Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard? Transfer of Listing
On January 27, 2021, Celsion Corporation, a Delaware Corporation (the
"Company"), received a notice from the Nasdaq Listing Qualifications department.
The notice stated that, as a result of Dr. Alberto Martinez's resignation on
December 31, 2020, the Company is no longer in compliance with Nasdaq's audit
committee requirement under Listing Rule 5605 to maintain a committee of at
least three independent members. On December 28, 2020, Dr. Alberto Martinez, a
Class II member of the Board of Directors (the "Board") of the Company announced
that he has decided to retire from the Company's Board of Directors effective
December 31, 2020. Dr. Martinez was a member of the Audit and Compensation
Committees of the Board. Upon reaching the age of 71, Dr. Martinez's decision to
retire from the Board was for personal reasons and not because of any
disagreement with management or the Board relating to the Company's operations,
policies or practices. Dr. Martinez's current term as a Class II director was
scheduled to end at the Company's 2021 Annual Meeting of Stockholders.
In accordance with Nasdaq Listing Rule 5605(c)(4), Nasdaq has provided the
Company with the following cure period to regain compliance:
? until the earlier of the Company's next annual shareholders' meeting or
December 31, 2021; or
? if the next annual shareholders' meeting is held before June 29, 2021, then
the Company must evidence compliance no later than June 29, 2021.
Dr. Donald Braun, an independent member of the Company's Board, has agreed to
serve on the Audit Committee to fill the vacancy created by Dr. Martinez's
retirement. Dr. Braun's appointment will satisfy the applicable requirements of
the Nasdaq Listing Rules and will be ratified by the Board at their next
regularly scheduled Board meeting in March 2021.
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