Celsion Corporation Announces $15 Million Registered Direct Offering

LAWRENCEVILLE, N.J., Feb. 22, 2013 /PRNewswire/ -- Celsion Corporation (the "Company") (NASDAQ: CLSN) today announced that it has received commitments from institutional investors to purchase an aggregate of $15 million of the Company's securities in an at-the-market registered direct offering, led by a dedicated health care fund.

The Company entered into definitive purchase agreements with these investors pursuant to which the Company agreed to sell an aggregate of 15,000 shares of its zero coupon preferred stock (which are convertible into a total of approximately 12.1 million shares of common stock) and warrants potentially exercisable for up to approximately 6.0 million additional shares of its common stock.  In addition to the preferred stock not having a required dividend right, the preferred stock will not have any preferences over the Company's common stock, including no liquidation preference rights.  Subject to certain ownership limitations, the preferred stock is convertible at any time at the option of the holder into shares of common stock at a conversion price of $1.2425 (which represents $0.0625 above $1.18, the closing bid price of the common stock on the previous trading day).  The warrants will be exercisable at a price of $1.18 per share and will expire five years from the issuance date.  The closing of the offering is expected to take place on or about February 27, 2013, subject to the satisfaction of customary closing conditions.

The estimated net proceeds to the Company from the offering are expected to be approximately $13.8 million.  With the net proceeds from this offering, the Company projects to have an unaudited cash and investment balance of approximately $47 million.  The Company intends to use the net proceeds from this offering for general corporate purposes.

Dawson James Securities, Inc. acted as exclusive placement agent in connection with the offering.

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