Note 10 - Stockholders' Equity	12 Months Ended
Dec. 31, 2016
Notes to Financial Statements
Stockholders' Equity Note Disclosure [Text Block]	10. STOCKHOLDERS’ EQUITY In September 2015, the Company filed with the Securities and Exchange Commission (the SEC) a $75 million shelf registration statement on Form S- 3 (the 2015 Shelf Registration Statement) (File No. 333 - 206789) that allows the Company to issue any combination of common stock, preferred stock or warrants to purchase common stock or preferred stock. This shelf registration was declared effective on September 25, 2015. At the 2016 Annual Meeting of Stockholders of the Company in June 2016, the Company’s stockholders of the Company approved an increase in the number of the authorized shares of the Company’s common stock from 75,000,000 shares to 112,500,000 shares. The number of the authorized shares of preferred stock remains 100,000 shares. The aggregate number of shares of all classes of stock that the Company may issue, after giving effect to such amendment as approved by the stockholders, will be 112,600,000 shares. We did not have any option or warrant exercises during 2015 through 2016 other than the Pre-funded Series B Warrants as discussed in more detail below. June 2016 Common Stock Offering On June 13, 2016, the Company entered into a securities purchase agreement (the June 2016 Purchase Agreement) with an investor, pursuant to which the Company issued and sold, in a registered direct offering (the June 2016 Offering), an aggregate of 2,311,764 shares of common stock of the Company at an offering price of $1.36 per share. In addition, the Company sold Pre-Funded Series B Warrants (the Pre-Funded Series B Warrants) to purchase 2,100,000 shares of common stock in lieu of shares of common stock to the extent that the purchase of common stock would cause the beneficial ownership of the purchaser of such shares of common stock, together with its affiliates and certain related parties, to exceed 9.99% of our common stock. The Company offered these shares and warrants under the June 2016 Purchase Agreement pursuant to the 2015 Shelf Registration Statement. The Company received gross proceeds of approximately $6.0 million before the deduction of placement agent fees and offering expenses in the June 2016 Offering. During the third quarter of 2016, 250,000 shares of common stock were issued in connection with the exercise of some of the Pre-Funded Series B Warrants. As of December 31, 2016, 1,850,000 of the Series B Pre-Funded warrants remain outstanding. Subsequent to December 31, 2016, all Series B Pre-funded warrants were exercised in full. In a concurrent private placement (the June 2016 Private Placement), the Company issued to the investor Series A warrants (the June 2016 Series A Warrants), each to purchase 0.5 share of common stock, Series C warrants (the June 2016 Series C Warrants), each to purchase one share of common stock, and Series D warrants (the June 2016 Series D Warrants), each to purchase 0.5 share of common stock (collectively the June 2016 Warrants). The June 2016 Series A Warrants are initially exercisable six months following issuance and terminate five and one -half years following issuance. The June 2016 Series C Warrants are initially exercisable six months following issuance and terminate one year following issuance. The June 2016 Series D Warrants only become exercisable ratably upon the exercise of the June 2016 Series C Warrants, are initially exercisable six months following issuance, and terminate five and one -half years following issuance. The June 2016 Warrants have an exercise price of $1.40 per share and are exercisable to purchase an aggregate of 8,823,528 shares of common stock. Subject to limited exceptions, a holder of a June 2016 Warrant will not have the right to exercise any portion of its warrants if the holder, together with its affiliates, would beneficially own in excess of 4.99% of the number of shares of common stock outstanding immediately after giving effect to such exercise (the “Beneficial Ownership Limitation”); provided, however, that upon 61 days’ prior notice to the Company, the holder may increase or decrease the Beneficial Ownership Limitation, provided that in no event shall the Beneficial Ownership Limitation exceed 9.99%. The June 2016 Warrants and the shares of our common stock issuable upon the exercise of the June 2016 Warrants are not being registered under the Securities Act of 1933, as amended (the “Securities Act”), are not being offered pursuant to the 2015 Shelf Registration Statement and are being offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and Rule 506(b) promulgated thereunder. On October 31, 2016 we filed a registration statement on Form S- 1 to provide for the resale of the shares of common stock issuable upon the exercise of the June 2016 Warrants and will be obligated to use our commercially reasonable efforts to keep such registration statement effective until the earliest of (i) the date on which all of the shares of commons stock issuable upon the exercise of the June 2016 Warrants have been sold under the registration statement or Rule 144 under the Securities Act, (ii) the date on which the shares of common stock issuable upon the exercise of the June 2016 Warrants may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 under the Securities Act and (iii) the termination of the June 2016 Warrants. Under the June 2016 Purchase Agreement, the Company was prohibited, for a period of six months after the closing, from effecting or entering into an agreement to issue common stock or any other securities that are at