UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 15, 2016
CELSION CORPORATION
(Exact Name of Registrant as Specified in Charter)
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Delaware |
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001-15911 |
52-1256615 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
(IRS Employer Identification No.) |
997 Lenox Drive, Suite 100
Lawrenceville, NJ 08648
Registrant’s telephone number, including area code: (609) 896-9100
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On June 15, 2016, at the Annual Meeting of Stockholders (the “Annual Meeting”) of Celsion Corporation, a Delaware corporation (the “Company”), the stockholders of the Company approved an amendment to Article Fourth of the Company’s certificate of incorporation, as amended (the “Certificate of Incorporation”), to increase the number of the authorized shares of the Company’s common stock, par value $0.01 per share, from 75,000,000 shares to 112,500,000 shares. The number of the authorized shares of preferred stock remains 100,000 shares. The aggregate number of shares of all classes of stock that the Company may issue, after giving effect to such amendment as approved by the stockholders, will be 112,600,000 shares.
The foregoing summary does not purport to be complete and is qualified in its entirety by the full text of the certificate of amendment to the Certificate of Incorporation filed by the Company on June 15, 2016 with the Secretary of State of the State of Delaware, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
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Item 5.07 |
Submission of Matters to a Vote of Security Holders |
At the Company’s Annual Meeting on June 15, 2016, the following actions were taken. The proposals below are described in detail in the Company’s definitive proxy statement dated May 5, 2016 for the Annual Meeting.
Proposal 1
Each of the individuals listed below was elected, by a majority of the votes cast at the Annual Meeting and entitled to vote on the election of directors, to serve on the Board of Directors until the 2019 Annual Meeting of Stockholders.
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Nominee |
For |
Withheld |
Broker Non-Votes |
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Mr. Michael H. Tardugno |
6,395,365 |
291,026 |
11,003,447 |
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Dr. Donald P. Braun |
6,385,946 |
300,445 |
11,003,447 |
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Dr. Andreas Voss |
6,387,028 |
299,363 |
11,003,447 |
In addition to the directors elected above, Dr. Augustine Chow, Mr. Frederick J. Fritz, Mr. Robert W. Hooper and Dr. Alberto R. Martinez continued to serve as directors after the Annual Meeting.
Proposal 2
The proposal to approve, on an advisory basis, the 2016 compensation of the Company’s named executive officers (“Say-on-Pay”), was approved based upon the following votes:
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For |
Against |
Abstain |
Broker Non-Votes |
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17,395,523 |
233,748 |
60,567 |
11,003,447 |
Proposal 3
The proposal, by the Audit Committee of the Board of Directors of the Company, to ratify the appointment of Dixon Hughes Goodman LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2016, as described in the proxy materials, was approved with approximately 98.34% of the shares present or represented and voting at the Annual Meeting voting for the proposal and approximately 1.32% voting against the proposal with 0.34% abstaining. As disclosed in the Company’s current report on Form 8-K filed on June 1, 2016, as a result of the dissolution of Stegman & Company, the Company’s former independent registered public accounting firm, Dixon Hughes Goodman LLP became the Company’s independent registered public accounting firm effective June 1, 2016.
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For |
Against |
Abstain |
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17,395,523 |
233,748 |
60,567 |
Proposal 4
The proposal to approve an amendment to the Certificate of Incorporation to increase the number of the authorized shares of the Company’s common stock, par value $0.01 per share, from 75,000,000 shares to 112,500,000 shares was approved based upon the following votes:
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For |
Against |
Abstain |
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13,370,733 |
3,926,649 |
392,456 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit Number |
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Description |
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3.1 |
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Certificate of Amendment to the Certificate of Incorporation of Celsion Corporation |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CELSION CORPORATION |
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Date: June 15, 2016 |
By: |
/s/Jeffrey W. Church |
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Jeffrey W. Church |
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Senior Vice President and Chief Financial Officer |
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Exhibit Index
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Exhibit Number |
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Description |
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3.1 |
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Certificate of Amendment to the Certificate of Incorporation of Celsion Corporation |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
CELSION CORPORATION
Celsion Corporation (the “ Corporation ”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “ DGCL ”), does hereby certify that:
FIRST: The name of the Corporation is Celsion Corporation.
SECOND: The original Certificate of Incorporation of the Corporation (formerly known as Celsion (Delaware) Corporation) was filed with the Secretary of State of the State of Delaware on May 17, 2000, a Certificate of Ownership and Merger was thereafter filed with the Secretary of State of the State of Delaware on August 17, 2000, and Certificates of Amendment of Certificate of Incorporation were thereafter filed with the Secretary of State of the State of Delaware on June 5, 2001, November 8, 2002, May 25, 2004, February 27, 2006, July 1, 2009 and October 28, 2013, respectively (the “ Certificate of Incorporation “). Certificates of Designation were filed with the Secretary of State of the State of Delaware on August 17, 2000, May 29, 2002, August 20, 2002 and January 14, 2011, respectively, and a Certificate of Designation of Preferences, Rights and Limitations of Series A 0% Convertible Preferred Stock was filed with the Secretary of State of the State of Delaware on February 25, 2013.
THIRD: The amendments to the Certificate of Incorporation below have been duly adopted by the board of directors of the Corporation and the holders of a majority of the issued and outstanding shares of capital stock of the Corporation entitled to vote thereon at the 2016 annual meeting of stockholders of the Corporation held on June 15, 2016 pursuant to Sections 141 and 242 of the DGCL.
FOURTH: The Certificate of Incorporation is hereby amended by deleting the text of the first and second paragraphs of Article Fourth thereof and substituting the following paragraph therefor.
The total number of shares of all classes of stock which the Corporation shall have authority to issue is 112,600,000 shares, consisting of (i) 112,500,000 shares of Common Stock, par value $0.01 per share ("Common Stock"), and (ii) 100,000 shares of Preferred Stock, par value $0.01 per share ("Preferred Stock"). The Preferred Stock may be issued from time to time in one or more series."
IN WITNESS WHEREOF, Celsion Corporation has caused this Certificate of Amendment to the Certificate of Incorporation to be signed by its duly authorized officer on this 15th day of June, 2016.
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By |
/s/ Michael H. Tardugno |
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Name: Michael H. Tardugno Title: Chairman, President and Chief Executive Officer |