Blueprint
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM S-8
REGISTRATION
STATEMENT
Under
the Securities Act of l933
CEL-SCI CORPORATION
(Exact
name of issuer as specified in its charter)
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Colorado
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84-0916344
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(State
or other jurisdiction of incorporation or
organization)
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(I.R.S.
Employer Identification No.)
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8229
Boone Blvd., Suite 802 Vienna, Virginia
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22182
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(Address
of Principal Executive Offices)
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(Zip
Code)
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2018
Non-Qualified Stock Option Plan
2018 Stock Bonus
Plan
(Full
Title of Plan)
Geert
R. Kersten
CEL-SCI
Corporation
8229
Boone Blvd., Suite 802
Vienna, Virginia 22182
(Name
and address of agent for service)
(703) 506-9460
(Telephone
number, including area code, of agent for service)
Copies
of all communications, including all communications sent to agent
for service to:
William
T. Hart, Esq.
Hart
& Hart
l624
Washington Street
Denver,
Colorado 80203
(303)
839-0061
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer,
or a smaller reporting company. See the definitions of “large
accelerated filer,” “accelerated filer”,
“smaller reporting company” and “emerging growth
company” in Rule 12b2 of the Exchange Act.
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Large accelerated file ☐
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Accelerated filer ☐
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Non-accelerated
filer ☐
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Smaller reporting
company ☑
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(Do not check if a
smaller reporting company)
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Emerging growth company ☐
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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 pursuant to
Section 7(a)(2)(B) of the Securities Act. [ ]
CALCULATION OF REGISTRATION FEE
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Title of
securities to be registered
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Amountto be
registered (1)
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Proposed maximum
offering price(2)
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Proposed maximum
aggregate offering price
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Amount of
registration fee
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Common Stock
issuable pursuant to 2018 Non-Qualified Stock Option
Plan
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2,200,000
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$2.87
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$6,314,000
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Common stock
issuable pursuant to 2018 Stock Bonus Plan
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400,000
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1,148,000
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2,600,000
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$2.87
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$7,462,000
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$904
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(1)
This Registration
Statement also covers such additional number of shares, presently
undeterminable, as may become issuable under the Stock Option and
Bonus Plans in the event of stock dividends, stock splits,
recapitalizations or other changes in the Company’s common
stock. The shares subject to this Registration Statement are shares
granted pursuant to the Company's Stock Option and Bonus Plans all
of which may be reoffered in accordance with the provisions of Form
S-8.
(2)
Pursuant to Rule
457(g), the proposed maximum offering price per share and proposed
maximum aggregate offering price are based upon the closing price
of the Company's common stock on October 30, 2018.
CEL-SCI
CORPORATION
Cross
Reference Sheet Required Pursuant to Rule 404
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
(NOTE:
Pursuant to
instructions to Form S-8, the Prospectus described below is not
required to be filed with this Registration
Statement.)
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Item No.
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Form S-8 Caption
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Caption in Prospectus
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1
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Plan Information
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(a) General Plan
Information
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Stock Option and Bonus Plans
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(b) Securities to be
Offered
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Stock Option and Bonus Plans
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(c) Employees who may
Participate in the Plan
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Stock Option and Bonus Plans
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(d) Purchase of Securities
Pursuant to the Plan and Payment for Securities Offered
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Stock Option and Bonus Plans
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(e) Resale Restrictions
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Resale of Shares by Affiliates
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(f) Tax Effects of Plan
Participation
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Stock Option and Bonus Plans
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(g) Investment of Funds
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Not Applicable.
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(h) Withdrawal from the Plan;
Assignment of Interest
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Other Information Regarding the Plans
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(i) Forfeitures and
Penalties
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Other Information Regarding the Plans
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(j) Charges and Deductions and
Liens Therefore
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Other Information Regarding the Plans
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2
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Registrant Information and Employee Plan Annual
Information
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Available Information, Documents Incorporated by
Reference
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PART
II
INFORMATION NOT
REQUIRED IN REGISTRATION STATEMENT
Item 3 - Incorporation of Documents by Reference
The
following documents filed with the Commission by CEL-SCI
(Commission File No. 001-11889) are incorporated by reference into
this prospectus:
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our Annual Report
on Form 10-K for the fiscal year ended September 30,
2017;
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our Quarterly
Report on Form 10-Q for the quarters ended December 31, 2017, March
31, 2018 and June 30, 2018;
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our Current Reports
on Form 8-K filed with the SEC on October 6, 2017, November 3,
2017, November 22, 2017, December 1, 2017, December 12, 2017,
December 20, 2017, December 21, 2017, January 4, 2018, January 16,
2018, February 6, 2018, February 23, 2018, April 5, 2018, April 26,
2018, May 21, 2018, June 13, 2018, June 25, 2018, June 28, 2018,
June 29, 2018, July 10, 2018, July 13, 2018, August 17, 2018,
August 31, 2018, September 14, 2018, September 21, 2018 and October
23, 2018;
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the description of
our common stock contained in our Registration Statement on Form
8-A filed with the SEC on July 2, 1996 and all amendments and
reports updating that description;
All
documents filed with the Commission by CEL-SCI pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the
date of this registration statement and prior to the termination of
this offering shall be deemed to be incorporated by reference into
this registration statement and to be a part of this registration
statement from the date of the filing of such documents. Any
statement contained in a document incorporated or deemed to be
incorporated by reference shall be deemed to be modified or
superseded for the purposes of this registration statement to the
extent that a statement contained in this registration statement or
in any subsequently filed document which also is or is deemed to be
incorporated by reference in this prospectus modifies or supersedes
such statement. Such statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a
part of this registration statement.
