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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): August 30, 2018
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 of incorporation)
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(Commission
File No.)
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(IRS
Employer Identification No.)
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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)
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:
☐
Written
communications pursuant to Rule 425 under the Securities Act (17CFR
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-4(c) under the Exchange Act (17
CFR 240.13e-14c))
Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§203.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of
1934 (§204.12b-2 of this chapter.
Emerging
growth company ☐
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01 Entry Into a Material Definitive
Agreement.
As of
August 29, 2018 the Company was indebted to Ergomed, plc for
services provided by Ergomed in connection with the Company’s
Phase III clinical trial. On August 30, 2018 the Company agreed to
issue Ergomed 1,000,000 restricted shares of the Company’s
common stock in payment of the amount the Company owed
Ergomed.
Item
3.02 Unregistered Sales of Equity
Securities
The Company relied upon the exemption provided by
Section 4(a)(2) of the Securities Act of 1933 in connection with
sale of the shares described in Section 1.01 of this report. The
person who acquired these shares was a sophisticated investor and
was provided full information regarding the Company’s
business and operations. There was no general solicitation in
connection with the offer or sale of these securities. The person
who acquired these shares acquired them for its own account. The
certificates representing the shares will bear a restricted legend
providing that they cannot be sold except pursuant to an effective
registration statement or an exemption from registration. No
commission was paid to any person in connection with the sale of
these shares.
Item
9.01 Financial Statements and
Exhibits
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Exhibit Number
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Description
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Securities
Purchase Agreement
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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.
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CEL-SCI
CORPORATION
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Date: August 31,
2018
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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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