13G Filing: Intracoastal Capital, Llc and Celsion Corp (NASDAQ:CLSN)

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

SCHEDULE
13G

Under
the Securities Exchange Act of 1934

(Amendment
No.      )*

Celsion Corporation

(Name
of Issuer)

Common
Stock, $0.01 par value per share

(Title
of Class of Securities)

15117N404

(CUSIP
Number)

 

April
25, 2017

(Date
of Event Which Requires Filing of this Statement)

 

Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:

a.       ☐
Rule 13d-1(b)

b.       ☒
Rule 13d-1(c)

c.       ☐
Rule 13d-1(d)

 

* 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 the disclosures provided
in a prior cover page.

The
information required in 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).

 

 

 

CUSIP
No.      15117N404

1.	Names of Reporting Persons.
	Mitchell P. Kopin
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) ☐
	(b) ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization
	United States of America

	5.	Sole Voting Power
Number of		0
Shares Beneficially	6.	Shared Voting Power
Owned by Each		3,059,007
Reporting	7.	Sole Dispositive Power
Person With:		0
	8.	Shared Dispositive Power
		3,059,007

9.	Aggregate Amount Beneficially Owned by Each Reporting Person
	3,059,007 (see Item 4)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
	☐
11.	Percent of Class Represented by Amount in Row (9)
	5.2% (see Item 4)
12.	Type of Reporting Person (See Instructions)
	IN; HC

CUSIP
No.      15117N404

 

1.	Names of Reporting Persons.
	Daniel B. Asher
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) ☐
	(b) ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization
	United States of America

	5.	Sole Voting Power
Number of		0
Shares Beneficially	6.	Shared Voting Power
Owned by Each		3,059,007
Reporting	7.	Sole Dispositive Power
Person With:		0
	8.	Shared Dispositive Power
		3,059,007

9.	Aggregate Amount Beneficially Owned by Each Reporting Person
	3,059,007 (see Item 4)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
	☐
11.	Percent of Class Represented by Amount in Row (9)
	5.2% (see Item 4)
12.	Type of Reporting Person (See Instructions)
	IN; HC

 

 

CUSIP
No.      15117N404

1.	Names of Reporting Persons.
	Intracoastal Capital LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) ☐
	(b) ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization
	United States of America

	5.	Sole Voting Power
Number of		0
Shares Beneficially	6.	Shared Voting Power
Owned by Each		3,059,007
Reporting	7.	Sole Dispositive Power
Person With:		0
	8.	Shared Dispositive Power
		3,059,007

9.	Aggregate Amount Beneficially Owned by Each Reporting Person
	3,059,007 (see Item 4)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
	☐
11.	Percent of Class Represented by Amount in Row (9)
	5.2% (see Item 4)
12.	Type of Reporting Person (See Instructions)
	OO

Item 1.

(a) Name of Issuer

Celsion Corporation (the
“Issuer”)

 

(b) Address of Issuer’s Principal Executive
Offices

997 Lenox Drive, Suite 100

Lawrenceville, New Jersey 08648-2311

Item 2.

(a) Name of Person Filing

(b) Address of Principal Business Office or, if none, Residence

(c) Citizenship

This Schedule 13G is being filed on behalf
of (i) Mitchell P. Kopin, an individual who is a citizen of the United States of America (“Mr. Kopin”), (ii)
Daniel B. Asher, an individual who is a citizen of the United States of America (“Mr. Asher”) and (iii) Intracoastal
Capital LLC, a Delaware limited liability company (“Intracoastal” and together with Mr. Kopin and Mr. Asher,
collectively the “Reporting Persons”).

The Reporting Persons have entered into a Joint
Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1, pursuant to which the Reporting Persons
have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act
of 1934, as amended.

The principal business office of Mr. Kopin
and Intracoastal is 245 Palm Trail, Delray Beach, Florida 33483.

The principal business office of Mr. Asher
is 111 W. Jackson Boulevard, Suite 2000, Chicago, Illinois 60604.

(d) Title of Class of Securities

Common stock, $0.01 par value per share,
of the Issuer (the “Common Stock”).

(e) CUSIP Number

15117N404

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Item 4.

Ownership.

(a) and (b):

(i)       As
of close of business on April 27, 2017, each of the Reporting Persons may be deemed to have
beneficial ownership of 3,059,007 shares of Common Stock, which consists of (i) 1,630,435 shares
of Common Stock issuable upon exercise of a warrant held by Intracoastal (“Intracoastal Warrant 1”), and
(ii) 1,428,572 shares of Common Stock issuable upon exercise of a second warrant held
by Intracoastal (“Intracoastal Warrant 2”), and all such shares of Common Stock in the
aggregate represent beneficial ownership of approximately 5.2% of the Common Stock, based
on (1) 55,466,492 shares of Common Stock outstanding as of March 31, 2017 as reported by the Issuer,
plus (2) 1,630,435 shares of Common Stock issuable upon exercise of Intracoastal
Warrant 1, and (3) 1,428,572 shares of Common Stock issuable upon exercise of
the Intracoastal Warrant 2. The foregoing excludes 497,768 shares of Common Stock in the aggregate issuable upon exercise of
other warrants held by Intracoastal (the “Other Intracoastal Warrants”) because each of the Other
Intracoastal Warrants contains a blocker provision under which the holder thereof does not have the right to exercise such
Other Intracoastal Warrant to the extent that such exercise would result in beneficial ownership by the holder thereof,
together with any persons whose beneficial ownership of the Common Stock would or could be aggregated with
such holder’s for purposes of Section 13(d) of the Securities Exchange Act of 1934, of more than 4.99% of the Common
Stock. Without such blocker provisions, each of the Reporting Persons may have been deemed to have beneficial ownership of
3,556,775 shares of Common Stock.

(c)

Number of shares as to which
each Reporting Person has:

(1) Sole power to vote or to direct the vote:   0       .

(2) Shared power to vote or to direct the vote:     3,059,007
.

(3) Sole power to dispose or to direct the disposition of
0         .

(4) Shared power to dispose or to direct the disposition of
  3,059,007        .

Item 5.

Ownership of Five Percent or Less of a Class

Not applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Not applicable.

Item 8.

Identification and Classification of Members of the Group

Not applicable.

Item 9.

Notice of Dissolution of Group

Not applicable.

Item 10.

Certification

By signing below I certify that,
to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of
or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection
with a nomination under §240.14a-11.

 

 

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.

  

Date: April 27, 2017	/s/ Mitchell P. Kopin
	Mitchell P. Kopin
	/s/ Daniel B. Asher
	Daniel B. Asher
	Intracoastal Capital LLC
	By:	/s/ Mitchell P. Kopin
		Mitchell P. Kopin, Manager

 

 

Exhibit
1

 

JOINT
FILING AGREEMENT

 

The undersigned acknowledge and
agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent
amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing
additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments,
and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible
for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason
to believe that such information is inaccurate.

 

Date: April 27, 2017	/s/ Mitchell P. Kopin
	Mitchell P. Kopin
	/s/ Daniel B. Asher
	Daniel B. Asher
	Intracoastal Capital LLC
	By:	/s/ Mitchell P. Kopin
		Mitchell P. Kopin, Manager

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