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Note 1 - Summary of Significant Accounting Policies
12 Months Ended
Dec. 31, 2016
Notes to Financial Statements  
Significant Accounting Policies [Text Block]
1.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Description of Business
 
Celsion Corporation, a Delaware corporation based in Lawrenceville, New Jersey, and its wholly owned subsidiary, CLSN Laboratories, Inc., also a Delaware corporation, referred to herein as “Celsion”, “we”, or “the Company,” as the context requires, is a fully-integrated, development stage
oncology drug company focused on developing a portfolio of innovative cancer treatments, including directed chemotherapies, immunotherapies and RNA- or DNA-based therapies. Our lead program is ThermoDox®, a proprietary heat-activated liposomal encapsulation of doxorubicin, currently in Phase III development for the treatment of primary liver cancer. Our pipeline also includes GEN-
1,
a DNA-based immunotherapy for the localized treatment of ovarian and brain cancers. We have
three
platform technologies for the development of treatments for those suffering with difficult-to-treat forms of cancer, novel nucleic acid-based immunotherapies and other anti-cancer DNA or RNA therapies, including TheraPlas and TheraSilence. We are working to develop and commercialize more efficient, effective and targeted oncology therapies based on our technologies, with the goal to develop novel therapeutics that maximize efficacy while minimizing side-effects common to cancer treatments.
 
Basis of Presentation
 
The accompanying consolidated financial statements of Celsion have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States and include the accounts of the Company and CLSN Laboratories, Inc.  All intercompany balances and transactions have been eliminated. The preparation of financial statements in conformity with GAAP requires management to make judgments, estimates, and assumptions that affect the amount reported in the Company’s financial statements and accompanying notes.  Actual results could differ materially from these estimates.
 
Events and conditions arising subsequent to the most recent balance sheet date through the date of the issuance of these consolidated financial statements have been evaluated for their possible impact on the financial statements and accompanying notes.   No events and conditions would give rise to any information that required accounting recognition or disclosure in the financial statements other than those arising in the ordinary course of business.
  
Revenue Recognition
 
At the inception of each collaborative agreement that includes milestone payments, the Company evaluates whether each milestone is substantive on the basis of the contingent nature of the milestone, specifically reviewing factors such as the scientific and other risks that must be overcome to achieve the milestone, as well as the level of effort and investment required. Milestones that are not considered substantive and that do not meet the separation criteria are accounted for as license payments and recognized on a straight-line basis over the remaining period of performance. Payments received or reasonably assured after performance obligations are met completely are recognized as earned.
 
Cash and Cash Equivalents
 
Cash and cash equivalents include cash on hand and investments purchased with an original maturity of
three
months or less. A portion of these funds are not covered by FDIC insurance.
 
Fair Value of Investment Securities
 
The carrying values of investment securities approximate their respective fair values.
 
Short Term Investments
 
The Company classifies its investments in marketable securities with readily determinable fair values as investments available-for-sale in accordance with Accounting Standards Codification (ASC) 
320,
Investments - Debt and Equity Securities
. Available-for-sale securities consist of debt and equity securities not classified as trading securities or as securities to be held to maturity. The Company has classified all of its investments as available-for-sale. Unrealized holding gains and losses on available-for-sale securities are reported as a net amount in accumulated other comprehensive gain or loss in stockholders’ equity until realized. Gains and losses on the sale of available-for-sale securities are determined using the specific identification method.  The Company’s short term investments consist of corporate bonds and government agency bonds.
  
Property and Equipment
 
Property and equipment is stated at cost less accumulated depreciation and amortization. Depreciation is provided over the estimated useful lives of the related assets, ranging from
three
to
seven
years, using the straight-line method. Amortization is recognized over the lesser of the life of the asset or the lease term. Major renewals and improvements are capitalized at cost and ordinary repairs and maintenance are charged against operating expenses as incurred. Depreciation expense was approximately
$455,000
and
$425,000
for the years ended
December
 
31,
2016
and
2015,
respectively.
 
The Company reviews property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset
may
not be recoverable. An asset is considered impaired if its carrying amount exceeds the future net undiscounted cash flows that the asset is expected to generate. If such asset is considered to be impaired, the impairment recognized is the amount by which the carrying amount of the asset, if any, exceeds its fair value determined using a discounted cash flow model.
 