any time convertible into, or exercisable or exchangeable for, or otherwise entitle the holder thereof to receive, common stock to the extent such issuance or sale involves certain variable conversion, exercise or exchange prices or such agreement provides for sale of securities at a price to be determined in the future. December 2016 Common Stock Offering On December 20, 2016, Company, entered into a securities purchase agreement (the December 2016 Purchase Agreement) with several investors, pursuant to which the Company sold, in a registered direct offering (the December 2016 Offering), an aggregate of 5,142,843 shares of common stock of the Company at an offering price of $0.35 per share for gross proceeds of approximately $1.8 million before the deduction of the placement agent fee and offering expenses. The shares were offered by the Company pursuant to the 2015 Shelf Registration Statement. In a concurrent private placement (the December 2016 Private Placement), the Company agreed to issue to the investors warrants, each to purchase one share of common stock (the December 2016 Warrants). The December 2016 Warrants are initially exercisable six months following issuance, and terminate five and one -half years following issuance. The December 2016 Warrants have an exercise price of $0.46 per share and are exercisable to purchase an aggregate of 5,142,843 shares of common stock. Subject to limited exceptions, a holder of a December 2016 Warrant will not have the right to exercise any portion of its warrants if the holder, together with its affiliates, would beneficially own in excess of 9.99% of the Beneficial Ownership Limitation; provided, however, that upon 61 days’ prior notice to the Company, the holder may increase or decrease the Beneficial Ownership Limitation, provided that in no event shall the Beneficial Ownership Limitation exceed 9.99%. The December 2016 Warrants and the shares of our common stock issuable upon the exercise of the December 2016 Warrants are not being registered the Securities Act, are not being offered pursuant to the 2015 Shelf Registration Statement and are being offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and Rule 506(b) promulgated thereunder. We are required to file a registration statement on Form S- 1 to provide for the resale of the shares of common stock issuable upon the exercise of the December 2016 Warrants and will be obligated to use our commercially reasonable efforts to keep such registration statement effective until the earliest of (i) the date on which all of the shares of common stock issuable upon the exercise of the December 2016 Warrants have been sold under the registration statement or Rule 144 under the Securities Act, (ii) the date on which the shares of common stock issuable upon the exercise of the December 2016 Warrants may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 under the Securities Act and (iii) the termination of the December 2016 Warrants. Under the December 2016 Purchase Agreement, the Company was prohibited, for a period of three months after the closing, from effecting or entering into an agreement to issue common stock or any other securities that are at any time convertible into, or exercisable or exchangeable for, or otherwise entitle the holder thereof to receive, common stock to the extent such issuance or sale involves certain variable conversion, exercise or exchange prices or such agreement provides for sale of securities at a price to be determined in the future except for the filing of and conducting a financing, pursuant to a registration statement on a Form S- 1. May 2015 Common Stock Offering On May 27, 2015, the Company entered into a Securities Purchase Agreement with certain investors, pursuant to which the Company sold and issued on June 1, 2015, in a registered direct offering (the May 2015 Offering), an aggregate of 3,000,000 shares of common stock at an offering price of $2.675 per share for gross proceeds of $8.0 million before the deduction of the placement agent fee and offering expenses. The Shares were offered by the Company pursuant to a registration statement on Form S- 3 (File No. 333 - 183286), which was initially filed with the SEC on August 13, 2012, as amended on August 20, 2012, and was declared effective by the SEC on September 14, 2012 (the Shelf Registration Statement). In a concurrent private placement closed on June 1, 2015, the Company issued to the investors in the May 2015 Offering certain warrants (the May 2015 Warrants) at an exercise price of $2.60 per share. The May 2015 Warrants are exercisable to purchase 0.65 share of common stock for each share of common stock purchased in the May 2015 Offering for an aggregate of 1,950,000 shares of common stock. Each May 2015 Warrant will be exercisable on the date of its issuance until the five -year anniversary of the date of issuance. On July 10, 2015, the Company filed a registration statement for the resale of any shares of common stock issuable upon the exercise of the May 2015 Warrants on Form S- 3 (File No. 333 - 205608) which was declared effective by the SEC on July 30, 2015. Under this purchase agreement, the Company was prohibited, for the period from the date of closing and ending September 1, 2015, from effecting or entering into an agreement to issue common stock or, for a period of five months after the closing, any other securities that are at any time convertible into, or exercisable or exchangeable for, or otherwise entitle the holder thereof to receive, common stock to the extent such issuance or sale involves certain variable conversion, exercise or exchange prices or such