Actual results could differ significantly from those estimates. Significant estimates in these financials are the valuation of options granted and valuation methods used to determine the recoverability of goodwill and other intangible assets. |
Revenue Recognition | Revenue Recognition The Company’s sole revenue stream is related to the Hisun agreement described in Note 18. There were no 0.5 1.0 |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash on hand and investments purchased with an original maturity of three months or less. A portion of these funds are not covered by FDIC insurance. Restricted Cash As a condition of the $10 million loan facility with Silicon Valley Bank (“SVB”) entered into on June 18, 2021 as further discussed in Note 8, 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 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 December 31, 2021. This amount is presented in part as restricted cash in other non-current assets on the accompanying condensed consolidated balance sheets. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying values of investment securities approximate their respective fair values. Management believes that the carrying amounts of the Company’s investment securities, including cash and cash equivalents, accounts payable and accrued expenses, approximate fair value due to the short-term nature of those instruments. Short-term investments are recorded at their estimated fair value. |
Short-Term Investments | Short-Term Investments The Company classifies its investments in debt securities with readily determinable fair values as investments available-for-sale in accordance with Accounting Standards Codification (“ASC”) 320, Investments - Debt and Equity Securities. Available-for-sale securities consist of debt securities not classified as trading securities or as securities to be held to maturity. The Company has classified all of its investments as available-for-sale. Unrealized holding gains and losses on available-for-sale securities are reported as a net amount in accumulated other comprehensive gain or loss in stockholders’ equity until realized. Gains and losses on the sale of available-for-sale securities are determined using the specific identification method. The Company’s short-term investments consist of corporate bonds. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is provided over the estimated useful lives of the related assets, ranging from three to seven years, using the straight-line method. Amortization is recognized over the lesser of the life of the asset or the lease term. Major renewals and improvements are capitalized at cost and ordinary repairs and maintenance are charged against operating expenses as incurred. Depreciation expense was approximately $ 130,000 The Company reviews property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An asset is considered impaired if its carrying amount exceeds the future net undiscounted cash flows that the asset is expected to generate. If such asset is considered to be impaired, the impairment recognized is the amount by which the carrying amount of the asset, if any, exceeds its fair value determined using a discounted cash flow model. There was no |
Deposits | Deposits Deposits include real property security deposits and other deposits which are contractually required and of a long-term nature. |
In-Process Research and Development, Other Intangible Assets and Goodwill | In-Process Research and Development, Other Intangible Assets and Goodwill During 2014, the Company acquired certain assets of EGEN, Inc. As more fully described in Note 5, the acquisition was accounted for under the acquisition method of accounting which required the Company to perform an allocation of the purchase price to the assets acquired and liabilities assumed. Under the acquisition method of accounting, the total purchase price is allocated to net tangible and intangible assets and liabilities based on their estimated fair values as of the acquisition date. |
Impairment or Disposal of Long-Lived Assets | Impairment or Disposal of Long-Lived Assets The Company assesses the impairment of its long-lived assets under accounting standards for the impairment or disposal of long-lived assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. For long-lived assets to be held and used, the Company recognizes an impairment loss only if its carrying amount is not recoverable through its undiscounted cash flows and measures the impairment loss based on the difference between the carrying amount and fair value. See Note 5 for information on impairment losses of its in - |
Comprehensive Income (Loss) | Comprehensive Income (Loss) ASC 220, Comprehensive Income 220 |
Research and Development | Research and Development Research and development costs are expensed as incurred. Equipment and facilities acquired for research and development activities that have alternative future uses are capitalized and charged to expense over their estimated useful lives. |
Net Loss Per Common Share | Net Loss Per Common Share Basic and diluted net loss per common share was computed by dividing net loss for the year by the weighted average number of shares of common stock outstanding, both basic and diluted, during each period. The impact of common stock equivalents has been excluded from the computation of diluted weighted average common shares outstanding in periods where there is a net loss, as their effect is anti-dilutive. For the years ended December 31, 2021 and 2020, the total number of shares of common stock issuable upon exercise of warrants and equity awards is 618,800 565,399 |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax asset and liabilities of a change in tax rates is recognized in results of operations in the period that the tax rate change occurs. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. In accordance with ASC 740, Income Taxes, As more fully discussed in Note 9, on November 8, 2021, the Company received approval from the New Jersey Economic Development Authority to sell $ 1.5 million of its New Jersey net operating losses (“New Jersey NOLs”), recognizing a tax benefit for the year ended December 31, 2021 for the net proceeds (approximately $ 1.4 million) by reducing the net operating loss valuation allowance. As more fully discussed in Note 9, on December 1, 2021, the Company was notified by the New Jersey Economic Development Authority that its application was approved and the Company entered into an agreement to sell this NOL. On February 25, 2022, the Company received approximately $ 1.4 million upon completion of the sale of the 2020 New Jersey NOLs. The During 2020, the Company received approval to sell $ 2.0 million of its New Jersey NOLs, receiving net proceeds of approximately $ 1.9 million. As part of the Technology Business Tax Certificate Program sponsored by The New Jersey Economic Development Authority, emerging biotechnology companies with unused New Jersey NOLs and unused research and development credits are allowed to sell these benefits to other New Jersey-based companies. During 2021, the New Jersey State Legislature increased the maximum lifetime benefit per company from $ 15 million to $ 20 million, which will allow the Company to participate in this innovative funding program in future years for up to an additional $ 3.4 million in New Jersey NOLs under this maximum lifetime benefit. (see Note 2). |
Stock-Based Compensation | Stock-Based Compensation In March 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-09, Compensation-Stock Compensation |
Recent Accounting Pronouncements | Recent 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 consolidated financial position, results of operations, and cash flows, or do not apply to our operations. In February 2016, the FASB issued ASU No. 2016-02, Leases - Topic 842 (ASC Topic 842) 1.4 1.5 0.1 In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement: Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740) 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 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)”. |
