Whooops. How is it the last 5 stocks I've bought have diluted RIGHT after I buy them lol.
Pursuant to this prospectus supplement and the accompanying prospectus, we are offering up to 5,000 shares of our 8% series A redeemable convertible preferred stock and warrants to purchase up to 2,083,333 shares of our common stock to selected institutional investors under a securities purchase agreement dated January 12, 2011, between us and the investors. Each share of preferred stock has a stated value of $1,000 and is convertible into shares of our common stock at an initial conversion price of $2.40 per common share. The preferred stock and warrants will be sold in units, with each unit consisting of one (1) share of preferred stock and a warrant to purchase 416.6666 shares of common stock, at an initial exercise price of $3.25 per whole share of common stock. Each unit will be sold at a negotiated price of $1,000 per unit. Units will not be issued or certificated. The shares of preferred stock and warrants are immediately separable and will be issued separately.
Our common stock is traded on The NASDAQ Capital Market under the symbol "CLSN." On January 12, 2011, the last reported sale price of our common stock on The NASDAQ Capital Market was $2.75 per share. There is no established trading market for our preferred stock or any of the warrants and we do not expect a market to develop. We do not intend to apply for a listing of the preferred stock or any of the warrants on any national securities exchange.
As of December 31, 2010, the aggregate market value of our outstanding common stock held by non-affiliates was approximately $39,483,352, based on 13,331,096 shares of outstanding common stock, of which 343,151 shares are held by non-affiliates, and a per share price of $3.04, based on the closing sale price of our common stock on November 17, 2010. As of the date hereof, we have not sold any securities pursuant to General Instruction I.B.6. of Form S-3 during the prior 12 calendar month period that ends on and includes the date hereof. We have retained Dominick & Dominick LLC to act as the placement agent in connection with this offering. The placement agent is not purchasing or selling any of these securities nor is it required to sell any specific number or dollar amount of securities, but has agreed to use its reasonable best efforts to sell the securities offered by this prospectus supplement.
It is important to listen to all the information, not just the stuff that makes you feel good about your investment.
