Additional Proxy Soliciting Materials (definitive) (defa14a)
January 26 2022 - 6:01AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934 (Amendment No. )
Filed
by the Registrant ☒
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Filed
by a Party other than the Registrant ☐
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Check
the appropriate box:
☐
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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☐
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material under §240.14a-12
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Celsion
Corporation
(Name
of Registrant as Specified in its Charter)
N/A
(Name
of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
☒
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No
fee required.
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title
of each class of securities to which transaction applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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Fee
paid previously with preliminary materials.
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Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its
filing.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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January
26, 2022
Celsion
Shareholders:
Please
take a very important step to preserve your CLSN investment and to help ensure that Celsion can continue to develop its portfolio of
innovative immunotherapy and vaccine product candidates. We are asking you to vote “FOR” the proposal to approve
a reverse split of the company’s common stock. This will accomplish two very important objectives – (1) regain compliance
with Nasdaq listing requirements so that our common stock will remain listed on Nasdaq and (2) provide us with increased availability
to authorized shares to fund future product development efforts, acquire additional technologies and products, and attract new employees.
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Without
approval of the reverse stock split proposal, our stock may be delisted from Nasdaq.
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If
our common stock is delisted from Nasdaq, this would adversely affect the value of our common
stock and trading volume, making it more difficult to buy and sell our securities.
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On
the other hand, the reverse stock split will enable us to maintain our common stock’s
volume and ease of trading and encourage a broad range of investors to invest in our
company. This will also inspire analysts and brokers to remain interested in covering and
dealing with our securities.
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The reverse stock split will also help us
to continue having access to capital through the increased availability of authorized shares. This is imperative for a development stage
company to pursue our current and future growth strategies and to assure the necessary funds to do so.
But this will not be
possible without your vote “FOR” the
reverse stock split proposal.
HOW
YOU CAN HELP
Enclosed
you will find a definitive Proxy Statement on Schedule 14A regarding the Special Meeting of Shareholders scheduled to be held
on Thursday, February 24, 2022. Shareholders as of the Special Meeting’s record date, January 14, 2022, will be entitled to vote
at the Special Meeting. Celsion’s Board of Directors is unanimously in favor of the reverse stock split proposal and urges all
shareholders to approve this proposal by voting “FOR” proposal #1.
Time
is short and the need for your approval of the reverse stock split proposal is urgent. A vote “FOR” the proposal will
help to protect your investment in Celsion and will ensure that you can benefit fully from future potential value creation. We appreciate
your continued support for Celsion and we are eager to share more with you in future communications.
Sincerely,
Michael
H. Tardugno
Chairman,
President & CEO
Please
vote your shares “FOR” the reverse stock proposal as recommended by your Board of Directors by responding to the proxy
material that you have received. If you require any assistance with voting your shares, please contact our proxy solicitation firm at
the telephone number and email below:
Laurel
Hill Advisory Group
888-742-1305
CLSN@laurelhill.com
REVERSE
STOCK SPLIT PROCESS
A
reverse stock split decreases the number of outstanding shares and increases the price per share – and is a mechanism often used
by companies to regain compliance with an exchange’s “minimum bid price” listing requirement. For the purpose of regaining
compliance with Nasdaq requirements, Nasdaq’s minimum listing price per share is $1.00. If the reverse stock split proposal is
approved, each shareholder will hold the same percentage ownership interest in the company as before the reverse stock split; all shareholders
will simply hold fewer shares.
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