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MarketScreener Homepage  >  Equities  >  Nasdaq  >  Celsion Corporation    CLSN

CELSION CORPORATION

(CLSN)
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CELSION CORP : Other Events, Financial Statements and Exhibits (form 8-K)

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08/03/2020 | 05:09pm EDT

Item 8.01 Other Events

As previously disclosed, Celsion Corporation ("Celsion" or the "Company") is a defendant in a derivative and putative class action lawsuit in the Superior Court of New Jersey, Chancery Division, filed by a shareholder against the Company (as both a class action defendant and nominal defendant), and certain of its officers and directors (the "Individual Defendants"), with the caption O'Connor v. Braun et al., Docket No. MER-C-000068-19 (the "Shareholder Action"). The Shareholder Action alleges breaches of the defendants' fiduciary duties based on allegations that the defendants omitted or made improper statements when seeking shareholder approval of the 2018 Stock Incentive Plan. The Shareholder Action seeks, among other things, any damages sustained by the Company as a result of the defendants' alleged wrongdoing, a declaratory judgment against all defendants invalidating the 2018 Stock Incentive Plan and declaring any awards made under the Plan invalid, rescinded, and subject to disgorgement, an order disgorging the equity awards granted to the Individual Defendants under the 2018 Stock Incentive Plan, and attorneys' fees and costs. Without admitting the validity of any of the claims asserted in the Shareholder Action, or any liability with respect thereto, and expressly denying all allegations of wrongdoing, fault, liability, or damage against the Company and the Individual Defendants arising out of any of the conduct, statements, acts or omissions alleged, or that could have been alleged, in the Shareholder Action, the Company and the Individual Defendants have concluded that it is desirable that the claims be settled on the terms and subject to the conditions set forth in the Settlement Agreement. The Company and the Individual Defendants are entering into the Settlement Agreement for settlement purposes only and solely to avoid the cost and disruption of further litigation.

On April 24, 2020, the Company, the Individual Defendants, and the plaintiff (the "Parties") entered into a Settlement Agreement and Release (the "Settlement Agreement"), which memorializes the terms of the Parties' settlement of the Shareholder Action (the "Settlement"). On July 24, 2020, the Court issued an order approving the Parties' proposed form of notice to shareholders regarding the Settlement. A hearing to determine whether the Court should issue a final order approving the proposed Settlement has been scheduled for September 8, 2020. The Company is filing the Settlement Agreement and the related Notice to Shareholders of Celsion Corporation (the "Notice"), with this Current Report on Form 8-K, copies of which are attached hereto as Exhibits 99.1 and 99.2, respectively, and incorporated herein by reference. The Notice and the Settlement Agreement are also available at https://investor.celsion.com/corporate-governance .

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.



Exhibit
  No.     Description
 99.1       Notice to Shareholders of Celsion Corporation
 99.2       Settlement Agreement and Release, by and between the plaintiff to the
          shareholder action captioned O'Connor v. Braun, et al., N.J. Super.,
          Dkt. No. MERC-00068-19, William J. O'Connor, derivatively on behalf of
          Celsion Corporation and individually on behalf of himself and all other
          similarly situated stockholders of Celsion Corporation and defendants.

© Edgar Online, source Glimpses


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Financials (USD)
Sales 2020 0,51 M - -
Net income 2020 -19,8 M - -
Net Debt 2020 - - -
P/E ratio 2020 -0,86x
Yield 2020 -
Capitalization 20,8 M 20,8 M -
Capi. / Sales 2020 41,2x
Capi. / Sales 2021 83,1x
Nbr of Employees 29
Free-Float 98,6%
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Mean consensus OUTPERFORM
Number of Analysts 2
Average target price 4,00 $
Last Close Price 0,57 $
Spread / Highest target 596%
Spread / Average Target 596%
Spread / Lowest Target 596%
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Managers
NameTitle
Michael H. Tardugno Chairman, President & Chief Executive Officer
Jeffrey Wayne Church CFO, Secretary & SVP-Investor Relations
Nicholas Borys Chief Medical Officer & Senior Vice President
Khursheed Anwer Chief Scientific Officer & Executive VP
Pok Yu Chow Independent Director
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