INVESTMENTS IN DEBT SECURITIE_2
INVESTMENTS IN DEBT SECURITIES AVAILABLE FOR SALE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
SCHEDULE OF COST, FAIR VALUE AND MATURITIES OF SHORT TERM INVESTMENTS | A summary of the cost, fair value and maturities of the Company’s short-term investments is as follows: SCHEDULE OF COST, FAIR VALUE AND MATURITIES OF SHORT TERM INVESTMENTS December 31, 2021 December 31, 2020 Cost Fair Value Cost Fair Value Short-term investments U.S. Treasury securities $ 14,786,982 $ 14,778,705 $ - $ - Corporate debt securities 15,024,087 15,024,390 - - Total $ 29,811,069 $ 29,803,095 $ - $ - December 31, 2021 December 31, 2020 Cost Fair Value Cost Fair Value Short-term investment maturities Within 3 months $ 19,798,177 $ 19,799,835 $ - $ - Between 3-12 months 10,012,892 10,003,260 - - Total $ 29,811,069 $ 29,803,095 $ - $ - |
SUMMARY OF INVESTMENT SECURITIES GROSS UNREALIZED GAINS (LOSSES) | 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 December 31, 2021 and 2020. The Company has reviewed individual securities to determine whether a decline in fair value below the amortizable cost basis is other than temporary. SUMMARY OF INVESTMENT SECURITIES GROSS UNREALIZED GAINS (LOSSES) December 31, 2021 December 31, 2020 Available for sale securities (all unrealized holding gains and losses are less than 12 months at date of measurement) Fair Value Unrealized Holding Gains (Losses) Fair Value Unrealized Holding Gains (Losses) Investments in debt securities with unrealized gains $ 8,999,580 $ 3,499 $ - $ - Investments in debt securities with unrealized losses 20,803,515 $ (11,473 ) - - Total $ 29,803,095 $ (7,974 ) $ - $ - |
SUMMARY OF NET REALIZED LOSSES ON SALES OF AVAILABLE FOR SALE SECURITIES AND INVESTMENT INCOME INTEREST AND DIVIDENDS | Investment 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 NET REALIZED LOSSES ON SALES OF AVAILABLE FOR SALE SECURITIES AND INVESTMENT INCOME INTEREST AND DIVIDENDS 2021 2020 Interest and dividends accrued and paid $ 18,145 $ 66,553 Realized (losses) gains (7,149 ) 53,354 Investment income net $ 10,996 $ 119,907 |
FAIR VALUES OF FINANCIAL INST_2
FAIR VALUES OF FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Values Of Financial Instruments | |
SCHEDULE OF FAIR VALUE, ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS | Assets and liabilities measured at fair value are summarized below: SCHEDULE OF FAIR VALUE, ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS 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 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 5) $ 13,366,234 $ – $ – $ 13,366,234 Recurring items as of December 31, 2020 Corporate debt securities, available for sale $ – $ – $ – $ – Non-recurring items as of December 31, 2020 In-process R&D (Note 5) $ 13,366,234 $ – $ – $ 13,366,234 Liabilities: Recurring items as of December 31, 2021 Earn-out milestone liability (Note 12) $ 5,396,000 $ – $ – $ 5,396,000 Recurring items as of December 31, 2020 Earn-out milestone liability (Note 12) $ 7,018,000 $ – $ – $ 7,017,000 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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 Acquisition for the two years ended December 31, 2021: SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED IPR&D Goodwill Covenant Not to Compete Balance at January 1, 2020, net $ 15,736,491 $ 1,976,101 $ 340,976 Amortization - - (227,316 ) Impairment charge (2,370,257 ) - - Balance at December 31, 2020, net $ 13,366,234 $ 1,976,101 $ 113,660 Balance $ 13,366,234 $ 1,976,101 $ 113,660 Amortization - - (113,660 ) Impairment charge - (1,976,101 ) - Balance at December 31, 2021, net $ 13,366,234 $ - $ - Balance $ 13,366,234 $ - $ - |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
SUMMARY OF PROPERTY AND EQUIPMENT | Property and equipment at December 31, 2021 and 2020 consist of the following: SUMMARY OF PROPERTY AND EQUIPMENT 2021 2020 December 31, 2021 2020 Machinery and equipment ( 5 7 $ 3,106,069 $ 2,832,995 Machinery and equipment ( 5 7 $ 3,106,069 $ 2,832,995 Furniture and fixtures ( 3 5 383,477 344,939 Leasehold improvements ( 5 7 343,203 343,202 Property and equipment gross 3,832,749 3,521,136 Less accumulated depreciation and amortization (3,355,738 ) (3,226,585 ) Total $ 477,011 $ 294,551 |
OTHER ACCRUED LIABILITIES (Tabl
OTHER ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF OTHER ACCRUED LIABILITIES | Other accrued liabilities at December 31, 2021 and 2020 include the following: SCHEDULE OF OTHER ACCRUED LIABILITIES 2021 2020 December 31, 2021 2020 Amounts due to contract research organizations and other contractual agreements $ 1,401,356 $ 636,000 Accrued payroll and related benefits 1,636,727 1,736,271 Accrued interest 16,792 – Accrued professional fees 87,250 66,850 Other 31,412 19,411 Total $ 3,173,537 $ 2,458,532 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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: SCHEDULE OF FUTURE PRINCIPLE PAYMENTS, NET OF UNAMORTIZED DEBT DISCOUNTS As of September 30, 2022 $ – 2023 1,500,000 2024 3,000,000 2025 and thereafter 1,500,000 Subtotal of future principal payments 6,000,000 Unamortized debt premium, net (145,539 ) Total $ 5,854,461 |
SCHEDULE OF DEBT | On June 18, 2021, as a condition of entering into the SVB Loan Facility, the Company paid the 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 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF INCOME TAX PROVISION (BENEFIT) | The income tax provision (benefit) for the years ended December 31, 2021 and 2020 consists of the following: SCHEDULE OF INCOME TAX PROVISION (BENEFIT) 2021 2020 Federal Current $ - $ - Deferred - - State and Local - - Current - - Deferred (1,383,446 ) (1,845,823 ) Total $ (1,383,446 ) $ (1,845,823 ) |
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION | A reconciliation of the Company’s statutory tax rate to the effective rate for the years ended December 31, 2021 and 2020 is as follows: SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION 2021 2020 Federal statutory rate 21.0 % 21.0 % State taxes, net of federal tax benefit 7.8 7.8 Permanent differences (15.0 ) (5.3 ) Other – – Change in valuation allowance and deferred rate change, net (7.6 ) (15.5 ) Effective tax rate 6.2 % 8.0 % |
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES | The components of the Company’s deferred tax asset as of December 31, 2021 and 2020 are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 2021 2020 December 31, 2021 2020 Net operating loss carryforwards $ 64,915,000 $ 60,446,000 Other Deferred tax assets, net 5,213,000 5,182,000 Subtotal 70,128,000 65,628,000 Valuation allowance (68,744,554 ) (63,782,177 ) Total deferred tax asset $ 1,383,446 $ 1,845,823 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
SUMMARY OF STOCK OPTIONS | A summary of stock option awards as of December 31, 2021 and changes during the two-year period ended December 31, 2021 is presented below: SUMMARY OF STOCK OPTIONS Stock Options Number Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding at January 1, 2020 288,808 $ 39.45 Options granted 44,683 $ 51.15 Options exercised (9,390 ) $ 39.60 Options canceled or expired (15,788 ) $ 32.07 Outstanding at December 31, 2020 308,313 $ 41.55 Options granted 148,016 $ 32.09 Options exercised (500 ) $ 9.45 Options canceled or expired (14,404 ) $ 38.23 Outstanding at December 31, 2021 441,425 $ 38.70 7.4 $ – Exercisable at December 31, 2021 292,332 $ 40.58 6.9 $ – |
SUMMARY OF NON-VESTED RESTRICTED STOCK AWARDS | A summary of the status of the Company’s non-vested restricted stock awards as of December 31, 2021 and changes during the two-year period ended December 31, 2021, is presented below: SUMMARY OF NON-VESTED RESTRICTED STOCK AWARDS Restricted Stock Number Outstanding Weighted Average Grant Date Fair Value Non-vested stock awards outstanding at January 1, 2020 583 $ 23.85 Granted 28,773 $ 17.37 Vested and issued (28,940 ) $ 17.46 Forfeited (233 ) $ 23.85 Non-vested stock awards outstanding at December 31, 2020 183 $ 14.70 Granted 1,466 $ 13.48 Forfeited (66 ) $ 33.30 Non-vested stock awards outstanding at December 31, 2021 1,583 $ 14.25 |
