Exhibit
4.5


 


DESCRIPTION
OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO 


SECTION
12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED


 


DESCRIPTION
OF CAPITAL STOCK


 


The
following summary of the general terms and provisions of the registered capital stock of Celsion Corporation (“Celsion”,
“we”, “our”) does not purport to be complete and is subject to, and qualified in its entirety by, reference
to our Amended and Restated Certificate of Incorporation (“certificate of incorporation”) our Amended and Restated
Bylaws (“bylaws”) each of which is incorporated by reference as an exhibit to our most recent Annual Report on Form
10-K filed with the Securities and Exchange Commission, and applicable provisions of the Delaware General Corporation Law (the
“DGCL”). Our common stock, par value $0.01 per share is registered pursuant to Section 12(b) of the Securities and
Exchange Act of 1934 and trades on the Nasdaq Capital Market under the symbol CLSN. The summaries below do not purport to be complete
statements of the relevant provisions of the certificate of incorporation, the bylaws or the DGCL.


 


Authorized
Capital Stock 


 


Our
authorized capital stock consists of 112,500,000 shares of common stock, par value $0.01 per share and 100,000 shares of preferred
stock, par value $0.01 per share, all of which preferred stock is undesignated.


 


Common
Stock 


 


Holders
of common stock to be registered hereunder are entitled to one vote for each share held of record on all matters submitted to
a vote of stockholders and do not have cumulative voting rights. Subject to any preferential rights of any outstanding preferred
stock, holders of common stock are entitled to receive ratably such dividends, if any, as may be declared from time to time by
our board of directors out of funds legally available therefor. In the event of a dissolution, liquidation or winding-up of the
Company, holders of common stock are entitled to share ratably in all assets remaining after payment of liabilities and any preferential
rights of any outstanding preferred stock.


 


Holders
of common stock have no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund
provisions applicable to our common stock. All outstanding shares of common stock are fully paid and non-assessable. The rights,
preferences and privileges of the holders of common stock are subject to, and may be adversely affected by, the rights of the
holders of shares of any series of preferred stock which may be designated and issued in the future.


 


Exchange
Listing 


 





The
exchange listing for our common stock is NASDAQ Capital Market located at 151
W. 42nd Street, New York City, NY, 10036. NASDAQ’s phone number is (212) 401-8700.


 


Transfer
Agent and Registrar 


 


The
transfer agent and registrar for our common stock is American Stock Transfer & Trust Company, LLC (AST), located at 6201
15th Avenue, Brooklyn, New York 11219. AST’s phone number is (800) 937-5449.







 




    	 



    	 



    

 


Preferred
Stock 


 


Undesignated
Preferred Stock 


 


Pursuant
to our certificate of incorporation, our board of directors has the authority, without further action by the stockholders (unless
such stockholder action is required by applicable law or NASDAQ rules), to designate and issue shares of preferred stock in one
or more series, to establish from time to time the number of shares to be included in each such series, to fix the designations,
powers (including voting), privileges, preferences and relative participating, optional or other rights, if any, of the shares
of each such series and the qualifications, limitations or restrictions thereof and to increase or decrease the number of shares
of any such series, but not below the number of shares of such series then outstanding.


 


We
will fix the designations, powers (including voting), privileges, preferences and relative participating, optional or other rights,
if any, of the preferred stock of each series, as well as the qualifications, limitations or restrictions thereof, in the certificate
of designation relating to that series. We will file as an exhibit to the registration statement of which this prospectus is a
part, or will incorporate by reference from reports that we file with the SEC, the form of any certificate of designation that
describes the terms of the series of preferred stock we are offering before the issuance of that series of preferred stock. This
description will include:


 


	 	●	the
    title and stated value;
	 	 	 
	 	●	the
    number of shares we are offering;
	 	 	 
	 	●	the
    liquidation preference per share;
	 	 	 
	 	●	the
    purchase price;
	 	 	 
	 	●	the
    dividend rate, period and payment date and method of calculation for dividends;
	 	 	 
	 	●	whether
    dividends will be cumulative or non-cumulative and, if cumulative, the date from which dividends will accumulate;
	 	 	 
	 	●	the
    procedures for any auction or remarketing, if any;
	 	 	 
	 	●	the
    provisions for a sinking fund, if any;
	 	 	 
	 	●	the
    provisions for redemption or repurchase, if applicable, and any restrictions on our ability to exercise those redemption and
    repurchase rights;
	 	 	 
	 	●	any
    listing of the preferred stock on any securities exchange or market;
	 	 	 
	 	●	whether
    the preferred stock will be convertible into or exchangeable for other securities and, if applicable, the conversion price,
    or how it will be calculated, and the conversion period;
	 	 	 
	 	●	voting
    rights, if any, of the preferred stock;
	 	 	 
	 	●	preemptive
    rights, if any;
	 	 	 
	 	●	restrictions
    on transfer, sale or other assignment, if any;
	 	 	 
	 	●	liability
    as to further calls or to assessment by the Company, if any;
	 	 	 
	 	●	a
    discussion of any material United States federal income tax considerations applicable to the preferred stock;
	 	 	 
	 	●	the
    relative ranking and preferences of the preferred stock as to dividend rights and rights if we liquidate, dissolve or wind
    up our affairs;
	 	 	 
	 	●	any
    limitations on the issuance of any class or series of preferred stock ranking senior to or on a parity with the series of
    preferred stock as to dividend rights and rights if we liquidate, dissolve or wind up our affairs; and
	 	 	 
	 	●	any
    other specific terms, preferences, rights or limitations of, or restrictions on, the preferred stock.