agreement provides for sale of securities at a price to be determined in the future. January 2014 Common Stock Offering On January 15, 2014, the Company entered into a Securities Purchase Agreement with certain institutional investors, pursuant to which the Company sold, in a registered offering, an aggregate of 3,603,604 shares of its common stock, par value $0.01 per share, and warrants to purchase up to 1,801,802 shares of common stock, for an aggregate purchase price of approximately $15 million (the January 2014 Common Stock Offering). The shares of common stock and warrants were sold in units, with each unit consisting of one share of common stock, a Series A warrant to purchase 0.25 share of common stock and a Series B warrant to purchase 0.25 share of common stock. Each unit was sold at a purchase price of $4.1625. Each Series A warrant will be exercisable at any time on or after its issuance date and until the five -year anniversary of the issuance date. Each Series B warrant will be exercisable at any time on or after its issuance date and until the one -year anniversary of the issuance date. The Series B warrants expired in January 2015. Each warrant has an exercise price of $4.10 per share. Under the purchase agreement, the Company was prohibited, for a period of nine months after the closing, from effecting or entering into an agreement to issue common stock or any other securities that are at any time convertible into, or exercisable or exchangeable for, or otherwise entitle the holder thereof to receive, common stock to the extent such issuance or sale involves certain variable conversion, exercise or exchange prices or such agreement provides for sale of securities at a price to be determined in the future. Shares issued in acquisition of EGEN, Inc. The Company issued 2,712,188 shares of its common stock to the stockholders of EGEN, Inc. to acquire certain assets of EGEN. The shares of Celsion’s common stock were issued in a private transaction exempt from registration under the Securities Act of 1933, as amended (the Securities Act), pursuant to Section 4(2) thereof. In addition, 670,070 shares of Celsion common stock are issuable to EGEN stockholders pending satisfactory resolution of any post-closing adjustments of expenses and EGEN’s indemnification obligations under the EGEN Purchase Agreement (Holdback Shares). The common stock issued and issuable to EGEN pursuant to the Asset Purchase Agreement were filed pursuant to Rule 415 under the Securities Act of 1933, as amended, on the Prospectus for Registration Statement No. 333 - 198786 and was declared effective on September 30, 2014. Controlled Equity Offering On February 1, 2013, the Company entered into a Controlled Equity Offering SM Sales Agreement (the “ATM Agreement”) with Cantor Fitzgerald & Co., as sales agent (“Cantor”), pursuant to which Celsion may offer and sell, from time to time, through Cantor, shares of our common stock having an aggregate offering price of up to $25.0 million (the “ATM Shares”) pursuant to the Company’s previously filed and effective Registration Statement on Form S- 3. Under the ATM Agreement, Cantor may sell ATM Shares by any method deemed to be an “at-the-market” offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, including sales made directly on The NASDAQ Capital Market, on any other existing trading market for the our common stock or to or through a market maker. From February 1, 2013 through December 31, 2016, the Company sold and issued an aggregate of 1,479,535 shares of common stock under the ATM Agreement, receiving approximately $7.6 million in gross proceeds. The Company is not obligated to sell any ATM Shares under the ATM Agreement. Subject to the terms and conditions of the ATM Agreement, Cantor will use commercially reasonable efforts, consistent with its normal trading and sales practices and applicable state and federal law, rules and regulations and the rules of The NASDAQ Capital Market, to sell ATM Shares from time to time based upon the Company’s instructions, including any price, time or size limits or other customary parameters or conditions the Company may impose. In addition, pursuant to the terms and conditions of the ATM Agreement and subject to the instructions of the Company, Cantor may sell ATM Shares by any other method permitted by law, including in privately negotiated transactions. The ATM Agreement will terminate upon the earlier of (i) the sale of ATM Shares under the ATM Agreement having an aggregate offering price of $25 million and (ii) the termination of the ATM Agreement by Cantor or the Company. The ATM Agreement may be terminated by Cantor or the Company at any time upon 10 days' notice to the other party, or by Cantor at any time in certain circumstances, including the occurrence of a material adverse change in the Company. The Company pays Cantor a commission of 3.0% of the aggregate gross proceeds from each sale of ATM Shares and has agreed to provide Cantor with customary indemnification and contribution rights. The Company also reimbursed Cantor for legal fees and disbursements of $50,000 in connection with entering into the ATM Agreement. In connection with the January 2014 common stock offering, the Company agreed to not sell any ATM Shares until June 23, 2017. On October 2, 2015, we filed a prospectus supplement to the base prospectus that forms a part of the 2015 Shelf Registration Statement, pursuant to which we may offer and sell up to $7,500,000 of shares of common stock from time to time under the ATM Agreement. The Company currently has approximately $17.4 million remaining under the ATM Agreement.

