As filed with the Securities and Exchange Commission on March __, 2004.
Registration No 333-111332
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3/A
Amendment No. 1
Registration Statement
Under
THE SECURITIES ACT OF 1933
CEL-SCI Corporation
----------------------------------------
(Exact name of registrant as specified in charter)
Colorado
-------------------------------
(State or other jurisdiction
of incorporation)
8229 Boone Blvd. #802
Vienna, Virginia 22182
84-09l6344 (703) 506-9460
------------------------- ---------------------------------
(IRS Employer I.D. Number) (Address, including zip code, and
telephone number including area of
principal executive offices)
Geert Kersten
8229 Boone Blvd. #802
Vienna, Virginia 22182
(703) 506-9460
-----------------------------------
(Name and address, including zip code, and telephone
number, including area code, of agent for service)
Copies of all communications, including all communications sent
to the agent for service, should be sent to:
William T. Hart, Esq.
Hart & Trinen
1624 Washington Street
Denver, Colorado 80203
(303) 839-0061
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date
of this Registration Statement
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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Title of each Proposed Proposed
Class of Maximum Maximum
Securities Securities Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share (1) Price Fee
---------- ---------- ---------- ---------- -----------
Common stock (2) 3,990,967 $1.07 $4,270,335 $393
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(1) Offering price computed in accordance with Rule 457(c).
(2) Shares of common stock to be sold by the selling shareholders.
Pursuant to Rule 416, this Registration Statement includes such
indeterminate number of additional securities as may be required for issuance
upon the exercise of the warrants as a result of any adjustment in the number of
securities issuable by reason of the anti-dilution provisions of the Series J
Warrants.
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of l933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
PROSPECTUS
CEL-SCI CORPORATION
3,990,967 shares of Common Stock
By means of this prospectus seven shareholders of CEL-SCI Corporation are
offering to sell up to 2,999,964 shares of CEL-SCI's common stock plus 991,003
additional shares of common stock issuable upon the exercise of CEL-SCI's Series
J warrants.
The securities offered by this prospectus are speculative and involve a high
degree of risk and should be purchased only by persons who can afford to lose
their entire investment. Prospective investors should consider certain important
factors described under "Risk Factors" beginning on page 4 of this prospectus.
These Securities Have Not Been Approved or Disapproved by the Securities and
Exchange Commission Nor Has the Commission Passed Upon the Accuracy or Adequacy
of this Prospectus. Any Representation to the Contrary is a Criminal Offense.
CEL-SCI's common stock is traded on the American Stock Exchange. On March
__, 2004 the closing price of CEL-SCI's common stock on the American Stock
Exchange was $___.
The date of this prospectus is March __, 2004
PROSPECTUS SUMMARY
THIS SUMMARY IS QUALIFIED BY THE MORE DETAILED INFORMATION APPEARING ELSEWHERE
IN THIS PROSPECTUS.
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CEL-SCI
CEL-SCI Corporation was formed as a Colorado corporation in 1983. CEL-SCI
is involved in the research and development of certain drugs and vaccines.
MULTIKINE(R), CEL-SCI's first and main product, uses CEL-SCI's proprietary cell
culture technologies. CEL-SCI is testing MULTIKINE to determine if it is
effective in creating an anti-cancer immune response in head and neck cancer
patients, and in HIV-infected women with Human Papilloma Virus induced cervical
dysplasia, the precursor stage before the development of cervical cancer.
MULTIKINE has been shown to induce both an anti-cancer immune response and to
significantly increase the susceptibility of tumor cells to radiation therapy.
LEAPS, another technology of CEL-SCI, is being tested by CEL-SCI to
determine if it is effective in developing potential treatments and/or vaccines
against various diseases. Present target diseases are herpes simplex, malaria
and autoimmune myocarditis.
Using the LEAPS technology, CEL-SCI discovered a peptide, named CEL-1000,
which is currently being tested in animals for the prevention/treatment of
herpes simplex, malaria, viral encephalitis, smallpox, vaccinia and a number of
other indications. CEL-1000 is also being tested as a bio-terrorism agent by the
National Institute of Allergy and Infectious Diseases and by the U.S. Army
Research Institute of Infectious Diseases.
Before human testing can begin with respect to a drug or biological
product, preclinical studies are conducted in laboratory animals to evaluate the
potential efficacy and the safety of a product. Human clinical studies generally
involve a three-phase process. The initial clinical evaluation, Phase I,
consists of administering the product and testing for safe and tolerable dosage
levels. Phase II trials continue the evaluation of safety and determine the
appropriate dosage for the product, identify possible side effects and risks in
a larger group of subjects, and provide preliminary indications of efficacy.
Phase III trials consist of testing for actual clinical efficacy within an
expanded group of patients at geographically dispersed test sites.
CEL-SCI has completed Phase II clinical trials with MULTIKINE and believes
that it has compiled sufficient data and clinical information to justify a Phase
III clinical trial for head and neck cancer. CEL-SCI plans to meet with FDA in
2004 to discuss such a trial. Depending on the FDA's review of CEL-SCI's data,
the FDA may require additional Phase II trials or may authorize a Phase III
clinical trial. CEL-SCI's LEAPS technology is in the pre-clinical stage.
