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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
Report (Date of earliest event reported): July 26, 2017
CEL-SCI CORPORATION
(Exact name of registrant as specified in its charter)
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Colorado
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001-11889
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84-0916344
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(State
or other jurisdiction
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(Commission
File No.)
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(IRS
Employer
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of
incorporation)
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Identification
No.)
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8229
Boone Blvd. #802
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Vienna,
VA 22182
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(Address
of principal executive offices, including Zip Code)
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Registrant’s
telephone number, including area
code:
(703) 506-9460
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N/A
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(Former
name or former address if changed since last report)
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Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant
under any of the following provisions:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17CFR
230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-14c))
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Item
1.01
Entry
Into a Material Definitive Agreement.
On July
26, 2017, CEL-SCI Corporation (“CEL-SCI”) entered into
a securities purchase agreement with an investor whereby it sold
100,000 shares of its common stock for gross proceeds of $229,000,
or $2.29 per share, in a registered offering. The closing of the
offering is expected to take place on or about July 31, 2017,
subject to the satisfaction of customary closing
conditions.
In a
concurrent private placement, CEL-SCI also issued to the purchaser
of CEL-SCI’s common stock referred to in the preceding
paragraph warrants (Series OO) to purchase 60,000 shares of
CEL-SCI’s common stock. The warrants can be exercised at a
price of $2.52 per share, commencing six months after the date of
issuance and ending five years after the date of issuance. The
warrants and the shares of common stock issuable upon the exercise
of the warrants are being offered pursuant to the exemption
provided in Section 4(a)(2) under the Securities Act of 1933
and Rule 506(b) promulgated thereunder.
The net
proceeds to CEL-SCI from the transaction, after deducting
CEL-SCI’s estimated offering expenses, are expected to be
approximately $207,000. CEL-SCI intends to use the net proceeds
from the offering for its clinical trials and general corporate
purposes. CEL-SCI has not yet determined the amount of net
proceeds to be used specifically for any of the foregoing
purposes.
The
shares of common stock were offered and sold by CEL-SCI pursuant to
an effective shelf registration statement on Form S-3, which
was filed with the Securities and Exchange Commission (the
“SEC”) on July 1, 2015 and subsequently declared
effective on October 30, 2015 (File No. 333-205444). CEL-SCI
will file a prospectus supplement and an accompanying prospectus
with the SEC in connection with the sale of the common
stock.
CEL-SCI
will not pay any commissions in connection with the sale of common
stock or warrants.
Item
3.02
Unregistered
Sales of Equity Securities
The
information contained above in Item 1.01 related to the Series OO
Warrants is hereby incorporated by reference into this Item
3.02.
Item
9.01
Financial
Statements and Exhibits.
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Exhibit
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Description
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Form of
Warrant (Series OO).
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Opinion
of Hart & Hart, LLC.
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Securities
Purchase Agreement
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Consent
of Hart & Hart, LLC
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SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date:
July 27, 2017
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CEL-SCI
CORPORATION
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By:
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/s/
Patricia B.
Prichep
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Patricia B.
Prichep
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Senior Vice
President of Operations |
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