0001513162-21-000015.txt : 20210125 0001513162-21-000015.hdr.sgml : 20210125 20210125130354 ACCESSION NUMBER: 0001513162-21-000015 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20210125 DATE AS OF CHANGE: 20210125 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Celsion CORP CENTRAL INDEX KEY: 0000749647 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 521256615 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-37826 FILM NUMBER: 21549077 BUSINESS ADDRESS: STREET 1: 997 LENOX DRIVE STREET 2: SUITE 100 CITY: LAWRENCEVILLE STATE: NJ ZIP: 08648 BUSINESS PHONE: (609) 896-9100 MAIL ADDRESS: STREET 1: 997 LENOX DRIVE STREET 2: SUITE 100 CITY: LAWRENCEVILLE STATE: NJ ZIP: 08648 FORMER COMPANY: FORMER CONFORMED NAME: CELSION CORP DATE OF NAME CHANGE: 19980515 FORMER COMPANY: FORMER CONFORMED NAME: CHEUNG LABORATORIES INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FiveMore Fund Ltd CENTRAL INDEX KEY: 0001534319 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O M&C CORP. SERVICES, P.O. BOX 309 GT STREET 2: UGLAND HOUSE, SOUTH CHURGE STREET CITY: GEORGE TOWN, GRAND CAYMAN STATE: E9 ZIP: 309 GT BUSINESS PHONE: 13457492552 MAIL ADDRESS: STREET 1: C/O M&C CORP. SERVICES, P.O. BOX 309 GT STREET 2: UGLAND HOUSE, SOUTH CHURGE STREET CITY: GEORGE TOWN, GRAND CAYMAN STATE: E9 ZIP: 309 GT SC 13D 1 sc_13d.htm SCHEDULE 13D Schedule 13D

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

CELSION CORP

(Name of Issuer)

Common Shares

(Title of Class of Securities)

15117N503

(CUSIP Number)

FiveMore Special Situations Fund Ltd
C/O M&C Corporate Services, P.O Box 309 GT, Ugland House, South Churge Street,
George Town, Grand Cayman, Cayman Islands 309 GT
+1 345 749 2552

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

January 22, 2021

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

1

 

CUSIP No. 15117N503

 

13D

 

Page 2 of 6 Pages

 

 

 

 

1.

 

NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

FiveMore Special Situations Fund Ltd

 

 

2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    ¨
(b)    ¨

 

 

3.

 

SEC USE ONLY
 

 

 

4.

 

SOURCE OF FUNDS (see instructions)
 
WC

 

 

5.

 

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ¨

 

 

6.

 

CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands

 

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

 

7.

 

SOLE VOTING POWER
 
00,000

 

8.

 

SHARED VOTING POWER
 
2,750,000

 

9.

 

SOLE DISPOSITIVE POWER
 
00,000

 

10.

 

SHARED DISPOSITIVE POWER
 
2,750,000

 

11.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,750,000

 

 

12.

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)    ¨

 

 

13.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.34%

 

 

14.

 

TYPE OF REPORTING PERSON (see instructions)

OO

 

 

 

2

 

CUSIP No. 15117N503

 

13D

 

Page 3 of 6 Pages

 

 

 

 

1.

 

NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

FiveT Capital AG

 

 

2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    ¨
(b)    ¨

 

 

3.

 

SEC USE ONLY
 

 

 

4.

 

SOURCE OF FUNDS (see instructions)
 
OO

 

 

5.

 

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ¨

 

 

6.

 

CITIZENSHIP OR PLACE OF ORGANIZATION
 
Switzerland

 

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

 

7.

 

SOLE VOTING POWER
 
00,000

 

8.

 

SHARED VOTING POWER
 
2,750,000

 

9.

 

SOLE DISPOSITIVE POWER
 
00,000

 

10.

 

SHARED DISPOSITIVE POWER
 
2,750,000

 

11.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,750,000

 

 

12.

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)    ¨

 

 

13.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.34%

 

 

14.

 

TYPE OF REPORTING PERSON (see instructions)

IA

 

 

 

3

 

CUSIP No.15117N503

 

13D

 

Page 4 of 6 Pages

 

 

 

 

Item 1.  Security and Issuer.

Cusip:

15117N503

Issuer:

Celsion Corp
997 Lenox Drive, Suite 100
Lawrenceville, NJ 08648
United States
 

Item 2.  Identity and Background.

Name of person filing:

FiveMore Special Situations Fund Ltd
FiveT Capital AG

Registered address or principle place of business:

FiveMore Special Situations Fund Ltd
C/O M&C Corporate Services, P.O Box 309 GT, Ugland House, South Churge Street,
George Town, Grand Cayman, Cayman Islands 309 GT

FiveT Capital AG
Allmendstrasse 140, 8041 Zurich, ZH, Switzerland

Item 5.  Interest in Securities of the Issuer.


As of the date of this Schedule 13D, the Reporting Persons acquired an aggregate of 5,555,555 shares of Common Stock, consisting of 5,555,555 shares held by the Fund (the “Shares”).  The Shares represent 8.77% of the Common Stock outstanding.  On the same date, the Reporting Persons sold an aggregate of 2,805,555 Shares.  As of the date of this Schedule 13D, the Reporting Persons beneficially own an aggregate of 2,750,000 shares of Common Stock. The Shares represent 4.34% of the Common Stock outstanding.


Item 7.  Material to Be Filed as Exhibits.

Schedule I

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CUSIP No. 15117N503

 

13D

 

Page 5 of 6 Pages

 

 

 

 

 

 

Schedule I

 

This Schedule sets forth information with respect to each purchase and sale of Shares which was effectuated by a Reporting Person in the last 60 days since the date of the event which requires filing of this Statement. 

Unless otherwise indicated, all transactions were effectuated in the open market through a broker.

 

Trade Date

Shares Purchased (Sold)

Price Per Share ($)

01/22/2021

5,555,555

1.35

01/22/2021

(2,805,555)

1.428

 

 

 

 

5

 

CUSIP No. 15117N503

 

13D

 

Page 6 of 6 Pages

 

 

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

FIVEMORE SPECIAL SITUATIONS FUND LTD

/s/ Wieland Kreuder

Authorized Person

January 24, 2020

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