Item 1.01 Entry into a Material Definitive Agreement.
On
In connection with the Offering, the Company entered into a placement agent
agreement (the "Placement Agent Agreement") with A.G.P./
The Placement Agent Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Placement Agents, including for liabilities under the Securities Act, other obligations of the parties and termination provisions.
Under the Purchase Agreement and Placement Agent Agreement, the Company and its subsidiary are prohibited, for a period of 90 days after the closing, from issuing, entering into any agreement to issue or announcing the issuance or proposed issuance of any shares 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 the placement agents or the investors participating in the offering, subject to specific exceptions.
The foregoing summaries of the Purchase Agreement and the Placement Agent Agreement do not purport to be complete and are subject to, and qualified in their entirety by, such documents attached as Exhibits 10.1 and 1.1, respectively, to this Current Report on Form 8-K, which are incorporated herein by reference.
The representations, warranties and covenants contained in the Purchase
Agreement and the Placement Agent Agreement were made only for purposes of such
agreement and as of specific dates, were solely for the benefit of the parties
to the such agreements and are subject to limitations agreed upon by the
contracting parties. Accordingly, the Purchase Agreement and the Placement Agent
Agreement are incorporated herein by reference only to provide investors with
information regarding the terms of the Purchase Agreement and the Placement
Agent Agreement and not to provide investors with any other factual information
regarding the Company or its business, and should be read in conjunction with
the disclosures in the Company's periodic reports and other filings with the
The legal opinion, including the related consent, of
Item 8.01 Other Events
The Company issued a press release announcing the Offering on
Item 9.01 Financial Statements and Exhibits.
(a) Not Applicable. (b) Not Applicable. (c) Not Applicable. (d) Exhibits Exhibit Number Description 1.1 Placement Agent Agreement, datedJanuary 22, 2021 , betweenCelsion Corporation and A.G.P./Alliance Global Partners 5.1 Opinion ofBaker & McKenzie LLP 10.1 Form of Securities Purchase Agreement betweenCelsion Corporation and the investors therein, datedJanuary 22, 2021 23.1 Consent ofBaker & McKenzie LLP (including in Exhibit 5.1) 99.1 Press Release ofCelsion Corporation datedJanuary 22, 2021 announcing the pricing of the Offering
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