Investors are
entitled to rely upon information in this registration statement or
incorporated by reference at the time it is used by CEL-SCI to
offer and sell securities, even though that information may be
superseded or modified by information subsequently incorporated by
reference into this registration statement.
Item 4 - Description of Securities
Not
required.
Item 5 - Interests of Named Experts and Counsel
Not
Applicable.
Item 6 - Indemnification of Directors and Officers
The
Bylaws of the Company provide in substance that the Company shall
indemnify any person who was or is a party or is threatened to be
made a party to any threatened or completed action, suit or
proceeding, whether civil, criminal, administrative, or
investigative by reason of the fact that such person is or was a
director, officer, employee, fiduciary or agent of the Company, or
is or was serving at the request of the Company as a director,
officer, employee, fiduciary or agent of another corporation,
partnership, joint venture, trust or other enterprise, against
expenses (including attorney's fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by such person
to the full extent permitted by the laws of the state of Colorado;
and that expenses incurred in defending any such civil or criminal
action, suit or proceeding may be paid by the Company in advance of
the final disposition of such action, suit or proceeding as
authorized by the Board of Directors in the specific case upon
receipt of an undertaking by or on behalf of such director, officer
or employee to repay such amount to the Company unless it shall
ultimately be determined that such person is entitled to be
indemnified by the Company as authorized in the
Bylaws.
Item 7 – Exemption for Registration Claimed
Not
applicable.
Item 8 - Exhibits
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4
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Instruments
Defining Rights of Security Holders
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(a) -
Common Stock
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Incorporated
by reference to Exhibit 4(a) of the Company's Registration
Statements on Form S-l, File Nos. 2-85547-D and
33-7531.
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5
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15
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Letter
Regarding Unaudited Interim Financial Information
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None
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23
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24
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Included
in the signature page of this Registration Statement
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99
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Item 9 - Undertakings
(a) The
undersigned registrant hereby undertakes:
(1)
To file, during any
period in which offers or sales are being made, a post-effective
amendment to this registration statement:
(i)
to include any
prospectus required by Section l0(a)(3) of the Securities Act of
l933;
(ii)
to reflect in the
prospectus any facts or events arising after the effective date of
the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement; and
(iii)
to include any
material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material
change in such information in the registration
statement;
Provided, however,
that paragraphs (a)(l)(i) and (a)(l)(ii) will not apply if the
information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section l3 or Section l5(d) of the
Securities Act of l934.
(2)
That, for the
purpose of determining any liability under the Securities Act of
l933, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3)
To remove from
registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination
of the offering.
(b)
The undersigned
registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of l933, each filing of the
registrant's Annual Report pursuant to Section l3(a) or Section
l5(d) of the Securities Exchange Act of l934 (and, where
applicable, each filing of any employee benefit plan's annual
report pursuant to Section l5(d) of the Securities Exchange Act of
l934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c)
Insofar as
indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant
of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
KNOW
ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes
and appoints Geert R. Kersten, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for
him and in his name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all
exhibits thereto, and all other documents in connection therewith,
with the Securities and Exchange Commission granting unto said
attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be
done, as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitutes or substitute may
lawfully do or cause to be done by virtue hereof.
SIGNATURES
Pursuant to the
requirements of the Securities Act of l933, the Registrant
certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Vienna, Virginia, on
November 7, 2018.
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CEL-SCI
CORPORATION
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By:
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/s/
Geert
R. Kersten
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Geert R.
Kersten
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Chief Executive
Officer
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Pursuant to the
requirements of the Securities Act of l933, this Registration
Statement has been signed by the following persons in the
capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/
Geert R. Kersten
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Director,
Principal Executive, Financial and Accounting Officer
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November 7,
2018
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Geert
R. Kersten
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/s/
Peter R. Young
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Director
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November
7,
2018
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Peter
R. Young, Ph.D.
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/s/
Bruno Baillavoine
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Director
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November
7,
2018
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Bruno
Baillavoine
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/s/
Robert Watson
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Director
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November
7, 2018
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Robert
Watson
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