UNITED STATES
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): May 28, 2014
CEL-SCI CORPORATION
--------------------------------
(Exact name of Registrant as specified in its charter)
Colorado 01-11889 84-0916344
-------------------------- ------------------- -------------------
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
8229 Boone Boulevard, Suite 802
Vienna, Virginia 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)
Check appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below)
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-14(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On May 22, 2015 CEL-SCI Corporation (the "Company") and Dawson James
Securities, Inc. (the "Placement Agent"), entered into an agreement (the
"Placement Agency Agreement") to issue and sell shares of the Company's common
stock, as well as warrants to purchase shares of common stock, for the combined
purchase price of $0.79 per share and warrant. Each warrant entitles the holder
to purchase one share of the Company's common stock at a price of $0.79 per
share. The warrants expire on May 28, 2020.
The offering of the 20,253,164 shares and the 20,253,164 warrants closed on
May 28, 2015. The net proceeds to the Company from the sale of the shares and
warrants was approximately $14,872,000, after deducting the Placement Agent's
commission and offering expenses.
The shares and warrants were offered and sold pursuant to the Company's
existing shelf registration statement on Form S-3 (333-196243) that was declared
effective by the Securities and Exchange Commission on July 8, 2014, a
Prospectus dated July 8, 2014 and a Prospectus Supplement dated May 22, 2015.
The foregoing description of the Placement Agency Agreement is not complete
and is qualified in its entirety by reference to the full text of the Placement
Agency Agreement, a copy of which was filed as Exhibit 1 to the Company's Report
on Form 8-K dated May 22, 2015, and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
Exhibit Description
------- -----------
10(ccc) Warrant Agent Agreement (as amended)
2
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: May 28, 2015.
CEL-SCI CORPORATION
By: /s/ Geert Kersten
--------------------------------------
Geert Kersten, Chief Executive Officer
3