EXHIBIT 4.6
Definitive
CORPORATION
FORM OF WARRANT
THE SECURITIES REPRESENTED HEREBY AND
ISSUABLE UPON EXERCISE HEREOF HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "ACT"), OR
UNDER THE SECURITIES LAWS OF ANY STATE.
SUCH SECURITIES ARE SUBJECT TO
RESTRICTIONS ON TRANSFERABILITY AND RESALE
AND MAY NOT BE TRANSFERRED OR RESOLD
EXCEPT AS PERMITTED UNDER THE ACT AND THE
APPLICABLE STATE SECURITIES LAWS,
PURSUANT TO REGISTRATION THEREUNDER OR
EXEMPTIONS FROM SUCH REGISTRATION
REQUIREMENTS. INVESTORS SHOULD BE AWARE
THAT THEY MAY BE REQUIRED TO BEAR THE
FINANCIAL RISKS OF THIS INVESTMENT FOR AN
INDEFINITE PERIOD OF TIME. THE ISSUER
OF THESE SECURITIES MAY REQUIRE AN OPINION
OF COUNSEL IN FORM AND SUBSTANCE
SATISFACTORY TO THE ISSUER TO THE EFFECT
THAT ANY PROPOSED TRANSFER OR RESALE IS
IN COMPLIANCE WITH THE ACT AND ANY
APPLICABLE STATE SECURITIES LAWS.
Serial Number:
(REPLACING WARRANT #:
JULY2003PPW-01 ISSUED TO SILVER LAKE ENTERPRISES, LLC)
CELSION CORPORATION
WARRANT TO PURCHASE SHARES OF COMMON STOCK
VOID AFTER ______________, 2008
1. Warrant to Purchase Common Stock.
1.1 Warrant to Purchase Shares. This warrant (this "Warrant")
certifies that for good and valuable
consideration, the receipt and sufficiency
of which are hereby acknowledged,
______________(the "Warrant Holder") is
entitled, effective as of ________________,
2003, subject to the terms and
conditions of this Warrant, to purchase
from Celsion Corporation, a Delaware
corporation (the "Company"), up to a total
of ____________shares (the "Shares")
of Common Stock, par value $0.01 per share,
of the Company (the "Common Stock"),
at the price of $1.20 per share (the
"Exercise Price") prior to 5:00 p.m.
prevailing Eastern time on ___________,
2008 (the "Expiration Date"), subject to
earlier call by the Company as provided in
Section 4 hereof (the "Call"). The
Warrant must be exercised, if at all, in
whole or in part, any time on or before
the Expiration Date, subject to earlier
Call by the Company. Unless the context
otherwise requires, the term "Shares" shall
mean and include the Common Stock of
the Company and other securities and
property at any time receivable or issuable
upon exercise of this Warrant. The term
"Warrant" as used herein, shall include
this Warrant and any warrants delivered in
substitution or exchange therefor as
provided herein.
<PAGE>
Definitive
1.2 Adjustment of Exercise Price and Number of Shares. The
number and character of Shares issuable
upon exercise of this Warrant (or any
shares of stock or other securities or
property at the time receivable or
issuable upon exercise of this Warrant) and
the Exercise Price therefor, are
subject to adjustment upon occurrence of
the following events:
(a) Adjustment for Stock Splits, Stock Dividends,
Recapitalizations, etc. The Exercise Price
of this Warrant and the number of
Shares issuable upon exercise of this
Warrant each shall be proportionally
adjusted to reflect any stock dividend,
stock split, reverse stock split,
combination of shares, reclassification,
recapitalization or other similar event
altering the number of outstanding shares
of the Company's Common Stock.
(b) Adjustment for Other Dividends and Distributions.
In case the Company shall make or issue, or
shall fix a record date for the
determination of eligible holders entitled
to receive, a dividend or other
distribution with respect to the Common
Stock payable in securities of the
Company then, and in each such case, the
Warrant Holder, on exercise of this
Warrant at any time after the consummation,
effective date or record date of
such event, shall receive, in addition to
the Shares (or such other stock or
securities) issuable on such exercise prior
to such date, the securities of the
Company to which such Warrant Holder would
have been entitled upon such date if
such Warrant Holder had exercised this
Warrant immediately prior thereto (all
subject to further adjustment as provided
in this Warrant).
(c) Adjustment for Capital Reorganization,
Consolidation, Merger. If any capital
reorganization of the capital stock of the
Company, or any consolidation or merger of
the Company with or into another
corporation, or the sale of all or
substantially all of the Company's assets to
another corporation shall be effected in
such a way that holders of the
Company's Common Stock will be entitled to
receive stock, securities or assets
with respect to or in exchange for the
Company's Common Stock, then in each such
case the Warrant Holder, upon the exercise
of this Warrant at any time after the
consummation of such capital
reorganization, consolidation, merger, or sale,
shall be entitled to receive, in lieu of
the stock or other securities and
property receivable upon the exercise of
this Warrant prior to such
consummation, the stock or other securities
or property to which such Warrant
Holder would have been entitled upon such
consummation if such Warrant Holder
had exercised this Warrant immediately
prior to the consummation of such capital
reorganization, consolidation, merger, or
sale, all subject to further
adjustment as provided in this Section 1.2;
and in each such case, the terms of
this Warrant shall be applicable to the
shares of stock or other securities or
property receivable upon the exercise of
this Warrant after such consummation.