 




    	 



    	 



    

 


The
DGCL provides that the holders of preferred stock will have the right to vote separately as a class or, in some cases, as a series
on an amendment to our certificate of incorporation if the amendment would change the par value or, unless our certificate of
incorporation provides otherwise, the number of authorized shares of the class or the powers, preferences or special rights of
the class or series so as to adversely affect the class or series, as the case may be. This right is in addition to any voting
rights that may be provided in the applicable certificate of designation.


 


Our
board of directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect
the voting power or other rights of the holders of our common stock or other securities. Preferred stock could be issued quickly
with terms designed to delay or prevent a change in control of our company or make removal of management more difficult. Additionally,
the issuance of preferred stock may have the effect of decreasing the market price of our common stock.


 


Anti-Takeover
Considerations and Special Provisions of Our Certificate of Incorporation, Our Bylaws and the Delaware General Corporation Law


 


Certificate
of Incorporation and Bylaws


 


A
number of provisions of our certificate of incorporation and bylaws concern matters of corporate governance and the rights of
our stockholders. Provisions that grant our board of directors the ability to issue shares of preferred stock and to set the voting
rights, preferences and other terms thereof may discourage takeover attempts that are not first approved by our board of directors,
including takeovers that may be considered by some stockholders to be in their best interests, such as those attempts that might
result in a premium over the market price for the shares held by stockholders. Certain provisions could delay or impede the removal
of incumbent directors even if such removal would be beneficial to our stockholders, such as the classification of our board of
directors and the lack of cumulative voting.


 


Since
our board of directors has the power to retain and discharge our officers, these provisions could also make it more difficult
for existing stockholders or another party to effect a change in management.


 


These
provisions may have the effect of deterring hostile takeovers or delaying changes in our control or in our management. These provisions
are intended to enhance the likelihood of continued stability in the composition of our board of directors and in the policies
they implement and to discourage certain types of transactions that may involve an actual or threatened change of our control.
These provisions are designed to reduce our vulnerability to an unsolicited acquisition proposal. The provisions also are intended
to discourage certain tactics that may be used in proxy fights. However, such provisions could have the effect of discouraging
others from making tender offers for our shares and, as a consequence, they also may inhibit fluctuations in the market price
of our shares that could result from actual or rumored takeover attempts.


 


These
provisions also could discourage or make more difficult a merger, tender offer or proxy contest, even if they could be favorable
to the interests of stockholders, and could potentially depress the market price of our common stock. Our board of directors believes
that these provisions are appropriate to protect our interests and the interests of our stockholders.


 


Classification
of Board; No Cumulative Voting.


 


Our
certificate of incorporation and bylaws provide for our board of directors to be divided into three classes, with staggered three-year
terms. Only one class of directors is elected at each annual meeting of our stockholders, with the other classes continuing for
the remainder of their respective three-year terms. Because our stockholders do not have cumulative voting rights, our stockholders
representing a majority of the shares of common stock outstanding will be able to elect all of our directors due to be elected
at each annual meeting of our stockholders.


 




    	 



    	 



    

 


Meetings
of and Actions by Stockholders.


 


Our
bylaws provide that annual meetings of our stockholders may take place at the time and place designated by our board of directors.
A special meeting of our stockholders may be called at any time by our board of directors, the chairman of our board of directors
or the president. Our bylaws provide that (i) our board of directors can fix separate record dates for determining stockholders
entitled to receive notice of a stockholder meeting and for determining stockholders entitled to vote at the meeting; (ii) we
may hold a stockholder meeting by means of remote communications; (iii) any stockholder seeking to have the stockholders authorize
or take corporate action by written consent shall, by written notice to the secretary of the Company, request that the board fix
a record date and the board shall adopt a resolution fixing the record date in all events within ten calendar days after a request
is received; and (iv) a written consent of stockholders shall not be effective unless a written consent signed by a sufficient
number of stockholders to take such action is received by us within 60 calendar days of the earliest dated written consent received.


 


Advance
Notice Requirements for Stockholder Proposals and Director Nominations. 