10.

STOCKHOLDERS’ EQUITY

September

2015,

the Company filed with the Securities and Exchange Commission (the SEC) a

$75

million shelf registration statement on Form S-

(the

2015

Shelf Registration Statement) (File No.

333

206789)

that allows the Company to issue any combination of common stock, preferred stock or warrants to purchase common stock or preferred stock. This shelf registration was declared effective on

September

25,

2015.

At the

2016

Annual Meeting of Stockholders of the Company in

June

2016,

the Company’s stockholders of the Company approved an increase in the number of the authorized shares of the Company’s common stock from

75,000,000

shares to

112,500,000

shares. The number of the authorized shares of preferred stock remains

100,000

shares. The aggregate number of shares of all classes of stock that the Company

may

issue, after giving effect to such amendment as approved by the stockholders, will be

112,600,000

shares.

We did

not

have any option or warrant exercises during

2015

through

2016

other than the Pre-funded Series B Warrants as discussed in more detail below.

June

2016

Common Stock Offering

June

13,

2016,

the Company entered into a securities purchase agreement (the

June

2016

Purchase Agreement) with an investor, pursuant to which the Company issued and sold, in a registered direct offering (the

June

2016

Offering), an aggregate of

2,311,764

shares of common stock of the Company at an offering price of

$1.36

per share. In addition, the Company sold Pre-Funded Series B Warrants (the Pre-Funded Series B Warrants) to purchase

2,100,000

shares of common stock in lieu of shares of common stock to the extent that the purchase of common stock would cause the beneficial ownership of the purchaser of such shares of common stock, together with its affiliates and certain related parties, to exceed

9.99%

of our common stock. The Company offered these shares and warrants under the

June

2016

Purchase Agreement pursuant to the

2015

Shelf Registration Statement. The Company received gross proceeds of approximately

$6.0

million before the deduction of placement agent fees and offering expenses in the

June

2016

Offering. During the

third

quarter of

2016,

250,000

shares of common stock were issued in connection with the exercise of some of the Pre-Funded Series B Warrants. As of

December

31,

2016,

1,850,000

of the Series B Pre-Funded warrants remain outstanding. Subsequent to

December

31,

2016,

all Series B Pre-funded warrants were exercised in full.

