UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): December 30, 2021

CELSION CORPORATION

(Exact name of registrant as specified in its Charter)

Delaware

001-15911

52-1256615

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

997 Lenox Drive, Suite 100, Lawrenceville, NJ		08648-2311
(Address of principal executive offices)		(Zip Code)

(609) 896-9100

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

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 (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common stock, par value $0.01 per share		CLSN		Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 30, 2021, Celsion Corporation (the “Company”) announced that Dr. Andreas Voss, a Class III member of the Board of Directors (the “Board”) will retire from the Company’s Board effective December 31, 2021. Dr. Voss has served as member of the Science & Technology Committee of the Board. In addition to his Board position, Dr. Voss also acted as a strategic advisor to the Company’s Chief Executive Officer during 2020 to 2021. Through this advisory role, Dr. Voss accepted the position of Managing Director of Celsion GmbH, a wholly owned subsidiary of the Company. In this role, Dr. Voss has elected to devote his time to providing strategy, direction, and general management to Celsion GmbH and has concluded that the time necessary to do so would interfere with the demands of the Company’s Board. Dr. Voss intends to retire for these reasons and not because of any disagreement with management or the Board relating to the Company’s operations, policies or practices. Dr. Voss’s current term as a Class III director was scheduled to end at the Company’s 2022 Annual Meeting of Stockholders.

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.

	CELSION CORPORATION

Dated: December 30, 2021	By:	/s/ Jeffrey W. Church
		Jeffrey W. Church
		Executive Vice President and Chief Financial Officer

Celsion Corporation filed SEC Form 8-K: Leadership Update