SUMMARY OF STOCK OPTIONS OUTSTANDING | A summary of stock options outstanding at December 31, 2021 by price range is as follows: SUMMARY OF STOCK OPTIONS OUTSTANDING Options Outstanding Options Exercisable Range of Exercise Prices Number Weighted Average Remaining Contractual Term (in years) Weighted Average Exercise Price Number Weighted Average Remaining Contractual Term (in years) Weighted Average Exercise Price Up to $ 30.00 39,316 8.4 $ 21.93 17,648 7.8 $ 25.20 $ 30.01 75.00 397,903 7.5 $ 37.59 270,478 6.9 $ 37.80 Above $ 75.00 4,206 4.2 $ 282.27 4,206 4.3 $ 284.10 441,425 292,332 |
SCHEDULE OF ASSUMPTIONS USED TO DETERMINE FAIR VALUE OF OPTIONS GRANTED | 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: SCHEDULE OF ASSUMPTIONS USED TO DETERMINE FAIR VALUE OF OPTIONS GRANTED Year Ended December 31, 2021 2020 Risk-free interest rate 1.54 1.74 % 0.65 1.33 % Expected volatility 106.8 113.2 % 100.4 109.1 % Expected life (in years) 7.5 10.0 7.5 10.0 Expected dividend yield 0.0 % 0.0 % |
EARN-OUT MILESTONE LIABILITY (T
EARN-OUT MILESTONE LIABILITY (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earn-out Milestone Liability | |
SCHEDULE OF CHANGES IN EARN-OUT MILESTONE LIABILITY | The following is a summary of the changes in the earn-out milestone liability for 2020 and 2021: SCHEDULE OF CHANGES IN EARN-OUT MILESTONE LIABILITY Balance at January 1, 2020 $ 5,717,709 Non-cash loss from the adjustment for the change in fair value included in 2020 net loss 1,300,291 Balance at December 31, 2020 7,018,000 Non-cash gain from the adjustment for the change in fair value included in 2021 net loss (1,622,000 ) Balance at December 31, 2021 $ 5,396,000 |
WARRANTS (Tables)
WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Warrants | |
SUMMARY OF WARRANT ACTIVITY | Following is a summary of all warrant activity for the two years ended December 31, 2021: SUMMARY OF WARRANT ACTIVITY Warrants Number of Warrants Issued Weighted Average Exercise Price Warrants outstanding at January 1, 2020 41,739 $ 28.05 Warrants issued during 2020 234,834 $ 18.15 Warrants exercised during 2020 (see Note 12) (13,333 ) $ 0.15 Warrants cancelled during 2020 (6,337 ) $ 39.45 Warrants outstanding and exercisable at December 31, 2020 256,903 $ 20.10 Warrants exercised during 2021 (see Note 10) (81,111 ) $ 18.60 Warrants outstanding and exercisable at December 31, 2021 175,792 * $ 21.00 Aggregate intrinsic value of outstanding warrants at December 31, 2021 $ - 0 Weighted average remaining contractual terms (years) 3.9 * * Warrants to exercise 7,273 48.30 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
SCHEDULE OF LEASE PAYMENTS AND MATURITY OF OPERATING LEASE LIABILITIES | SCHEDULE OF LEASE PAYMENTS AND MATURITY OF OPERATING LEASE LIABILITIES For the year ending 2022 $ 601,495 2023 238,609 2024 and thereafter - Subtotal future lease payments 840,104 Less imputed interest (60,485 ) Total lease liabilities $ 779,619 Weighted average remaining life 1.45 Weighted average discount rate 9.98 % |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Feb. 25, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 02, 2019 |
Property, Plant and Equipment [Line Items] | ||||||||
Accounts receivable | $ 0 | $ 0 | ||||||
Depreciation | $ 130,000 | 130,000 | ||||||
Impairment of property or equipment | $ 0 | $ 0 | ||||||
Number of shares of common stock issuable upon exercise of warrants and equity awards | 618,800 | 565,399 | ||||||
Right-of-use assets | $ 690,995 | 1,047,336 | $ 690,995 | $ 1,047,336 | $ 400,000 | |||
Related lease liabilities | 779,619 | 779,619 | 1,900,000 | |||||
Accounting Standards Update 2016-02 [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Right-of-use assets | 1,400,000 | 1,400,000 | 1,400,000 | |||||
Related lease liabilities | 1,500,000 | 1,500,000 | 1,500,000 | |||||
Other liabilities | 100,000 | 100,000 | $ 100,000 | |||||
New Jersey [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
[custom:ProceedFromNetOperatingLossesGross] | 1,500,000 | |||||||
Net proceeds from sale of net operating losses | 1,500,000 | 2,000,000 | 1,400,000 | 1,900,000 | $ 12,200,000 | $ 13,000,000 | ||
Tax benefits of EDA | 1,500,000 | 2,000,000 | ||||||
Proceeds from Contributed Capital | 1,900,000 | |||||||
New Jersey [Member] | Minimum [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Net proceeds from sale of net operating losses | 15,000,000 | |||||||
New Jersey [Member] | Maximum [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Net proceeds from sale of net operating losses | 20,000,000 | |||||||
Direct Financing Lease, Selling Loss | 3,400,000 | |||||||
New Jersey [Member] | Subsequent Event [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Net proceeds from sale of net operating losses | $ 1,400,000 | |||||||
Hisun Agreement [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Contract liabilities | $ 500,000 | $ 1,000,000 | $ 500,000 | $ 1,000,000 |
FINANCIAL CONDITION (Details Na
FINANCIAL CONDITION (Details Narrative) - USD ($) | Jun. 18, 2021 | Aug. 28, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Cumulated net losses | $ 332,769,591 | $ 312,000,341 | $ 332,769,591 | $ 312,000,341 | ||||||
Cash and cash equivalents, short-term investments | 56,900,000 | 56,900,000 | ||||||||
[custom:ReceivableOnSaleOfNetOperatingLosses-0] | 1,400,000 | 1,900,000 | $ 1,400,000 | 1,900,000 | ||||||
Horizon Credit Agreement [Member] | Horizon Technology Finance Corporation [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Proceeds from Contributed Capital | $ 10,000,000 | |||||||||
Debt Instrument, Face Amount | $ 10,000,000 | |||||||||
Horizon Credit Agreement [Member] | Horizon Technology Finance Corporation [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.625% | |||||||||
SVB Loan Facility [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Debt Instrument, Description | Payments under the loan agreement are interest only for the first 24 months after loan closing, followed by a 24-month amortization period of principal and interest through the scheduled maturity date. | Payments under the loan agreement are interest only (calculated based on one-month LIBOR plus 7.625%) for the first 24 months through July 2020, followed by a 21-month amortization period of principal and interest starting on August 1, 2020 and ending through the scheduled maturity date on April 1, 2023. | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.25% | |||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 10,000,000 | |||||||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 4,000,000 | |||||||||
SVB Loan Facility [Member] | Silicon Valley Bank [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 10,000,000 | $ 10,000,000 | ||||||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 4,000,000 | $ 4,000,000 | ||||||||
SVB Loan Facility [Member] | Prime Rate [Member] | Silicon Valley Bank [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.25% | 3.25% | ||||||||
SVB Loan Facility [Member] | Horizon Technology Finance Corporation [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Repayment of outstanding in-debtedness amount | $ 6,000,000 | $ 6,000,000 | ||||||||
Amendment to Horizon Credit Agreement [Member] | Horizon Technology Finance Corporation [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Repayments of Notes Payable | 5,000,000 | |||||||||
Debt Instrument, Face Amount | 5,000,000 | 5,000,000 | 5,000,000 | |||||||
Debt instrument related end term charges | $ 200,000 | |||||||||
New Jersey [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Net proceeds from sale of net operating losses | $ 1,500,000 | $ 2,000,000 | 1,400,000 | 1,900,000 | $ 12,200,000 | $ 13,000,000 | ||||
Proceeds from Contributed Capital | $ 1,900,000 | |||||||||
New Jersey [Member] | Minimum [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Net proceeds from sale of net operating losses | 15,000,000 | |||||||||
New Jersey [Member] | Maximum [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Net proceeds from sale of net operating losses | 20,000,000 | |||||||||