In a concurrent private placement (the

June

2016

Private Placement), the Company issued to the investor Series A warrants (the

June

2016

Series A Warrants), each to purchase

0.5

share of common stock, Series C warrants (the

June

2016

Series C Warrants), each to purchase

one

share of common stock, and Series D warrants (the

June

2016

Series D Warrants), each to purchase

0.5

share of common stock (collectively the

June

2016

Warrants). The

June

2016

Series A Warrants are initially exercisable

six

months following issuance and terminate

five

and

one

-half years following issuance. The

June

2016

Series C Warrants are initially exercisable

six

months following issuance and terminate

one

year following issuance. The

June

2016

Series D Warrants only become exercisable ratably upon the exercise of the

June

2016

Series C Warrants, are initially exercisable

six

months following issuance, and terminate

five

and

one

-half years following issuance. The

June

2016

Warrants have an exercise price of

$1.40

per share and are exercisable to purchase an aggregate of

8,823,528

shares of common stock. Subject to limited exceptions, a holder of a

June

2016

Warrant will not have the right to exercise any portion of its warrants if the holder, together with its affiliates, would beneficially own in excess of

4.99%

of the number of shares of common stock outstanding immediately after giving effect to such exercise (the “Beneficial Ownership Limitation”); provided, however, that upon

days’ prior notice to the Company, the holder

may

increase or decrease the Beneficial Ownership Limitation, provided that in no event shall the Beneficial Ownership Limitation exceed

9.99%.

The

June

2016

Warrants and the shares of our common stock issuable upon the exercise of the

June

2016

Warrants are not being registered under the Securities Act of

1933,

as amended (the “Securities Act”), are not being offered pursuant to the

2015

Shelf Registration Statement and are being offered pursuant to the exemption provided in Section

4(a)(2)

under the Securities Act and Rule

506(b)

promulgated thereunder. On

October

31,

2016

we filed a registration statement on Form S-

to provide for the resale of the shares of common stock issuable upon the exercise of the

June

2016

Warrants and will be obligated to use our commercially reasonable efforts to keep such registration statement effective until the earliest of (i) the date on which all of the shares of commons stock issuable upon the exercise of the

June

2016

Warrants have been sold under the registration statement or Rule

144

under the Securities Act, (ii) the date on which the shares of common stock issuable upon the exercise of the

June

2016

Warrants

may

be sold without volume or manner-of-sale restrictions pursuant to Rule

144

under the Securities Act and (iii) the termination of the

June

2016

Warrants.

Under the

June

2016

Purchase Agreement, the Company was prohibited, for a period of

six

months after the closing, from effecting or entering into an agreement to issue common stock or any other securities that are at any time convertible into, or exercisable or exchangeable for, or otherwise entitle the holder thereof to receive, common stock to the extent such issuance or sale involves certain variable conversion, exercise or exchange prices or such agreement provides for sale of securities at a price to be determined in the future.

December

2016

Common Stock Offering

December

20,

2016,

Company, entered into a securities purchase agreement (the

December

2016

Purchase Agreement) with several investors, pursuant to which the Company sold, in a registered direct offering (the

December

2016

Offering), an aggregate of

5,142,843

shares of common stock of the Company at an offering price of

$0.35

per share for gross proceeds of approximately

$1.8

million before the deduction of the placement agent fee and offering expenses. The shares were offered by the Company pursuant to the

2015

Shelf Registration Statement.

