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Celsion Corporation Announces Stock Consolidation

LAWRENCEVILLE, N.J., Oct. 28, 2013 /PRNewswire/ -- Celsion Corporation (NASDAQ: CLSN), a leading oncology drug development company, announced today that it is effecting a 1 for 4.5 reverse stock split of its common stock which will be effective for trading purposes as of the commencement of trading on October 29, 2013.  As of that date, each 9 shares of issued and outstanding common stock and equivalents will be consolidated into 2 shares of common stock.  In addition, at the market open on October 29, 2013, the common stock will trade under a new CUSIP number 15117N404 although the Company's ticker symbol, CLSN, will remain unchanged.

The reverse stock split was previously approved by the Company's stockholders at the 2013 Annual Meeting held on July 19, 2013, and the Company subsequently filed a Certificate of Amendment to its Certificate of Incorporation to effect the stock consolidation.  The primary reasons for the reverse stock split are:

  • To increase the market price of the Company's common stock making it more attractive to a broader range of institutional and other investors,
  • To provide the Company with additional capital resources and flexibility sufficient to execute its business plans including the establishment of strategic relationships with other companies and to ensure its ability to raise additional capital as necessary, and
  • As previously announced, to expand the Company's business or product lines through acquisition.

The number of outstanding common shares will be reduced from 61,214,895 shares to approximately 13.6 million shares.  The number of authorized shares and the par value per share will remain unchanged.  No fractional shares will be issued in connection with the reverse stock split.  Holders of fractional shares will be paid out in cash for the fractional portion with the Company's overall exposure for such payouts consisting of a nominal amount.  The number of outstanding options and warrants will be adjusted accordingly, with outstanding options being reduced from 4.1 million to approximately 0.9 million and outstanding warrants being reduced from 13.8 million to approximately 3.1 million.  Celsion stockholders will receive instructions from its transfer agent, American Stock Transfer and Trust Company, relating to procedures for exchanging existing stock certificates for new certificates or book-entry shares and for the receipt of cash proceeds in lieu of fractional shares.

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