Deposits
 
Deposits include real property security deposits and other deposits which are contractually required and of a long-term nature.
 
In-Process Research and Development, Other Intangible Assets and Goodwill
 
During
2014,
the Company acquired certain assets of EGEN, Inc. As more fully described in Note
5,
the acquisition was accounted for under the acquisition method of accounting which required the Company to perform an allocation of the purchase price to the assets acquired and liabilities assumed. Under the acquisition method of accounting, the total purchase price is allocated to net tangible and intangible assets and liabilities based on their estimated fair values as of the acquisition date.
 
Patent Licenses
 
The Company has purchased several licenses for rights to patented technologies. Patent license costs of
$75,000
have been capitalized and are amortized on a straight-line basis over the estimated life of the related patent. As of
December
31,
2016
and
2015,
the total accumulated amortization expense is
$75,000
and
$69,375,
respectively. The weighted-average amortization period for these assets is
10
years.
 
Comprehensive Income (Loss)
 
ASC
220,
Comprehensive Income
, establishes standards for the reporting and display of comprehensive income (loss) and its components in the Company’s consolidated financial statements. The objective of ASC
220
is to report a measure (comprehensive income (loss)) of all changes in equity of an enterprise that result from transactions and other economic events in a period other than transactions with owners.
 
Research and Development
 
Research and development costs are expensed as incurred. Equipment and facilities acquired for research and development activities that have alternative future uses are capitalized and charged to expense over their estimated useful lives.
 
Net Loss Per Common Share
 
Basic and diluted net loss per common share was computed by dividing net loss for the year by the weighted average number of shares of common stock outstanding, both basic and diluted, during each period. The impact of common stock equivalents has been excluded from the computation of diluted weighted average common shares outstanding in periods where there is a net loss, as their effect is anti-dilutive.
 
For the year ended
December
31,
2016,
the total number of shares of common stock issuable upon exercise of warrants and equity awards was
23,831,883.
The Pre-funded Series B Warrants (as more fully described in Note
10
of these financial statements) are convertible into shares of the Company’s common stock totaling
1,850,000
are considered issued in calculating basic loss per share. For the year ended
December
31,
2016,
diluted loss per common share was the same as basic loss per common share as the other
21,984,210
warrants and equity awards that were convertible into shares of the Company’s common stock were excluded from the calculation of diluted earnings per common share as their effect would have been anti-dilutive.
 
For the year ended
December
31,
2015,
the total number of shares of common stock issuable upon exercise of warrants and equity awards was
8,116,015.
For the year ended
December
31,
2015,
diluted loss per common share was the same as basic loss per common share as all options and all warrants that were convertible into shares of the Company’s common stock were excluded from the calculation of diluted earnings attributable to common stockholders per common share as their effect would have been anti-dilutive.
 
Income Taxes
 
Income taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax asset and liabilities of a change in tax rates is recognized in results of operations in the period that the tax rate change occurs. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. In accordance with ASC
740,
Income Taxes,
a tax position is recognized as a benefit only if it is “more likely than not” that the tax position taken would be sustained in a tax examination, presuming that a tax examination will occur. The Company recognizes interest and/or penalties related to income tax matters in the income tax expense category.  
  
Stock-Based Compensation
 
Compensation costs for all stock-based awards are measured at fair value on the date of the grant and recognized over the service period for awards expected to vest.  The estimation of stock-based awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from the current estimates, such amounts will be recorded as cumulative adjustments in the period estimates are revised.   We consider many factors when estimating expected forfeitures, including types of awards, employee class, and historical experience.  
 
Reclassifications
 
Certain reclassifications have been made to prior year financial statements to conform to classifications used in the current year. These classifications had no impact on net loss, stockholders’ equity or cash flows as previously reported.
 
 
Recent Accounting Pronouncements
 
From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) and are adopted by us as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued accounting pronouncements will not have a material impact on the Company’s consolidated financial position, results of operations, and cash flows, or do not apply to our operations.
 