In a concurrent private placement (the

December

2016

Private Placement), the Company agreed to issue to the investors warrants, each to purchase

one

share of common stock (the

December

2016

Warrants). The

December

2016

Warrants are initially exercisable

six

months following issuance, and terminate

five

and

one

-half years following issuance. The

December

2016

Warrants have an exercise price of

$0.46

per share and are exercisable to purchase an aggregate of

5,142,843

shares of common stock. Subject to limited exceptions, a holder of a

December

2016

Warrant will not have the right to exercise any portion of its warrants if the holder, together with its affiliates, would beneficially own in excess of

9.99%

of the Beneficial Ownership Limitation; provided, however, that upon

days’ prior notice to the Company, the holder

may

increase or decrease the Beneficial Ownership Limitation, provided that in no event shall the Beneficial Ownership Limitation exceed

9.99%.

The

December

2016

Warrants and the shares of our common stock issuable upon the exercise of the

December

2016

Warrants are not being registered the Securities Act, are not being offered pursuant to the

2015

Shelf Registration Statement and are being offered pursuant to the exemption provided in Section

4(a)(2)

under the Securities Act and Rule

506(b)

promulgated thereunder. We are required to file a registration statement on Form S-

to provide for the resale of the shares of common stock issuable upon the exercise of the

December

2016

December

2016

Warrants have been sold under the registration statement or Rule

144

under the Securities Act, (ii) the date on which the shares of common stock issuable upon the exercise of the

December

2016

Warrants

may

be sold without volume or manner-of-sale restrictions pursuant to Rule

144

under the Securities Act and (iii) the termination of the

December

2016

Warrants.

Under the

December

2016

Purchase Agreement, the Company was prohibited, for a period of

three

May

2015

Common Stock Offering

May

27,

2015,

the Company entered into a Securities Purchase Agreement with certain investors, pursuant to which the Company sold and issued on

June

2015,

in a registered direct offering (the

May

2015

Offering), an aggregate of

3,000,000

shares of common stock at an offering price of

$2.675

per share for gross proceeds of

$8.0

million before the deduction of the placement agent fee and offering expenses. The Shares were offered by the Company pursuant to a registration statement on Form S-

(File No.

333

183286),

which was initially filed with the SEC on

August

13,

2012,

as amended on

August

20,

2012,

and was declared effective by the SEC on

September

14,

2012

(the Shelf Registration Statement).

In a concurrent private placement closed on

June

2015,

the Company issued to the investors in the

May

2015

Offering certain warrants (the

May

2015

Warrants) at an exercise price of

$2.60

per share. The

May

2015

Warrants are exercisable to purchase

0.65

share of common stock for each share of common stock purchased in the

May

2015

Offering for an aggregate of

1,950,000

shares of common stock. Each

May

2015

Warrant will be exercisable on the date of its issuance until the

five

-year anniversary of the date of issuance. On

July

10,

2015,

the Company filed a registration statement for the resale of any shares of common stock issuable upon the exercise of the

May

2015

Warrants on Form S-

(File No.

333

205608)

which was declared effective by the SEC on

July

30,

2015.

Under this purchase agreement, the Company was prohibited, for the period from the date of closing and ending

September

2015,

from effecting or entering into an agreement to issue common stock or, for a period of

five

months after the closing, any other securities that are at any time convertible into, or exercisable or exchangeable for, or otherwise entitle the holder thereof to receive, common stock to the extent such issuance or sale involves certain variable conversion, exercise or exchange prices or such agreement provides for sale of securities at a price to be determined in the future.

January

2014

Common Stock Offering

January

15,

2014,

the Company entered into a Securities Purchase Agreement with certain institutional investors, pursuant to which the Company sold, in a registered offering, an aggregate of

3,603,604

shares of its common stock, par value

$0.01

per share, and warrants to purchase up to

1,801,802

shares of common stock, for an aggregate purchase price of approximately

$15

million (the

January

2014

Common Stock Offering). The shares of common stock and warrants were sold in units, with each unit consisting of

one

share of common stock, a Series A warrant to purchase

0.25

share of common stock and a Series B warrant to purchase

0.25

share of common stock. Each unit was sold at a purchase price of

$4.1625.