Operating Costs and Expenses | $ 3,400,000 |
SCHEDULE OF COST, FAIR VALUE AN
SCHEDULE OF COST, FAIR VALUE AND MATURITIES OF SHORT TERM INVESTMENTS (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Marketable Securities [Line Items] | ||
Short-term investments - Cost | $ 29,811,069 | |
Short-term investments - Fair Value | 29,803,095 | |
Short-term investment maturities - Within 3 months, cost | 19,798,177 | |
Short-term investment maturities - Within 3 months, fair value | 19,799,835 | |
Short-term investment maturities - Between 3-12 months, cost | 10,012,892 | |
Short-term investment maturities - Between 3-12 months, fair value | 10,003,260 | |
Total, cost | 29,811,069 | |
Total, fair value | 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 | 15,024,087 | |
Short-term investments - Fair Value | $ 15,024,390 |
SUMMARY OF INVESTMENT SECURITIE
SUMMARY OF INVESTMENT SECURITIES GROSS UNREALIZED GAINS (LOSSES) (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Investments, Debt and Equity Securities [Abstract] | ||
Investments with unrealized gains, Fair Value | $ 8,999,580 | |
Investments with unrealized gains, Unrealized Holding Gains (Losses) | 3,499 | |
Investments with unrealized losses, Fair Value | 20,803,515 | |
Investments with unrealized Losses, Unrealized Holding Gains (Losses) | (11,473) | |
Investment securities, available for sale | 29,803,095 | |
Investments with unrealized Gains (Losses), Unrealized Holding Gains (Losses) | $ (7,974) |
SUMMARY OF NET REALIZED LOSSES
SUMMARY OF NET REALIZED LOSSES ON SALES OF AVAILABLE FOR SALE SECURITIES AND INVESTMENT INCOME INTEREST AND DIVIDENDS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Investments, Debt and Equity Securities [Abstract] | ||
Interest and dividends accrued and paid | $ 18,145 | $ 66,553 |
Realized (losses) gains | (7,149) | 53,354 |
Investment income net | $ 10,996 | $ 119,907 |
INVESTMENTS IN DEBT SECURITIE_3
INVESTMENTS IN DEBT SECURITIES AVAILABLE FOR SALE (Details Narrative) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Investments, Debt and Equity Securities [Abstract] | ||
Investment in debt securities - available for sale, at fair value | $ 29,803,095 |
SCHEDULE OF FAIR VALUE, ASSETS
SCHEDULE OF FAIR VALUE, ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment securities, available for sale | $ 29,803,095 | |
Earn-out milestone liability | 5,396,000 | 7,018,000 |
Corporate Debt Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment securities, available for sale | 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 | 7,018,000 |
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 | 7,017,000 |
Fair Value, Recurring [Member] | Corporate Debt Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment securities, available for sale | 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 securities, available for sale | ||
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 securities, available for sale | ||
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 securities, available for sale | 29,803,095 | |
Fair Value, Nonrecurring [Member] | Inprocess R&D [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment securities, available for sale | 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 securities, available for sale | ||
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 securities, available for sale | ||
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 securities, available for sale | $ 13,366,234 | $ 13,366,234 |
SCHEDULE OF FAIR VALUE OF ASSET
SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Balance | $ 113,660 | |
Balance | $ 113,660 | |
Noncompete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Balance | 113,660 | 340,976 |
Amortization | (113,660) | (227,316) |
Impairment charge | ||
Balance | 113,660 | |
IPR And D [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Balance | 13,366,234 | 15,736,491 |
Amortization | ||
Impairment charge | (2,370,257) | |
Balance | 13,366,234 | 13,366,234 |
Goodwill [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Balance | 1,976,101 | 1,976,101 |
Amortization | ||
Impairment charge | (1,976,101) | |
Balance | $ 1,976,101 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | Sep. 30, 2020 | Dec. 31, 2021 | Sep. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Restructuring Cost and Reserve [Line Items] | |||||||
Finite-Lived Intangible Assets, Net | $ 113,660 | ||||||
2018 Aspire Purchase Agreements [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Finite-Lived Intangible Assets, Net | 113,660 | 113,660 | 1,477,554 | ||||
Glioblastoma Multiforme Brain Cancer [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Asset impairment charges | $ 2,400,000 | ||||||
IPR and D Drug Technology Platforms [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Asset impairment charges | 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] | |||||||
Asset impairment charges | $ 7,000,000 | ||||||
Goodwill, Acquired During Period | 2,000,000 | ||||||
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 | $ 113,660 | $ 227,316 | |||||
EGEN Inc [Member] | Glioblastoma Multiforme Brain Cancer [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Asset impairment charges | $ 2,400,000 | 2 | $ 9,400,000 | ||||
Non-cash charge | $ 2 | $ 2,400,000 | |||||
EGEN Inc [Member] | IPR and D Drug Technology Platforms [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Indefinite-lived Intangible Assets Acquired | $ 24,200,000 |
SUMMARY OF PROPERTY AND EQUIPME
SUMMARY OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | $ 3,832,749 | $ 3,521,136 |
Less accumulated depreciation and amortization | (3,355,738) | (3,226,585) |
Total | 477,011 | 294,551 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 3,106,069 | 2,832,995 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 383,477 | 344,939 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | $ 343,203 | $ 343,202 |
SUMMARY OF PROPERTY AND EQUIP_2
SUMMARY OF PROPERTY AND EQUIPMENT (Details) (Parenthetical) | 12 Months Ended |
Dec. 31, 2021 | |
Machinery and Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Machinery and Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 7 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Leasehold Improvements [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Leasehold Improvements [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 7 years |
SCHEDULE OF OTHER ACCRUED LIABI
SCHEDULE OF OTHER ACCRUED LIABILITIES (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Amounts due to contract research organizations and other contractual agreements | $ 1,401,356 | $ 636,000 |
Accrued payroll and related benefits | 1,636,727 | 1,736,271 |
Accrued interest | 16,792 | |
Accrued professional fees | 87,250 | 66,850 |
Other | 31,412 | 19,411 |
Total | $ 3,173,537 | $ 2,458,532 |
SCHEDULE OF FUTURE PRINCIPLE PA
SCHEDULE OF FUTURE PRINCIPLE PAYMENTS, NET OF UNAMORTIZED DEBT DISCOUNTS (Details) | Sep. 30, 2021USD ($) |
Debt Disclosure [Abstract] | |
2022 | |
2023 | 1,500,000 |
2024 | 3,000,000 |
2025 and thereafter | 1,500,000 |
Subtotal of future principal payments | 6,000,000 |
Unamortized debt premium, net | (145,539) |
Total | $ 5,854,461 |
SCHEDULE OF DEBT (Details)
SCHEDULE OF DEBT (Details) - Horizon Technology Finance Corporation [Member] | Jun. 18, 2021USD ($) |
Principal balance at June 18, 2021 | $ 5,000,000 |
Early termination fees | 150,000 |
End of term charges | 275,000 |
Total | $ 5,425,000 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | Jun. 18, 2021 | Aug. 28, 2020 | Jun. 27, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Feb. 28, 2020 |
Short-term Debt [Line Items] | |||||||
Financing fee | $ 145,539 | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 7,273 | 213,333 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 48.30 | ||||||
Horizon Credit Agreement Amendment [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Amortization of Debt Issuance Costs | $ 139,428 | $ 483,439 | |||||
Interest expense | $ 225,920 | $ 808,899 | |||||
