U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SEC File Number 0-11503
CUSIP Number 150-837-409
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
[ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR
For Period Ended: December 31, 2001
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Nothing in this Form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates: N/A
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Part I - Registrant Information
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Full Name of Registrant: Cel-Sci Corporation
Former Name if Applicable: N/A
Address of Principal Executive Office (Street and Number)
8229 Boone Blvd. #802
City, State and Zip Code
Vienna, VA 22182
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Part II - Rules 12b-25(b) and (c)
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If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
[X] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, or transition report or
portion thereof will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly report or
transition report on Form l0-Q or portion thereof will be filed on or
before the fifth calendar day following the prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
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Part III - Narrative
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State below in reasonable detail the reasons why the Form 10-K, 20-F, 11-K,
10-Q, or N-SAR, or the transition report or portion thereof could not be filed
within the prescribed time period.
In December 2001 and January 2002 the Company sold convertible notes in the
principal amount of $1,600,000, plus warrants, to a group of private investors.
Since the Company is required to disclose the sale of these securities in its
10-Q report for the quarter ended December 31, 2001, additional time is needed
to file the report.
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Part IV - Other Information
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(1) Name and telephone number of person to contact in regard to this
notification
William T. Hart (303) 839-0061
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding l2 months (or for such
shorter period that the registrant was required to file such reports) been
filed? If answer is no, identify report(s). [X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof? [ ] Yes [X] No
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
Cel-Sci Corporation
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(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: February 12, 2002 By /s/ Geert R. Kersten
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Geert R. Kersten,
Chief Executive Officer
Cel-Sci Corporation
8229 Boone Blvd., # 802
Vienna, VA 22182
(703) 506-9460
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).