Celsion Corporation Announces $15 Million Registered Direct Offering

     Celsion Corporation Announces $15 Million Registered Direct Offering

PR Newswire

LAWRENCEVILLE, N.J., Feb. 22, 2013

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 noliquidation 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

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.

A shelf registration statement (File No. 333-183286) relating to the shares of
preferred stock and warrants issued in the offering (and the shares of common
stock issuable upon conversion of the preferred stock exercise of the
warrants) has been filed with and declared effective by the Securities and
Exchange Commission (the "SEC"). A prospectus supplement relating to the
offering will be filed by the Company with the SEC. Copies of the prospectus
supplement, together with the accompanying prospectus, can be obtained at the
SEC's website at http://www.sec.gov, from Dawson James Securities by e-mailing
placements@djsiny.com, or from Celsion Corporation, 997 Lenox Drive, Suite
100, Lawrenceville, NJ 08648, Attention: Investor Relations.

This press release does not constitute an offer to sell or the solicitation of
an offer to buy any securities of the Company in this offering. There shall
not be any offer, solicitation of an offer to buy, or sale of securities in
any state or jurisdiction in which such an offering, solicitation, or sale
would be unlawful prior to registration or qualification under the securities
laws of any such state or jurisdiction. Any offering will be made only by
means of a prospectus, including a prospectus supplement, forming a part of
the effective registration statement.

Additional Information:

Statements made in this press release include forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended, regarding,
but not limited to, the amount and use of proceeds the Company expects to
receive from the offering, the closing of the offering, the conversion of the
preferred stock and the exercise of the warrants. Forward-looking statements
can be identified by the use of words such as "may," "will," "plan," "should,"
"expect," "anticipate," "estimate," "continue," or comparable terminology.
Such forward-looking statements are inherently subject to certain risks,
trends and uncertainties, many of which the Company cannot predict with
accuracy and some of which the Company might not even anticipate, and involve
factors that may cause actual results to differ materially from those
projected or suggested. Readers are cautioned not to place undue reliance on
these forward-looking statements and are advised to consider the factors
listed above together with the additional factors under the heading
"Forward-Looking Statements" and "Risk Factors" in the Company's Annual
Reports on Form 10-K, as may be supplemented or amended by the Company's
Quarterly Reports on Form 10-Q. The Company assumes no obligation to update or
supplement forward-looking statements that become untrue because of subsequent
events, new information or otherwise.

Investor Contact

Jeffrey W. Church
Senior Vice President – Corporate
Strategy and Investor Relations

SOURCE Celsion Corporation
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