Horizon Technology Finance Corporation [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Long-term Line of Credit | $ 5,425,000 | ||||||
SVB Loan Facility [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | 10,000,000 | ||||||
Proceeds from Lines of Credit | 6,000,000 | ||||||
Restricted Cash | 6,000,000 | ||||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 4,000,000 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.25% | ||||||
Final payment percentage | 3.00% | ||||||
Long-term Line of Credit | $ 10,000,000 | ||||||
Debt Instrument, Description | Payments under the loan agreement are interest only for the first 24 months after loan closing, followed by a 24-month amortization period of principal and interest through the scheduled maturity date. | Payments under the loan agreement are interest only (calculated based on one-month LIBOR plus 7.625%) for the first 24 months through July 2020, followed by a 21-month amortization period of principal and interest starting on August 1, 2020 and ending through the scheduled maturity date on April 1, 2023. | |||||
Financing fees and expenses | $ 243,370 | ||||||
End of term charge percentage | 3.00% | ||||||
Amortization of Debt Issuance Costs | $ 300,000 | ||||||
Interest expense | $ 106,709 | ||||||
Amortization of Debt Issuance Costs and Discounts | 97,831 | ||||||
Horizon Credit Agreement [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 10,000,000 | ||||||
Proceeds from Lines of Credit | $ 10,000,000 | 10,000,000 | |||||
Line of Credit Facility, Remaining Borrowing Capacity | 5,000,000 | ||||||
Financing fees and expenses | $ 175,000 | ||||||
End of term charge percentage | 4.00% | ||||||
Debt Instrument, Fee Amount | 142,605 | ||||||
Loan Processing Fee | $ 100,000 | ||||||
Debt Instrument, Unamortized Discount | 782,116 | ||||||
Financing fee | 400,000 | ||||||
Fair Value Adjustment of Warrants | $ 507,116 | ||||||
End term fees | 275,000 | ||||||
Horizon Credit Agreement [Member] | Common Stock [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 12,674 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 39.45 | ||||||
Class of Warrant or Right, Outstanding | 6,337 | ||||||
Amendment to Horizon Credit Agreement [Member] | Horizon Technology Finance Corporation [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Payment of debt end term charges | 200,000 | ||||||
Debt instrument face amount | $ 5,000,000 | 5,000,000 | |||||
Debt Instrument, Interest Rate Terms | The obligations bore interest at a rate calculated based an amount by which the one-month LIBOR exceeds 2% plus 7.625%. In no event shall the interest rate be less than 9.625%. Payments pursuant to the Amendment were interest only for the first 12 months after August 1, 2020, followed by a 21-month amortization period of principal and interest through the scheduled maturity date on April 1, 2023. In addition, the remaining $5 million in obligations was subject to an end of term fee equal, in the aggregate, to $275,000, which amount was payable upon the maturity of the obligations or upon the date of final payment or default, as applicable. | ||||||
Payments of debt extinguishment costs | $ 5,000,000 | 5,000,000 | |||||
Debt Instrument, Fee Amount | $ 275,000 | ||||||
Debt Instrument, Restrictive Covenants | In connection with the Amendment, Celsion agreed to a liquidity covenant which provided that, at all times, Celsion maintain unrestricted cash and/or cash equivalents on deposit in accounts over which the applicable lenders maintained an account control agreement in an amount not less than $2.5 million. In addition, pursuant to the Amendment, Celsion agreed to provide evidence to Horizon on or before March 31, 2021, that it received aggregate cash proceeds of not less than $5 million from the sale of equity, debt, its New Jersey NOLs, or a combination thereof, subsequent to the date of the Amendment. The Company met this requirement during the fourth quarter of 2020. | ||||||
Debt Instrument, Unamortized Discount | 109,706 | ||||||
Financing fee | 5,000 | ||||||
Warrants Not Settleable in Cash, Fair Value Disclosure | 247,548 | ||||||
Amendment to Horizon Credit Agreement [Member] | Horizon Technology Finance Corporation [Member] | Common Stock [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 16,501 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 15.15 | ||||||
Warrants cancelled | 6,337 | ||||||
Horizon Credit Agreement [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Interest expense | 190,581 | ||||||
Gain (Loss) on Contract Termination | $ 234,419 | ||||||
Horizon Credit Agreement [Member] | Horizon Technology Finance Corporation [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Debt instrument face amount | $ 10,000,000 |
SCHEDULE OF INCOME TAX PROVISIO
SCHEDULE OF INCOME TAX PROVISION (BENEFIT) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Current | ||
Deferred | ||
Current | ||
Deferred | (1,383,446) | (1,845,823) |
Total | $ (1,383,446) | $ (1,845,823) |
SCHEDULE OF EFFECTIVE INCOME TA
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory rate | 21.00% | 21.00% |
State taxes, net of federal tax benefit | 7.80% | 7.80% |
Permanent differences | (15.00%) | (5.30%) |
Other | ||
Change in valuation allowance and deferred rate change, net | (7.60%) | (15.50%) |
Effective tax rate | 6.20% | 8.00% |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 64,915,000 | $ 60,446,000 |
Other Deferred tax assets, net | 5,213,000 | 5,182,000 |
Subtotal | 70,128,000 | 65,628,000 |
Valuation allowance | (68,744,554) | (63,782,177) |
Total deferred tax asset | $ 1,383,446 | $ 1,845,823 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | Jan. 31, 2021 | Feb. 28, 2020 | Aug. 31, 2018 | Oct. 31, 2017 | Jun. 30, 2017 | Feb. 28, 2017 | Jun. 30, 2015 | Jun. 30, 2013 | Feb. 28, 2013 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 31, 2011 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Operating Loss Carryforwards [Line Items] | ||||||||||||||||
Net operating losses | $ 2,000,000 | $ 800,000 | $ 1,500,000 | $ 800,000 | $ 300,000 | $ 300,000 | $ 1,600,000 | $ 1,500,000 | $ 1,400,000 | $ 58,000,000 | $ 274,000,000 | $ 4,200,000 | $ 58,000,000 | $ 274,000,000 | ||
Net operating losses, unused | 225,000,000 | 225,000,000 | ||||||||||||||
Net operating losses carryforward limits, description | the deduction for net operating losses incurred in tax years beginning after January 1, 2018 is limited to 80% of annual taxable income. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted in response to the COVID-19 pandemic. The CARES Act provides for economic and cash liquidity stimulus through various means including payroll tax credits, payroll tax deferral, short-term changes in tax deductibility of interest expenses among other things. The Act also permits NOL carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before 2021. Previously, NOLs generated after December 31, 2017 were limited to 80% of taxable income in future years. In addition, the CARES Act allows NOLs incurred in 2018 through 2021 to be carried back to each of the five preceding tax years. The Company evaluated the various aspects of the Act and determined that there was no material effect on the Financial Statements. | |||||||||||||||
Net operating losses expiration, description | expire starting in 2029 through 2040 | |||||||||||||||
Operating loss carry forwards, limitation on use | $ 40,000,000 | $ 15,000,000 | $ 30,000,000 | $ 5,000,000 | $ 7,000,000 | $ 35,000,000 | $ 40,000,000 | $ 4,000,000 | $ 34,000,000 | $ 90,000,000 | ||||||
Operating Income (Loss) | $ (21,007,190) | (18,486,412) | ||||||||||||||
Federal Income Tax [Member] | No Expiration [Member] | ||||||||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||||||
Net operating losses | 45,000,000 | 45,000,000 | ||||||||||||||
State and Local Jurisdiction [Member] | ||||||||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||||||
Net operating losses | 274,000,000 | 274,000,000 | ||||||||||||||
New Jersey [Member] | ||||||||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||||||
