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
subsidiaries are prohibited, for a period of 90 days after the closing from
issuing, 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
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, datedMarch 31, 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, datedMarch 31, 2021 23.1 Consent ofBaker & McKenzie LLP (including in Exhibit 5.1) 99.1 Press Release ofCelsion Corporation datedMarch 31, 2021 announcing the pricing of the Offering
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