Legal & controls
Item 3 and Item 9A as filed · every verdict is the registrant’s own sentence, printed below it · a filing that fails an extraction gate reads “not extracted”
| Fiscal year | Filed | Item 3 | ICFR | disclosure controls | material weakness | Filing |
|---|---|---|---|---|---|---|
| 2025-12-31 | 2026-03-31 | none stated | effective | effective | none in Item 9A | EDGAR |
Item 3 · We are not currently a party to any material legal proceedings. Item 9A · ICFR · Based on its evaluation, management has concluded that the Company’s internal control over financial reporting is effective as of December 31, 2025. Item 9A · disclosure controls · Based on that evaluation, our principal executive officer and principal financial officer concluded that as of December 31, 2025, which is the end of the period covered by this Annual Report, our disclosure controls and procedures were effective. | ||||||
| 2024-12-31 | 2025-02-27 | none stated | effective | effective | none in Item 9A | EDGAR |
Item 3 · We are not currently a party to any material legal proceedings. Item 9A · ICFR · Based on its evaluation, management has concluded that the Company’s internal control over financial reporting is effective as of December 31, 2024. Item 9A · disclosure controls · Based on that evaluation, our principal executive officer and principal financial officer concluded that as of December 31, 2024, which is the end of the period covered by this Annual Report, our disclosure controls and procedures were effective. | ||||||
| 2023-12-31 | 2024-03-28 | described here | effective | effective | none in Item 9A | EDGAR |
Item 3 · On October 29, 2020, a putative securities class action was filed against the Company and certain of its officers and directors (the “Spar Individual Defendants”) in the U.S. District Court for the District of New Jersey, captioned Spar v. Celsion Corporation, et al., Case No. 1:20-cv-15228. The plaintiff alleged that the Company and Spar Individual Defendants made false and misleading statements regarding one of the Company’s drug candidates, ThermoDox®, and brought claims for damages under Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder against all defendants, and under Section 20(a) of the Exchange Act against the Spar Individual Defendants. On February 6, 2023, the U.S. District Court granted a Motion to Dismiss filed by the Company and Spar Individual Defendants and granted the plaintiff leave to file an amended complaint within 30 days. The plaintiff did not file an amended complaint within the 30-day deadline. In September 2023, the U.S. District Court issued an Order for Dismissal without prejudice. In February 2021, a derivative shareholder lawsuit was filed against the Company, as the nominal defendant, and certain of its directors and officers as… Item 9A · ICFR · Based on its evaluation, management has concluded that the Company’s internal control over financial reporting is effective as of December 31, 2023. Item 9A · disclosure controls · Based on that evaluation, our principal executive officer and principal financial officer concluded that as of December 31, 2023, which is the end of the period covered by this Annual Report, our disclosure controls and procedures were effective. | ||||||
| 2022-12-31 | 2023-03-30 | described here | effective | effective | none in Item 9A | EDGAR |
Item 3 · On October 29, 2020, a putative securities class action was filed against the Company and certain of its officers and directors (the “Spar Individual Defendants”) in the U.S. District Court for the District of New Jersey, captioned Spar v. Celsion Corporation, et al., Case No. 1:20-cv-15228. The plaintiff alleges that the Company and Individual Defendants made false and misleading statements regarding one of the Company’s drug candidates, ThermoDox®, and brings claims for damages under Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder against all Defendants, and under Section 20(a) of the Exchange Act of 1934 against the Individual Defendants. The Company believes that the case is without merit and intends to defend it vigorously. At this stage of the case neither the likelihood that a loss, if any, will be realized, nor an estimate of possible loss or range of loss, if any, can be determined. On February 6, 2023, the U.S. District Court granted a Motion to Dismiss filed by the Company and Spar Individual Defendants and granted Plaintiff leave to file an amended complaint within 30 days. Plaintiff did not file an amended complaint within the 30-day deadline. I… Item 9A · ICFR · Based on its evaluation, management has concluded that the Company’s internal control over financial reporting is effective as of December 31, 2022. Item 9A · disclosure controls · Based on that evaluation, our principal executive officer and principal financial officer concluded that as of December 31, 2022, which is the end of the period covered by this Annual Report, our disclosure controls and procedures are effective. | ||||||
| 2021-12-31 | 2022-03-31 | described here | effective | effective | none in Item 9A | EDGAR |
Item 3 · On October 29, 2020, a putative securities class action was filed against the Company and certain of its officers and directors (the “Spar Individual Defendants”) in the U.S. District Court for the District of New Jersey, captioned Spar v. Celsion Corporation, et al., Case No. 1:20-cv-15228. The plaintiff alleges that the Company and Individual Defendants made false and misleading statements regarding one of the Company’s product candidates, ThermoDox®, and brings claims for damages under Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder against all Defendants, and under Section 20(a) of the Exchange Act of 1934 against the Spar Individual Defendants. The Company believes that the case is without merit and intends to defend it vigorously. Due to the early stage of the case neither the likelihood that a loss, if any, will be realized, nor an estimate of possible loss or range of loss, if any, can be determined. In February 2021, a derivative shareholder lawsuit was filed against the Company, as the nominal defendant, and certain of its directors and officers as defendants in the U.S. District Court for the District of New Jersey, captioned Fidler v. Michael H.… Item 9A · ICFR · Based on its evaluation, management has concluded that the Company’s internal control over financial reporting is effective as of December 31, 2021. Item 9A · disclosure controls · Based on that evaluation, our principal executive officer and principal financial officer concluded that as of December 31, 2021, which is the end of the period covered by this Annual Report, our disclosure controls and procedures are effective. | ||||||
5 of 5 annual reports on record have their filing text cached on this host; the rest are listed with their EDGAR link and no extraction, because this surface never fetches from SEC on a page load.
- Item 3 and Item 9A are located in the filing HTML already cached on this host and read with the same line-anchored item matcher and largest-gap body disambiguation the filing-narrative pass uses for Item 1A and Item 7 — no fetch, no model, no summarization.
- A heading is accepted as a section only when it is not a table-of-contents row (a trailing page number), not a quoted reference in prose, and names its own section; the span must then clear a per-item length band and carry readable text after the heading. Anything that fails a gate is served as 'not extracted' with the reason — never as a default value.
- An effectiveness conclusion is read only from a sentence that names its own control set (disclosure controls and procedures, or internal control over financial reporting) and states an outcome. Conditional sentences — the standard limitations paragraph and forward-looking remediation language — are excluded, because they are hypotheses rather than conclusions.
- When a filing's own sentences disagree — an effective conclusion beside an unremediated material-weakness disclosure, or two conclusions of opposite sign — no verdict is asserted. A wrong 'controls were effective' reading is worse than no reading.
- Every verdict is shown beside the verbatim sentence it was read from. The excerpt is the filing's own words, capped at 1,200 characters; the filing itself is one link away.