Proceeds from sale of nols | 1,800,000 | |||||||||||||||
Operating Income (Loss) | $ 12,200,000 | $ 13,000,000 | ||||||||||||||
Tax benefits of EDA | 1,500,000 | 2,000,000 | ||||||||||||||
Net proceeds from sale of net operating losses | $ 1,500,000 | $ 2,000,000 | 1,400,000 | $ 1,900,000 | $ 12,200,000 | $ 13,000,000 | ||||||||||
New Jersey [Member] | Minimum [Member] | ||||||||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||||||
Net proceeds from sale of net operating losses | 15,000,000 | |||||||||||||||
New Jersey [Member] | Maximum [Member] | ||||||||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||||||
Operating Income (Loss) | 3,400,000 | |||||||||||||||
Net proceeds from sale of net operating losses | 20,000,000 | |||||||||||||||
New Jersey [Member] | State and Local Jurisdiction [Member] | Minimum [Member] | ||||||||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||||||
Net proceeds from sale of net operating losses | 15,000,000 | |||||||||||||||
New Jersey [Member] | State and Local Jurisdiction [Member] | Maximum [Member] | ||||||||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||||||
Net proceeds from sale of net operating losses | $ 20,000,000 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | Mar. 03, 2022 | Feb. 28, 2022 | Jan. 10, 2022 | Mar. 31, 2021 | Mar. 19, 2021 | Jan. 22, 2021 | Sep. 08, 2020 | Jun. 22, 2020 | Feb. 27, 2020 | Dec. 04, 2018 | Sep. 30, 2018 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Feb. 28, 2021 | Mar. 12, 2020 | Feb. 28, 2020 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Shelf registration statement amount | $ 100,000,000 | $ 75,000,000 | |||||||||||||||
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 31, 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 | 5,770,516 | ||||||||||||||||
Common stock, shares outstanding | 5,770,516 | 2,713,402 | |||||||||||||||
Warrants | 7,273 | 213,333 | |||||||||||||||
Proceeds from Issuance of Common Stock | $ 52,688,946 | $ 22,811,669 | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 48.30 | ||||||||||||||||
Preferred Stock, Shares Issued | 0 | 0 | |||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | |||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | |||||||||||||||
Preferred Stock Value | |||||||||||||||||
Preferred Stock Shares Outstanding | 0 | 0 | |||||||||||||||
Subsequent Event [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
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. | ||||||||||||||||
Common stock, shares outstanding | 15 | ||||||||||||||||
Share Price | $ 285 | ||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 300 | ||||||||||||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 14,250,000 | ||||||||||||||||
Preferred Stock Value | $ 300 | ||||||||||||||||
Proceeds From Issuance Under Placement | $ 1,000,000 | ||||||||||||||||
Subsequent Event [Member] | 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 or Stated Value Per Share | $ 0.01 | ||||||||||||||||
Preferred Stock, Convertible, Conversion Price | $ 13.65 | ||||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 1,098,901 | ||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 13.65 | ||||||||||||||||
Preferred Stock Shares Outstanding | 50,000 | ||||||||||||||||
Subsequent Event [Member] | 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 or Stated Value Per Share | $ 0.01 | ||||||||||||||||
Preferred Stock, Convertible, Conversion Price | $ 15 | ||||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 1,000,000 | ||||||||||||||||
Preferred Stock Voting Rights | right to cast 3,000 votes per share | ||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 15 | ||||||||||||||||
Preferred Stock Shares Outstanding | 50,000 | ||||||||||||||||
Capital on DemandTM Sales Agreement [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Less than 12 months, unrealized gains, fair value | $ 16,000,000 | ||||||||||||||||
Capital on Demand Agreement [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Stock Issued During Period, Shares, New Issues | 500,000 | 300,000 | |||||||||||||||
Proceeds from Issuance of Common Stock | $ 6,900,000 | $ 6,200,000 | |||||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Stock Issued During Period, Shares, New Issues | 304,761 | ||||||||||||||||
Proceeds from Issuance of Common Stock | $ 4,800,000 | ||||||||||||||||
Shares Issued, Price Per Share | $ 15.75 | ||||||||||||||||
Securities Purchase Agreement [Member] | January 2021 Registered Direct Offering [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Stock Issued During Period, Shares, New Issues | 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 During Period, Shares, New Issues | 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. | ||||||||||||||||
Exchange Agreements [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 81,111 | ||||||||||||||||
Proceeds from Issuance of Warrants | $ 1,500,000 | ||||||||||||||||
Underwriting Agreement [Member] | Underwritten Offering [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Stock Issued During Period, Shares, New Issues | 177,777 | ||||||||||||||||
Proceeds from Issuance of Common Stock | $ 9,100,000 | ||||||||||||||||
Shares Issued, Price Per Share | $ 56.25 | ||||||||||||||||
Share Price | 52.3125 | ||||||||||||||||
Underwriting discount price per share | $ 3.9375 | ||||||||||||||||
Payments from sale of nols | 7.00% | ||||||||||||||||
LPC Purchase Agreement [Member] | Lincoln Park Capital Fund, LLC [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Stock Issued During Period, Shares, New Issues | 26,000,000 | ||||||||||||||||
Proceeds from Issuance of Common Stock | $ 2,200,000 | ||||||||||||||||
Maximum [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Common stock, shares outstanding | 6,600,000 | ||||||||||||||||
Warrants | 2,500,000 | ||||||||||||||||
Maximum [Member] | Subsequent Event [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Proceeds From Issuance Under Placement | $ 110,000 | ||||||||||||||||
Minimum [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Common stock, shares outstanding | 400,000 | ||||||||||||||||
Warrants | 200,000 | 81,111 | |||||||||||||||
Common Stock [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Reverse stock split common stock outstanding | 86,557,736 | ||||||||||||||||
Stock Issued During Period, Shares, New Issues | 2,975,503 | 1,111,615 | |||||||||||||||
Original Warrants [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 198,095 | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 17.25 | ||||||||||||||||
Warrant [Member] | Exchange Agreements [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 213,333 | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 18.60 | ||||||||||||||||
LPC Commitment Shares [Member] | LPC Purchase Agreement [Member] | Lincoln Park Capital Fund, LLC [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Stock Issued During Period, Shares, New Issues | 218,854 |
SUMMARY OF STOCK OPTIONS (Detai
SUMMARY OF STOCK OPTIONS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number Outstanding, Outstanding, Ending balance | 441,425 | |
Number Outstanding, Exercisable, Ending balance | 292,332 | |
Share-based Payment Arrangement, Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number Outstanding, Outstanding, Beginning balance | 308,313 | 288,808 |
Weighted Average Exercise Price, Outstanding, Ending balance | $ 41.55 | $ 39.45 |
Number Outstanding, Options granted | 148,016 | 44,683 |
Weighted Average Exercise Price, Options granted | $ 32.09 | $ 51.15 |
Number Outstanding, Options exercised | (500) | (9,390) |
Weighted Average Exercise Price, Options exercised | $ 9.45 | $ 39.60 |
Number Outstanding, Options canceled or expired | (14,404) | (15,788) |
Weighted Average Exercise Price, Options canceled or expired | $ 38.23 | $ 32.07 |
Number Outstanding, Outstanding, Ending balance | 441,425 | 308,313 |
Weighted Average Exercise Price, Outstanding, Ending balance | $ 38.70 | $ 41.55 |
Weighted Average Remaining Contractual Term (years), Outstanding, Ending balance | 7 years 4 months 24 days | |