 


Our
bylaws provide that stockholders seeking to bring business before an annual meeting of stockholders or to nominate candidates
for election as directors at an annual meeting of stockholders must provide timely notice in writing. To be timely, a stockholder’s
notice must be delivered to, or mailed and received by, the secretary of the Company at our principal executive offices not later
than the close of business on the 90th calendar day, nor earlier than the close of business on the 120th calendar day in advance
of the date specified in the Company’s proxy statement released to stockholders in connection with the previous year’s
annual meeting of stockholders. If the date of the annual meeting is more than 30 calendar days before or after such anniversary
date, notice by the stockholder to be timely must be so not earlier than the close of business on the 120th calendar day in advance
of such date of annual meeting and not later than the close of business on the later of the 90th calendar day in advance of such
date of annual meeting or the tenth calendar day following the date on which public announcement of the date of the meeting is
made. In no event shall the public announcement of an adjournment or postponement of an annual meeting commence a new time period
(or extend any time period) for the giving of an advance notice by any stockholder. Any stockholder that proposes director nominations
or other business must be a stockholder of record at the time the advance notice is delivered by such stockholder to us and entitled
to vote at the meeting. Our bylaws also specify requirements as to the form and content of a stockholder’s notice. These
provisions may preclude stockholders from bringing matters before an annual meeting of stockholders or from making nominations
for the election of directors at an annual meeting of stockholders. Unless otherwise required by law, any director nomination
or other business shall not be made or transacted if the stockholder (or a qualified representative of the stockholder) does not
appear at the meeting to present the director nominee or other proposed business.


 


Filling
of Board Vacancies.


 


Our
certificate of incorporation and bylaws provide that the authorized size of our board of directors shall be determined by the
board by board resolution from time to time and that our board of directors has the exclusive power to fill any vacancies and
newly created directorships resulting from any increase in the authorized number of directors and the stockholders do not have
the power to fill such vacancies. Vacancies in our board of directors and newly created directorships resulting from any increase
in the authorized number of directors on our board of directors may be filled by a majority of the directors remaining in office,
even though that number may be less than a quorum of our board of directors, or by a sole remaining director. A director so elected
to fill a vacancy shall serve for the remaining term of the predecessor he or she replaced and until his or her successor is elected
and has qualified, or until his or her earlier resignation, removal or death.


 


Amendment
of the Certificate of Incorporation.


 


Our
certificate of incorporation may be amended, altered, changed or repealed at a meeting of our stockholders entitled to vote thereon
by the affirmative vote of a majority of the outstanding stock entitled to vote thereon and a majority of the outstanding stock
of each class entitled to vote thereon as a class, in the manner prescribed by the DGCL.


 


Amendment
of the Bylaws.


 


Our
bylaws may be amended or repealed, or new bylaws may be adopted, by either our board of directors or the affirmative vote of at
least 66 2/3 percent of the voting power of our outstanding shares of capital stock.


 




    	 



    	 



    

 


Section
203 of the Delaware General Corporation Law


 


We
are subject to Section 203 of the DGCL, which prohibits a Delaware corporation from engaging in any business combination with
any interested stockholder for a period of three years after the date that such stockholder became an interested stockholder,
with the following exceptions:


 


	 	●	before
    such date, the board of directors of the corporation approved either the business combination or the transaction that resulted
    in the stockholder becoming an interested stockholder;
	 	 	 
	 	●	upon
    completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder
    owned at least 85 percent of the voting stock of the corporation outstanding at the time the transaction began, excluding
    for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder)
    those shares owned (i) by persons who are directors and also officers and (ii) pursuant to employee stock plans in which employee
    participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in
    a tender or exchange offer; and
	 	 	 
	 	●	on
    or after such date, the business combination is approved by the board of directors and authorized at an annual or special
    meeting of the stockholders, and not by written consent, by the affirmative vote of at least 66 2/3 percent of the outstanding
    voting stock that is not owned by the interested stockholder.


 


In
general, Section 203 defines a business combination to include the following:


 


	 	●	any
    merger or consolidation involving the corporation and the interested stockholder;
	 	 	 
	 	●	any
    sale, lease, transfer, pledge or other disposition of ten percent or more of the assets of the corporation to or with the
    interested stockholder;
	 	 	 
	 	●	subject
    to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation
    to the interested stockholder;
	 	 	 
	 	●	any
    transaction involving the corporation that has the effect of increasing the proportionate share of the stock or any class
    or series of the corporation beneficially owned by the interested stockholder; and
	 	 	 
	 	●	the
    receipt by the interested stockholder of the benefit of any loss, advances, guarantees, pledges or other financial benefits
    by or through the corporation.


 


In
general, Section 203 of the DGCL defines an “interested stockholder” as an entity or person who, together with the
entity’s or person’s affiliates and associates, beneficially owns, or is an affiliate of the corporation and within
three years prior to the time of determination of interested stockholder status did own, 15 percent or more of the outstanding
voting stock of the corporation.


 


A
Delaware corporation may “opt out” of these provisions with an express provision in its certificate of incorporation.
We have not opted out of these provisions, which may as a result, discourage or prevent mergers or other takeover or change of
control attempts of us.