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SEC Comment Letter for Imunon, Inc. (IMNN) (CIK 0000749647) (IMNN) — Nov 28, 2017

Imunon, Inc. (IMNN) (CIK 0000749647)
Date: Nov. 28, 2017 · CIK: 0000749647 · Accession: 0000000000-17-041672

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Reasoning

File numbers found in text: 333-221543

Date
November 28, 2017
Author
Michael H. Tardugno
Form
UPLOAD
Company
Imunon, Inc. (IMNN) (CIK 0000749647)

Letter

November 28, 2017 Michael H. Tardugno President and Chief Executive Officer Celsion Corporation 997 Lenox Drive, Suite 100 Lawrenceville, New Jersey 08648 Re:Celsion Corporation Amendment No. 1 to Registration Statement on Form S-1 Filed November 22, 2017 File No. 333-221543 Dear Mr. Tardugno: We have reviewed your amended registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this comment we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our November 20, 2017 letter. Amendment No. 1 to Registration Statement on Form S-1 Selling Stockholders, page 19 1.We note your revised disclosure in response to our prior comment 2. It is unclear why you have excluded the 82,193 shares from Anson Investments Master Fund's beneficial ownership prior to the offering. In addition, we note that the 82,193 shares are included for resale in the column entitled "Shares Underlying Warrants Offered Hereby" which appears to be incorrect. Please advise and revise accordingly.

FirstName LastNameMichael H. Tardugno Comapany NameCelsion Corporation June 16, 2017 Page 2 FirstName LastName Michael H. Tardugno Celsion Corporation November 28, 2017 Page 2 Please contact Irene Paik at 202-551-6553 or Erin Jaskot at 202-551-3442 with any questions. Division of Corporation Finance Office of Healthcare & Insurance cc: Sam Zucker - Sidley Austin LLP

Show Raw Text
November 28, 2017
Michael H. Tardugno
President and Chief Executive Officer
Celsion Corporation
997 Lenox Drive, Suite 100
Lawrenceville, New Jersey 08648
Re:Celsion Corporation
Amendment No. 1 to Registration Statement on Form S-1
Filed November 22, 2017
File No. 333-221543
Dear Mr. Tardugno:
            We have reviewed your amended registration statement and have the following
comment.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this comment we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our November 20, 2017 letter.
Amendment No. 1 to Registration Statement on Form S-1
Selling Stockholders, page 19
1.We note your revised disclosure in response to our prior comment 2.  It is unclear why
you have excluded the 82,193 shares from Anson Investments Master Fund's beneficial
ownership prior to the offering.  In addition, we note that the 82,193 shares are included
for resale in the column entitled "Shares Underlying Warrants Offered Hereby" which
appears to be incorrect.  Please advise and revise accordingly.

 FirstName LastNameMichael H.  Tardugno
 Comapany NameCelsion Corporation
 June 16, 2017 Page 2
 FirstName LastName
Michael H.  Tardugno
Celsion Corporation
November 28, 2017
Page 2
            Please contact Irene Paik at 202-551-6553 or Erin Jaskot at 202-551-3442 with any
questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Sam Zucker - Sidley Austin LLP