Celsion Shareholder Conference Call - Final.

Original Source: FD (FAIR DISCLOSURE) WIRE

OPERATOR: Good day, everyone, and welcome to the Celsion Corporation shareholder conference call. This call is being recorded. At this time, I'd like to turn the call over to your host, Dr. Lawrence Olanoff. Please go head, sir.

DR. LAWRENCE OLANOFF, PRESIDENT, CEO, CELSION CORP.: Yes, good morning and thank you for the introduction.

Before I get started, I just wanted to read a prepared statement as it relates to disclosures. Celsion wishes to inform readers that forward-looking statements in this release and in discussions I will have today are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Readers are cautioned that such forward-looking statements involve risks and uncertainties, including without limitation unforeseen changes in the course of research and development activities and in clinical trials by others; possible acquisitions of other technologies, assets or businesses; possible actions by customers, suppliers, competitors, regulatory authorities; and other risks detailed from time to time in the Company's periodic reports filed with the Securities and Exchange Commission. In addition, Celsion's receipt of the royalty payments in connection with the sale of Celsion Canada depends on the ability of Celsion Canada to develop the APA technology and bring products to market. This involves amongst other risks of a new enterprise financing, regulatory and marketing acceptance risks.

So, with that, I will start in terms of today's teleconference with shareholders. I would like to start by reading to you the press release that we issued after the close of the market yesterday. Celsion, as of June 20, 2006, Celsion had received notice from the American Stock Exchange that AMEX had determined that the Company was not in compliance with certain conditions of the continued listing standards of Section 1003 of the AMEX company guide. Specifically these listing standards noted was that the shareholder equity was less than $4 million, and losses from continuing operations and/or net losses were incurred in three of the last four fiscal years, or the alternative set of criteria, which is that shareholder's equity was less than $6 million and losses from continuing operations and/or net losses were incurred in the last five fiscal years.

Additionally, according to the AMEX company guide, AMEX will not normally consider suspending dealings in the security of a company which is below a market capitalization of $50 million and has at least 1.1 million publicly held shares with a market value of at least 15 million and 400 round-lot shareholders. Celsion's market capitalization, as you know, has recently fallen substantially below that $50 million figure.

The notice is based on a review of AMEX of Celsion Corporation's Form 10-Q for the period of March 31, 2006, which publicly disclosed the financial status of the Company at that time. To maintain an AMEX listing, Celsion must submit a plan budget July 17, 2006 advising AMEX of action it has taken or will take to bring Celsion into compliance with the continued listing standards with a maximum of 18 months from the date of notification by AMEX. We are taking steps to prepare and submit such a plan to AMEX on or before July 17, 2006. The listings qualification department of AMEX will evaluate our plan and determine whether it reasonably demonstrates our ability to regain compliance with the continued listing standards within 18 months. If AMEX accepts our plan, we will be able to continue our listing during the plan period, provided that we make progress consistent with our plan and comply with other applicable AMEX listing qualifications. If we fail to submit a satisfactory plan or fail to make progress consistent with the plan accepted by AMEX, AMEX may initiate delisting procedures. During the plan period, we will be subject to periodic review to determine whether we're making progress consistent with the plan.

Again, just to reemphasize, we are working on a plan to respond to the concerns of the Exchange and be aware that, effectively, the event that occurred to require AMEX to send us a notice of noncompliance was essentially triggered by the recent fall in the share price.

I would now like to go on and talk about our Prolieve business first and then talk about the drug side of what we're doing in terms of research and development. I want to emphasize that the fundamentals are strong, that nothing has changed in this regard. The notification by AMEX is a financial event for us, but it relates to publicly disclosed information, and we believe was largely triggered by the drop in the share price according to the AMEX own rules.

I also know that there may be some confusion out there regarding certain issues around Prolieve so I'd like to address …