Aggregate Intrinsic Value, Outstanding, Ending balance | ||
Number Outstanding, Exercisable, Ending balance | 292,332 | |
Weighted Average Exercise Price, Exercisable, Ending balance | $ 40.58 | |
Weighted Average Remaining Contractual Term (years), Exercisable, Ending balance | 6 years 10 months 24 days | |
Aggregate Intrinsic Value, Exercisable, Ending balance |
SUMMARY OF NON-VESTED RESTRICTE
SUMMARY OF NON-VESTED RESTRICTED STOCK AWARDS (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Number Outstanding, Non-vested stock awards, Outstanding, Beginning balance | 183 | 583 |
Weighted Average Grant Date Fair Value, Non-vested stock awards, Outstanding, Beginning balance | $ 14.70 | $ 23.85 |
Number Outstanding, Non-vested stock awards, Granted | 1,466 | 28,773 |
Weighted Average Grant Date Fair Value, Non-vested stock awards, Granted | $ 13.48 | $ 17.37 |
Number Outstanding, Non-vested stock awards, Vested and issued | (28,940) | |
Weighted Average Grant Date Fair Value, Non-vested stock awards, Vested and issued | $ 17.46 | |
Number Outstanding, Non-vested stock awards, Forfeited | (66) | (233) |
Weighted Average Grant Date Fair Value, Non-vested stock awards, Forfeited | $ 33.30 | $ 23.85 |
Number Outstanding, Non-vested stock awards, Outstanding, Ending balance | 1,583 | 183 |
Weighted Average Grant Date Fair Value, Non-vested stock awards, Outstanding, Ending balance | $ 14.25 | $ 14.70 |
SUMMARY OF STOCK OPTIONS OUTSTA
SUMMARY OF STOCK OPTIONS OUTSTANDING (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Number | shares | 441,425 |
Options Exercisable, Number | shares | 292,332 |
Exercise Price One [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Range of Exercise Prices, Upper | $ 30 |
Options Outstanding, Number | shares | 39,316 |
Options Outstanding, Weighted Average Remaining Contractual Term (in years) | 8 years 4 months 24 days |
Options Outstanding, Weighted Average Exercise Price | $ 21.93 |
Options Exercisable, Number | shares | 17,648 |
Options Exercisable, Weighted Average Remaining Contractual Term (in years) | 7 years 9 months 18 days |
Options Exercisable, Weighted Average Exercise Price | $ 25.20 |
Exercise Price Two [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Range of Exercise Prices, Upper | $ 75 |
Options Outstanding, Number | shares | 397,903 |
Options Outstanding, Weighted Average Remaining Contractual Term (in years) | 7 years 6 months |
Options Outstanding, Weighted Average Exercise Price | $ 37.59 |
Options Exercisable, Number | shares | 270,478 |
Options Exercisable, Weighted Average Remaining Contractual Term (in years) | 6 years 10 months 24 days |
Options Exercisable, Weighted Average Exercise Price | $ 37.80 |
Share-based Payment Arrangement, Option, Exercise Price Range, Lower Range Limit | 30.01 |
Exercise Price Three [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Range of Exercise Prices, Upper | $ 75 |
Options Outstanding, Number | shares | 4,206 |
Options Outstanding, Weighted Average Remaining Contractual Term (in years) | 4 years 2 months 12 days |
Options Outstanding, Weighted Average Exercise Price | $ 282.27 |
Options Exercisable, Number | shares | 4,206 |
Options Exercisable, Weighted Average Remaining Contractual Term (in years) | 4 years 3 months 18 days |
Options Exercisable, Weighted Average Exercise Price | $ 284.10 |
SCHEDULE OF ASSUMPTIONS USED TO
SCHEDULE OF ASSUMPTIONS USED TO DETERMINE FAIR VALUE OF OPTIONS GRANTED (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate, minimum | 1.54% | 0.65% |
Risk-free interest rate, maximum | 1.74% | 1.33% |
Expected volatility, minimum | 106.80% | 100.40% |
Expected volatility, maximum | 113.20% | 109.10% |
Expected dividend yield | 0.00% | 0.00% |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life (in years) | 7 years 6 months | 7 years 6 months |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life (in years) | 10 years | 10 years |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details Narrative) - USD ($) $ / shares in Units, $ in Millions | Feb. 19, 2019 | Sep. 28, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 10, 2021 | Jun. 15, 2020 | May 14, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common Stock, Shares Issued | 5,770,538 | 2,713,424 | |||||
Unrecognized compensation cost | $ 1.7 | ||||||
Cost recognized over a weighted-average period | 1 year | ||||||
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 | 433,676 | ||||||
Inducement Awards [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common Stock, Capital Shares Reserved for Future Issuance | 9,332 | ||||||
Stock Options and Restricted Stock Awards [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Compensation cost | $ 3.8 | $ 1.9 | |||||
Stock Options and Restricted Stock Awards [Member] | Research and Development Expense [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Compensation cost | 1.4 | 0.8 | |||||
Stock Options and Restricted Stock Awards [Member] | General and Administrative Expense [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Compensation cost | $ 2.4 | $ 1.1 | |||||
Common Stock, Shares Issued | 429,855 | ||||||
2018 Stock Incentive Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 180,000 | ||||||
Common Stock, Capital Shares Reserved for Future Issuance | 946,561 | ||||||
2018 Stock Incentive Plan [Member] | Minimum [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares Available for Grant | 513,333 | 166,667 | 80,000 | ||||
2018 Stock Incentive Plan [Member] | Maximum [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares Available for Grant | 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] | |||||||
Exercise price per share | $ 32.70 | $ 41.55 | |||||
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 | 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 | 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 | 512,884 |
SCHEDULE OF CHANGES IN EARN-OUT
SCHEDULE OF CHANGES IN EARN-OUT MILESTONE LIABILITY (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Earn-out Milestone Liability | ||
Earn-out liabilities, beginning balance | $ 7,018,000 | $ 5,717,709 |
Non-cash gain loss from the adjustment for the change in fair value | (1,622,000) | 1,300,291 |
Earn-out liabilities, ending balance | $ 5,396,000 | $ 7,018,000 |
EARN-OUT MILESTONE LIABILITY (D
EARN-OUT MILESTONE LIABILITY (Details Narrative) - USD ($) $ / shares in Units, $ in Millions | Jun. 20, 2014 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Oct. 31, 2020 | Feb. 28, 2020 | Mar. 28, 2019 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Warrants to purchase common stock | 7,273 | 213,333 | |||||
Warrant price per share | $ 48.30 | ||||||
EGWC, Inc [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Earnout payment options description | each milestone (10% to 67%) and utilizing a discount rate based on the estimated time to achieve the milestone (1.5 to 2.5 years). | ||||||
Non-cash charge on earnout milestone liability | $ 1.6 | $ 1.3 | $ 5.7 | ||||
Amended Asset Purchase Agreement [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Earnout milestone liability | $ 13.9 | $ 12.4 | |||||
Warrants to purchase common stock | 13,333 | 13,333 | |||||
Warrant price per share | $ 30 | $ 0.15 | |||||
Right to receiving warrant | 13,151 | ||||||
Amended Asset Purchase Agreement [Member] | Within One Year of Achieving Milestone [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Earnout milestone liability | $ 30.4 | $ 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 | ||||||
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 | $ 7 |
SUMMARY OF WARRANT ACTIVITY (De
SUMMARY OF WARRANT ACTIVITY (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | |||
Warrants | ||||
Number of Warrants Issued, Warrants outstanding, Beginning balance | 256,903 | 41,739 | ||
Weighted Average Exercise Price, Warrants outstanding, Beginning balance | $ 20.10 | $ 28.05 | ||
Number of Warrants Issued, Warrants issued | 234,834 | |||
Weighted Average Exercise Price, Warrants issued | $ 18.15 | |||
