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): December 1, 2003
CEL-SCI CORPORATION
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(Exact name of Registrant as specified in its charter)
Colorado 0-11503 84-0916344
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
8229 Boone Blvd. #802
Vienna, VA 22182
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(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (703) 506-9460
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N/A
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(Former name or former address if changed since last report)
Item 5. Other Events and Regulation FD Disclosure
On December 1, 2003, CEL-SCI sold 2,994,964 shares of its common stock, to
a group of private institutional investors for approximately $2,550,000, or
$0.85 per share. As part of this transaction, the investors in the private
offering received warrants which allow the investors to purchase approximately
900,000 shares of CEL-SCI's common stock at a price of $1.32 per share at any
time prior to December 1, 2006. The offering was made only to accredited
investors. CEL-SCI has agreed to file a registration statement with the
Securities and Exchange Commission in order that the shares of common stock sold
in this transaction, as well as shares of common stock issuable upon the
exercise of the warrants, may be resold in the public market.
Item 7. Financial Statements and Exhibits
Exhibit Number Description
10 Common Stock and Warrant Purchase Agreement
(together with schedule required by Instruction 2
to Item 601 of Regulation S-K), together with the
following exhibits:
A. List of Investors
B. Form of Warrant
C. Transfer Agent Instructions
D. Form of Legal Opinion
E. Form of Registration Rights Agreement
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: December 2, 2003
CEL-SCI CORPORATION
By: /s/ Geert R. Kersten
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Geert R. Kersten, Chief Executive Officer