SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): April 18, 2007
CEL-SCI CORPORATION
------ --------------------
(Exact name of Registrant as specified in its charter)
Colorado 0-11503 84-0916344
--------------------------------------------------------------------------------
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
8229 Boone Blvd. #802
Vienna, VA 22182
-------------------------------------------------
(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (703) 506-9460
--------------
N/A
----------------------------------------- ----
(Former name or former address if changed since last report)
Item 3.02. Unregistered Sales of Equity Securities
On April 18, 2007 CEL-SCI sold 20,000,000 Units to Korral Partners, an
institutional investor, for $15,000,000. Each Unit was priced at $0.75 and
consisted of one share of CEL-SCI's common stock, one-half of a Series L warrant
and one-half of a Series M warrant. Immediately after this sale Korral Partners
sold the 20,000,000 shares of CEL-SCI's common stock and the 10,000,000 Series M
warrants to 19 foreign investors. Korral Partners retained the 10,000,000 Series
L warrants.
Pursuant to a previously granted right of participation two investors in
CEL-SCI's August 2006 financing purchased 43,333 Units, which were identical to
the Units sold to Korral Partners, at a price of $0.75 per Unit.
Each Series L warrant allows the holder to purchase one share of CEL-SCI's
common stock for $0.75. Each Series M warrant allows the holder to purchase one
share of CEL-SCI's common stock for $2.00. The Series L and M warrants expire on
March 31, 2012.
CEL-SCI relied upon the exemption provided by Section 4(2) of the
Securities Act of 1933 in connection with the sale of the Units. CEL-SCI has
agreed to file a registration statement with the Securities and Exchange
Commission in order that the shares of common stock sold in this offering or
issuable upon the exercise of the Series L or Series M warrants may be resold in
the public market.
Item 9.01 Financial Statements and Exhibits
Exhibit Number Description
-------------- -----------
10 Subscription Agreement (together with schedule
required by Instruction 2 to Item 601 of
Regulation S-K).
10.2 Form of Series L Warrant
10.3 Form of Series M Warrant
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: April 25, 2007
CEL-SCI CORPORATION
By: /s/ Geert R. Kersten
----------------------------------------
Geert R. Kersten, Chief Executive Officer