2. Manner of Exercise.
2.1 Exercise Agreement. This Warrant may be exercised, in
whole or in part, on any business day on or
prior to the Expiration Date,
subject to earlier Call by the Company. To
exercise this Warrant, the Warrant
Holder must surrender to the Company this
Warrant and deliver to the Company:
(a) a duly executed exercise agreement in
the form attached hereto as Exhibit A,
or in such other form as may be approved by
the Company from time to time (the
"Warrant Exercise Agreement"); (b) if
applicable, a spousal consent in the form
attached hereto as Exhibit B (a "Spousal
Consent"); and
2
<PAGE>
Definitive
(c) payment in full of the Exercise Price
for the number of Shares to be
purchased upon exercise hereof. If someone
other than the Warrant Holder
exercises this Warrant, then such person
must submit to the Company each of the
items set forth in clauses (a) through (c)
of the foregoing sentence (to the
extent applicable) and, in addition, must
submit documentation acceptable to the
Company that such person has the right to
exercise this Warrant. Upon a partial
exercise, this Warrant shall be
surrendered, and a new Warrant of like tenor for
purchase of the number of remaining Shares
not previously purchased shall be
issued by the Company to the Warrant
Holder. This Warrant shall be deemed to
have been exercised immediately prior to
the close of business on the date of
its surrender or, if such date is not a
business day, then as of the close of
business on the next succeeding business
day, for exercise as provided above,
and the person entitled to receive the
Shares issuable upon such exercise shall
be treated for all purposes as the holder
of record of such Shares as of the
close of business on such deemed exercise
date.
2.2 Limitations on Exercise. This Warrant may not be exercised
as to fewer than one hundred (100) Shares
unless it is exercised as to all
Shares as to which this Warrant is then
exercisable.
2.3 Payment. The Exercise Agreement shall be accompanied by
full payment of the Exercise Price for the
Shares being purchased in cash (by
certified or cashiers check or wire
transfer or other immediately available
funds) or, where permitted by law and
provided that a public market for the
Company's stock exists, (a) through a "same
day sale" commitment from the
Warrant Holder and a broker-dealer that is
a member of the National Association
of Securities Dealers (an "NASD Dealer"),
whereby the Warrant Holder irrevocably
elects to exercise this Warrant and to sell
a portion of the Shares so purchased
to pay for the Exercise Price and whereby
the NASD Dealer irrevocably commits
upon receipt of such Shares to forward the
Exercise Price directly to the
Company or (b) through a "margin"
commitment from the Warrant Holder and an NASD
Dealer, whereby the Warrant Holder
irrevocably elects to exercise this Warrant
and to pledge the Shares so purchased to
the NASD Dealer in a margin account as
security for a loan from the NASD Dealer in
the amount of the Exercise Price and
whereby the NASD Dealer irrevocably commits
upon receipt of such Shares to
forward the Exercise Price directly to the
Company.
2.4 Tax Withholding. Prior to the issuance of the Shares upon
exercise of this Warrant, the Warrant
Holder must pay or provide for any
applicable federal or state withholding
obligations of the Company.
2.5 Issuance of Shares. Provided that the Exercise Agreement,
the spousal consent, if necessary, and
payment have been received by the Company
as provided in Section 2.3 hereof, the
Company shall issue the Shares (adjusted
as provided herein) registered in the name
of the Warrant Holder, the Warrant
Holder's authorized assignee, or the
Warrant Holder's legal representative, and
shall deliver one or more certificates
representing the Shares as the Warrant
Holder reasonably may request with the
appropriate legends affixed thereto.
3. Registration of the Shares. The Shares are subject to
registration
under the Securities Act of 1933, as
amended pursuant to Section 4 of the
Subscription Agreement entered into between
the Company and the Warrant Holder
in connection with the sale and purchase of
this Warrant (the "Subscription
Agreement").
3
<PAGE>
Definitive
4. Redemption. The Company, at its sole discretion, may, at any
time
and from time to time after the date
hereof, Call, redeem and cancel all or any
part of the outstanding Warrants upon the
payment of consideration consisting of
$0.0001 per Share for each Share subject to
a Warrant redeemed and cancelled;
provided, however, that any such
redemptions and cancellations may be made by
the Company only upon thirty (30) calendar
days' prior written notice (the
"Redemption Date" being the close of
business on the thirtieth (30th) day
following the date the notice is deemed to
be given to Warrant Holders pursuant
to Section 9 hereof or, if such day is not
a business day, then the close of
business on the next succeeding business
day) and only if the closing sales
price for a share of the Company's Common
Stock as reported on The American
Stock Exchange or similar national market
has been equal to or
