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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): December 19, 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
Vienna, VA 22182
(Address of
principal executive offices, including Zip Code)
Registrant’s
telephone number, including area code:
(703) 506-946
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:
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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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Indicate
by check mark whether the registrant
is an emerging growth company as defined in in Rule 405 of
the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of
this chapter).
Emerging
growth company ☐
If an
emerging growth company, indicate by checkmark 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
3.02.
Unregistered
Sales of Equity Securities.
See
Item 1.01 of this report.
Item
1.01.
Entry
Into a Material Definitive Agreement.
The
Company has received subscription agreements for the purchase of
1,289,478 shares of CEL-SCI common stock at a price of $1.90 in the
principal amount of $2,450,000 from 19 investors. The common stock
will be restricted unless registered.
The
purchasers of the common stock also received warrants which entitle
the purchasers to acquire up to 1,289,478 shares of the
Company’s common stock. The warrants are exercisable at a
fixed price of $2.09 per share, will not be exercisable for 6
months and one day and will expire on December 18, 2022. Shares
issuable upon the exercise of the warrants will be restricted
securities unless registered.
The
Company relied upon the exemption provided by Section 4(a)(2) of
the Securities Act of 1933 in connection with sale of the
securities described above. 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 securities acquired them
for its own account. The certificates representing these securities
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 securities.
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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Date:
December 20, 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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