| Stockholders’ Equity | Note
12. 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 1, 2022. As of that date, each 15 shares of issued and outstanding common stock and equivalents
was consolidated into one share of common stock. All shares have been restated to reflect the effects of the 15-for-1 reverse stock split.
In addition, at the market open on March 1, 2022, the Company’s common stock started trading under a new CUSIP number 15117N602
although the Company’s ticker symbol, CLSN, remained unchanged The
reverse stock split was previously approved by the Company’s stockholders at the 2022 Special Meeting held on February 24, 2022,
and the Company subsequently filed a Certificate of Amendment to its Certificate of Incorporation to effect the stock consolidation.
The primary reasons for the reverse stock split and the amendment were:
● To
provide the Company with the ability to support its future anticipated growth and would provide greater flexibility to consider and
respond to future business opportunities and needs as they arise, including equity financings and stock-based acquisitions of new
technology and product development candidates. The availability of additional shares of Common Stock would permit the Company to
undertake certain of the foregoing actions without delay and expense associated with holding a Special Meeting of Stockholders to
obtain stockholder approval each time such an opportunity arises that would require the issuance of shares of our Common Stock; and,
● To
continue listing on The NASDAQ Capital Market, which requires that the Company comply with the applicable listing requirements under
NASDAQ Marketplace Rules, which requirements include, among others, a minimum bid price of at least $1.00 per share. On December
2, 2021, the Company received a letter from NASDAQ indicating that the closing bid price of the Company’s Common Stock fell
below $1.00 per share for the previous 30 consecutive business days, and that the Company was therefore not in compliance with the
minimum bid price requirement for continued inclusion on The NASDAQ Capital Market. The Company had 180 calendar days, until May
31, 2022, to regain compliance with this requirement, which occurs when the closing bid price of the Company’s Common Stock
is at least $1.00 per share for a minimum of ten consecutive business days during the 180-day compliance period Immediately
prior to the reverse stock split, the Company had 86,557,736 5,770,467 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 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. 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 0.01 50,000 0.01 285 300 14.25 28.50 300 13.65 1,098,901 300 15.00 1,000,000 The
Company held a special meeting of stockholders to consider an amendment (the “Amendment”) to the Company’s Certificate
of Incorporation, as amended (the “Charter”), to effect a reverse stock split of the outstanding shares of common stock (“Common
Stock”) by a ratio to be determined by the Board of Directors of the Company (the “Reverse Stock Split”), ranging from
7-to-1 to, 10-to-1, 12-to-1 or 15-to-1. The investors of the Preferred Stock Purchase Agreement had agreed to not transfer, offer, sell,
contract to sell, hypothecate, pledge or otherwise dispose of the shares of the Preferred Stock until the Reverse Stock Split, to vote
the shares of the Series A Preferred Stock purchased in the Preferred Offerings in favor of such Amendment and to vote the shares of
the Series B Preferred Stock purchased in the Preferred Offerings in a manner that “mirrors” the proportions on which the
shares of Common Stock (excluding any shares of Common Stock that are not voted) and Series A Preferred Stock are voted on the Reverse
Stock Split and the Amendment. Pursuant
to the Preferred Stock Purchase Agreement, the Company filed two certificates of designation (the “Certificates of Designation”)
with the Secretary of the State of Delaware designating the rights, preferences and limitations of the shares of Preferred Stock. The
Certificates of Designation provided, in particular, that the Preferred Stock had no voting rights, other than the right to vote as a
class on certain specified matters, except that (i) each share of Series A Preferred Stock had the right to vote, on an as converted
basis, on the Reverse Stock Split (together with the Company’s Common Stock and the Series B Preferred Stock as a single class),
and (ii) each share of Series B Preferred Stock had the right to cast 3,000 votes per share of Series B Preferred Stock on the Reverse
Stock Split The
holders of Preferred Stock were entitled to dividends, on an as-if converted basis, equal to dividends actually paid, if any, on shares
of Common Stock. The Preferred Stock was convertible into shares of Common Stock at a rate of $ 13.65 15.00 Each
holder of the Preferred Stock had the right to cause the Company to redeem all or part of their shares of the Preferred Stock from the
earlier of receipt of stockholder approval of the Reverse Stock Split or of 90 days following the original issue date until 120 days
following the original issue date, the “Redemption Date,” in cash at a redemption price equal to 105% of the stated value
plus an amount equal to accumulated but unpaid dividends, if any, on such shares (whether or not earned or declared, but excluding interest
on such dividends) up to, but excluding, the Redemption Date. In connection with the Preferred Offerings, the Company entered into a
placement agent agreement (the “Placement Agent Agreement”) with AGP in which the Company paid $ 1,000,000 110,000 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 The
Series A Preferred Stock and Series B Preferred Stock were recorded as a liability on the condensed consolidated balance sheet during
the first quarter of 2022 until the preferred shares were redeemed during the same quarter. The Company recognized $ 4,551,567 3,000,000 1,110,000 441,567 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. |