Number of Warrants Issued, Warrants exercised | (81,111) | (13,333) | ||
Weighted Average Exercise Price, Warrants exercised | $ 18.60 | $ 0.15 | ||
Number of Warrants Issued, Warrants cancelled | (6,337) | |||
Weighted Average Exercise Price, Warrants cancelled | $ 39.45 | |||
Number of Warrants Issued, Warrants outstanding, Ending balance | 175,792 | [1] | 256,903 | |
Weighted Average Exercise Price, Warrants outstanding, Ending balance | $ 21 | $ 20.10 | ||
Aggregate intrinsic value of outstanding warrants | $ 0 | |||
Weighted average remaining contractual terms (years) | [1] | 3 years 10 months 24 days | ||
[1] | Warrants to exercise 7,273 48.30 |
SUMMARY OF WARRANT ACTIVITY (_2
SUMMARY OF WARRANT ACTIVITY (Details) (Parenthetical) - $ / shares | Dec. 31, 2021 | Feb. 28, 2020 |
Warrants | ||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 7,273 | 213,333 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 48.30 |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - USD ($) | Sep. 21, 2020 | Dec. 31, 2021 | Feb. 28, 2021 | Aug. 31, 2020 | Feb. 28, 2020 |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 7,273 | 213,333 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 48.30 | ||||
Horizon Credit Agreement Amendment [Member] | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 5,000 | 6,337 | |||
Right to receiving warrant | 16,501 | ||||
Award vesting period | 4 years | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.85 | ||||
Warrant Price, fair value | $ 9 | ||||
Professional fee expense | $ 45,000 | ||||
Minimum [Member] | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 200,000 | 81,111 |
CELSION EMPLOYEE BENEFIT PLANS
CELSION EMPLOYEE BENEFIT PLANS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | ||
Maximum annual contributions per employee, percent | 3.00% | |
Matching contributions of employee | $ 107,000 | $ 111,000 |
Discretionary contribution | $ 172,000 | $ 178,000 |
Discretionary contribution, rate | 5.00% |
SCHEDULE OF LEASE PAYMENTS AND
SCHEDULE OF LEASE PAYMENTS AND MATURITY OF OPERATING LEASE LIABILITIES (Details) - USD ($) | Dec. 31, 2021 | Jan. 02, 2019 |
Leases | ||
2022 | $ 601,495 | |
2023 | 238,609 | |
2024 and thereafter | ||
Subtotal future lease payments | 840,104 | |
Less imputed interest | (60,485) | |
Total lease liabilities | $ 779,619 | $ 1,900,000 |
Operating Lease, Weighted Average Remaining Lease Term | 1 year 5 months 12 days | |
Operating Lease, Weighted Average Discount Rate, Percent | 9.98% |
LEASES (Details Narrative)
LEASES (Details Narrative) | Jun. 09, 2021USD ($)ft² | Jan. 09, 2019 | Jan. 02, 2019USD ($) | Jan. 31, 2018USD ($)ft² | Nov. 30, 2011 | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Jun. 30, 2014ft² | Jul. 31, 2011ft² |
Lessee, Operating Lease, Description | In 2011, the Company executed a lease (the “Lease”) with Brandywine Operating Partnership, L.P. (Brandywine), a Delaware limited partnership, for a 10,870 square foot premises located in Lawrenceville, New Jersey and relocated its offices to Lawrenceville, New Jersey from Columbia, Maryland. 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 | ||||||||
Lessee, Operating Lease, Term of Contract | 66 months | ||||||||
Lease Expiration Date | Apr. 30, 2017 | ||||||||
Operating Lease, Right-of-Use Asset | $ 400,000 | $ 690,995 | $ 1,047,336 | ||||||
Operating Lease, Liability | 1,900,000 | 779,619 | |||||||
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | 1,800,000 | ||||||||
Operating Lease, Payments | 568,269 | 525,809 | |||||||
Accounting Standards Update 2016-02 [Member] | |||||||||
Operating Lease, Right-of-Use Asset | 1,400,000 | 1,400,000 | |||||||
Operating Lease, Liability | 1,500,000 | 1,500,000 | |||||||
Other Liabilities | $ 100,000 | 100,000 | |||||||
1st Lease Amendment [Member] | |||||||||
Lessee, Operating Lease, Description | increase the size of the premises by 2,285 square feet to 9,850 square feet and extended the lease term by one year to September 1, 2023. | ||||||||
1st Lease Amendment [Member] | First Year [Member] | |||||||||
Payments of rent | 18,900 | ||||||||
1st Lease Amendment [Member] | Final Year [Member] | |||||||||
Payments of rent | 20,500 | ||||||||
2nd Lease Amendment [Member] | First Year [Member] | |||||||||
Payments of rent | 25,035 | ||||||||
2nd Lease Amendment [Member] | Final Year [Member] | |||||||||
Payments of rent | 27,088 | ||||||||
EGEN Asset Purchase Agreement [Member] | |||||||||
Lessee, Operating Lease, Description | In connection with the EGEN Asset Purchase Agreement in June 2014, the Company assumed the existing lease with another landlord for an 11,500 square foot premises located in Huntsville Alabama. In January 2018, the Company and the Huntsville landlord entered into a new 60-month lease which reduced the premises to 9,049 square feet with rent payments of approximately $18,100 per month. 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. | ||||||||
EGEN Asset Purchase Agreement [Member] | Huntsville Alabama [Member] | |||||||||
Area of Land | ft² | 2,197 | 9,049 | 11,500 | ||||||
Payments of rent | $ 5,500 | $ 18,100 | |||||||
Operating Leases [Member] | |||||||||
Operating Lease, Cost | 560,513 | 522,380 | |||||||
Operating Lease, Payments | $ 568,269 | $ 525,809 |
LICENSES OF INTELLECTUAL PROP_2
LICENSES OF INTELLECTUAL PROPERTY AND PATENTS (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Jan. 31, 2003 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Common stock, shares, issued | 5,770,538 | 2,713,424 | |
Common stock, value, issued | $ 57,705 | $ 27,134 | |
License Agreement [Member] | Duke University [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Number of days before issuance factoring into average closing price | 20 | ||
Common stock, shares, issued | 253,691 | ||
Common stock, value, issued | $ 2,200,000 |
TECHNOLOGY DEVELOPMENT AND LI_2
TECHNOLOGY DEVELOPMENT AND LICENSING AGREEMENTS (Details Narrative) - Hisun [Member] - USD ($) $ in Millions | Jan. 18, 2013 | Mar. 31, 2013 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Non-refundable research and development fee | $ 5 | |
Deferred revenue | $ 5 | |
Deferred revenue amortization period | 10 years |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Feb. 28, 2022 | Jan. 10, 2022 | Dec. 31, 2021 | Mar. 03, 2022 | Jan. 31, 2022 | Dec. 31, 2020 |
Subsequent Event [Line Items] | ||||||
Preferred Stock, Shares Issued | 0 | 0 | ||||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | ||||
Preferred Stock Value | ||||||
Preferred Stock Shares Outstanding | 0 | 0 | ||||
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 31, 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. | |||||
Common stock, shares issued | 5,770,538 | 2,713,424 | ||||
Common Stock Shares Outstanding | 5,770,516 | 2,713,402 | ||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Investment | $ 250,000 | |||||
Preferred Stock, Par or Stated Value Per Share | $ 300 | |||||
Share Price | $ 285 | |||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 14,250,000 | |||||
Preferred Stock Value | $ 300 | |||||
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. | |||||
Common stock, shares issued | 15 | |||||
Common Stock Shares Outstanding | 15 | |||||
Subsequent Event [Member] | Series A Convertible Redeemable Preferred Stock [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Preferred Stock, Shares Issued | 50,000 | |||||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | |||||
Share Price | 300 | |||||
Preferred Stock, Convertible, Conversion Price | $ 13.65 | |||||
Convertible Preferred Stock, Shares Issued upon Conversion | 1,098,901 | |||||
Preferred Stock Shares Outstanding | 50,000 | |||||
Subsequent Event [Member] | Series B Convertible Redeemable Preferred Stock [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Preferred Stock, Shares Issued | 50,000 | |||||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | |||||
Share Price | 300 | |||||
Preferred Stock, Convertible, Conversion Price | $ 15 | |||||
Convertible Preferred Stock, Shares Issued upon Conversion | 1,000,000 | |||||
Preferred Stock Shares Outstanding | 50,000 |