Each Series A warrant will be exercisable at any time on or after its issuance date and until the

five

-year anniversary of the issuance date. Each Series B warrant will be exercisable at any time on or after its issuance date and until the

one

-year anniversary of the issuance date. The Series B warrants expired in

January

2015.

Each warrant has an exercise price of

$4.10

per share. Under the purchase agreement, the Company was prohibited, for a period of

nine

Shares issued in acquisition of EGEN, Inc.

The Company issued

2,712,188

shares of its common stock to the stockholders of EGEN, Inc. to acquire certain assets of EGEN. The shares of Celsion’s common stock were issued in a private transaction exempt from registration under the Securities Act of

1933,

as amended (the Securities Act), pursuant to Section

4(2)

thereof. In addition,

670,070

shares of Celsion common stock are issuable to EGEN stockholders pending satisfactory resolution of any post-closing adjustments of expenses and EGEN’s indemnification obligations under the EGEN Purchase Agreement (Holdback Shares). The common stock issued and issuable to EGEN pursuant to the Asset Purchase Agreement were filed pursuant to Rule

415

under the Securities Act of

1933,

as amended, on the Prospectus for Registration Statement No.

333

198786

and was declared effective on

September

30,

2014.

Controlled Equity Offering

February

2013,

the Company entered into a Controlled Equity Offering

Sales Agreement (the “ATM Agreement”) with Cantor Fitzgerald & Co., as sales agent (“Cantor”), pursuant to which Celsion

may

offer and sell, from time to time, through Cantor, shares of our common stock having an aggregate offering price of up to

$25.0

million (the “ATM Shares”) pursuant to the Company’s previously filed and effective Registration Statement on Form S-

Under the ATM Agreement, Cantor

may

sell ATM Shares by any method deemed to be an “at-the-market” offering as defined in Rule

415

promulgated under the Securities Act of

1933,

as amended, including sales made directly on The NASDAQ Capital Market, on any other existing trading market for the our common stock or to or through a market maker. From

February

2013

through

December

31,

2016,

the Company sold and issued an aggregate of

1,479,535

shares of common stock under the ATM Agreement, receiving approximately

$7.6

million in gross proceeds.

The Company is not obligated to sell any ATM Shares under the ATM Agreement. Subject to the terms and conditions of the ATM Agreement, Cantor will use commercially reasonable efforts, consistent with its normal trading and sales practices and applicable state and federal law, rules and regulations and the rules of The NASDAQ Capital Market, to sell ATM Shares from time to time based upon the Company’s instructions, including any price, time or size limits or other customary parameters or conditions the Company

may

impose. In addition, pursuant to the terms and conditions of the ATM Agreement and subject to the instructions of the Company, Cantor

may

sell ATM Shares by any other method permitted by law, including in privately negotiated transactions.

The ATM Agreement will terminate upon the earlier of (i) the sale of ATM Shares under the ATM Agreement having an aggregate offering price of

$25

million and (ii) the termination of the ATM Agreement by Cantor or the Company. The ATM Agreement

may

be terminated by Cantor or the Company at any time upon

days' notice to the other party, or by Cantor at any time in certain circumstances, including the occurrence of a material adverse change in the Company. The Company pays Cantor a commission of

3.0%

of the aggregate gross proceeds from each sale of ATM Shares and has agreed to provide Cantor with customary indemnification and contribution rights. The Company also reimbursed Cantor for legal fees and disbursements of

$50,000

in connection with entering into the ATM Agreement. In connection with the

January

2014

common stock offering, the Company agreed to not sell any ATM Shares until

June

23,

2017.

October

2015,

we filed a prospectus supplement to the base prospectus that forms a part of the

2015

Shelf Registration Statement, pursuant to which we

may

offer and sell up to

$7,500,000

of shares of common stock from time to time under the ATM Agreement.

The Company currently has approximately

$17.4

million remaining under the ATM Agreement.