In
May
2014,
the FASB issued Accounting Standards Update No.
2014
-
09
“Revenue from Contracts with Customers (Topic
606),”
which supersedes all existing revenue recognition requirements, including most industry-specific guidance.
. The new standard requires a company to recognize revenue when it transfers goods or services to customers in an amount that reflects the consideration that the company expects to receive for those goods or services. ASU
2014
-
09
was originally going to be effective on
January
 
1,
2017;
however, the FASB issued ASU
2015
-
14,
“Revenue from Contracts with Customers (Topic
606)
— Deferral of the Effective Date,” which deferred the effective date of ASU
2014
-
09
by
one
year to
January
 
1,
2018.
In
March
 
2016,
the FASB issued ASU No.
2016
-
8,
“Revenue from Contracts with Customers (Topic
606):
Principal versus Agent Considerations. The amendments in this ASU do not change the core principle of ASU No.
2014
-
09
but the amendments clarify the implementation guidance on reporting revenue gross versus net. The effective date for the amendments in this ASU is the same as the effective date of ASU No.
2014
-
09.
In
April
 
2016,
the FASB issued ASU No.
2016
-
10,
“Revenue from Contracts with Customers (Identifying Performance Obligations and Licensing),” to clarify the implementation guidance on identifying performance obligations and licensing. The standard allows for either “full retrospective” adoption, meaning the standard is applied to all of the periods presented, or “modified retrospective” adoption, meaning the standard is applied only to the most current period presented in the financial statements. The Company is currently evaluating the impact of adopting these standards and at this point, nothing has come to the Company’s attention that would indicate the adoption of these standards will have a material impact on the Company’s consolidated financial statements, however the adoption of these standards
may
have a material impact on the Company’s disclosures.
 
In
August
2014,
the FASB issued
ASU No.
2014
-
15,
Presentation of Financial Statements – Going Concern
. This ASU requires entities to evaluate for each annual and interim reporting period, whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within
one
year after the date that the financial statements are issued (or within
one
year after the date that the financial statements are available to be issued when applicable.) The ASU was effective for annual reporting periods after
December
15,
2016.
The adoption of this ASU did not have a material effect on the Company’s consolidated financial statements.
 
 
In
April
2015,
the FASB issued Accounting Standards Update No.
2015
-
03
Interest – Imputation of Interest (ASU Subtopic
835
-
30).
The new standard requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. ASU Subtopic
835
-
30
became effective for the Company beginning
January
1,
2016
and was applied retrospectively. This adoption resulted in the reclassification of unamortized deferred financing fees related to the Company’s notes payable from other assets totaling
$3,517
and
$26,131
as of
December
31,
2016
and
December
31,
2015,
respectively.
 
 
In
January
2016,
the FASB issued Accounting Standards Update No.
2016
-
01,
Recognition and Measurement of Financial Assets and Financial Liabilities, which requires that most equity investments be measured at fair value, with subsequent changes in fair value recognized in net income (other than those accounted for under the equity method of accounting). This guidance is effective for fiscal years, and interim periods within those years, beginning after
December
15,
2017.
The Company is currently assessing the impact of the adoption of this guidance on its consolidated financial statements and disclosures.  
 
In
February
2016,
the FASB issued Accounting Standards Update No.
2016
-
02,
Leases (Topic
842),
which requires that lessees recognize assets and liabilities for leases with lease terms greater than
twelve
months in the statement of financial position. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. This update also requires improved disclosures to help users of financial statements better understand the amount, timing and uncertainty of cash flows arising from leases. The update is effective for fiscal years beginning after
December
15,
2018,
including interim reporting periods within that reporting period. Early adoption is permitted. The Company is currently evaluating the impact the adoption of this guidance will have on its consolidated financial statements and disclosures.
 
In
March
2016,
the FASB issued Accounting Standards Update No
2016
-
09,
Compensation – Stock Compensation (Topic
718).
The new standard simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. The new standard is effective for public companies for annual reporting periods beginning after
December
15,
2016,
including interim periods within those annual reporting periods; however, early adoption is allowed. The Company is currently evaluating the impact of the pending adoption of the new standard on the Company’s consolidated financial statements.