CEL-SCI has funded the costs associated with the clinical trials relating
to CEL-SCI's technologies, research expenditures and CEL-SCI's administrative
expenses with the public and private sales of CEL-SCI's securities and
borrowings from third parties, including affiliates of CEL-SCI.
2
All of CEL-SCI's products are in the development stage. As of March 15, 2004
CEL-SCI was not receiving any revenues from the sale of MULTIKINE or any other
products which CEL-SCI was developing.
CEL-SCI does not expect to develop commercial products for several years,
if at all. CEL-SCI has had operating losses since its inception, had an
accumulated deficit of approximately $(87,700,000) at December 31, 2003 and
expects to incur substantial losses for the foreseeable future.
CEL-SCI's executive offices are located at 8229 Boone Blvd., #802, Vienna,
Virginia 22182, and its telephone number is (703) 506-9460.
THE OFFERING
Securities Offered:
By means of this prospectus seven shareholders of CEL-SCI are offering to
sell 2,999,964 shares of common stock plus 991,003 additional shares issuable
upon the exercise of CEL-SCI's Series J warrants. CEL-SCI refers to the owner of
these shares as the selling shareholders in this prospectus.
Common Stock Outstanding:
As of March 15, 2004 CEL-SCI had 65,478,446 shares of
common stock issued and outstanding. The number of
outstanding shares does not give effect to shares which
may be issued upon the exercise and/or conversion of
options, warrants or other convertible securities held
by the selling shareholders or other persons. If all
outstanding warrants and convertible securities,
including the warrants held by the selling
shareholders, were exercised and converted, CEL-SCI
would have 80,557,207 outstanding shares of common
stock. See "Comparative Share Data".
Risk Factors: The purchase of the securities offered by
this prospectus involves a high degree of risk. Risk
factors include the lack of revenues and history of
loss, need for additional capital and need for FDA
approval. See the "Risk Factors" section of this
prospectus for additional Risk Factors.
AMEX Symbol: CVM
3
Summary Financial Data
Results of Operations: Years Ended Three
September 30, Months Ended
------------------------- December 31,
2003 2002 2003
---- ---- ------------
Grant Revenue and Other: $318,204 $ 384,939 $ 73,235
-------- ---------- ---------
Expenses:
Research and Development 1,915,501 4,699,909 368,348
Depreciation and Amortization 199,117 226,514 47,927
General and Administrative 2,287,019 1,754,332 647,440
Interest Income (52,502) (85,322) (11,227)
Interest Expense 2,340,667 2,131,750 126,840
----------- ------------ ---------
Net Loss $(6,371,498) $(8,342,244) $(1,106,093)
Net Loss Attributable to
Common Stockholders $(6,480,319) $(9,989,988) $(1,106,093)
============ ============ ============
Net loss per common share
(basic and diluted) $ (0.13) $ (0.35) $ (0.02)
=========== ============ ============
Weighted average common shares
outstanding 50,961,457 28,746,341 62,848,255
============ ============ ============
Balance Sheet Data:
September 30,
-------------------------
2003 2002 December 31, 2003
----- ---- -----------------
Working Capital $ 531,742 $ 690,804 $ 2,472,948
Total Assets 2,915,206 3,771,258 3,514,472
Convertible Debt * 32,882 639,288 --
Note Payable - Covance * 184,330 -- --
Note Payable - Cambrex* 656,076 1,135,017 --
Total Liabilities 1,690,100 2,709,087 358,670
Stockholders' Equity 1,225,106 1,062,171 3,155,802
* Included in Total Liabilities.
Forward Looking Statements
This prospectus contains various forward-looking statements that are based
on CEL-SCI's beliefs as well as assumptions made by and information currently
available to CEL-SCI. When used in this prospectus, the words "believe",
"expect", "anticipate", "estimate" and similar expressions are intended to
identify forward-looking statements. Such statements may include statements
regarding seeking business opportunities, payment of operating expenses, and the
like, and are subject to certain risks, uncertainties and assumptions which
could cause actual results to differ materially from projections or estimates.
Factors which could cause actual results to differ materially are discussed at
length under the heading "Risk Factors". Should one or more of the enumerated
risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those anticipated, estimated
or projected. Investors should not place undue reliance on forward-looking
statements, all of which speak only as of the date made.
4
RISK FACTORS
Investors should be aware that this offering involves the risks described
below, which could adversely affect the price of CEL-SCI's common stock. In
addition to the other information contained in this prospectus, the following
factors should be considered carefully in evaluating an investment in the shares
offered by this prospectus.
RISKS RELATED TO CEL-SCI
Since CEL-SCI Has Earned Only Limited Revenues and Has a History of Net Losses,
CEL-SCI Will Require Additional Capital to Remain in Operation.
CEL-SCI has had only limited revenues since it was formed in 1983. Since
the date of its formation and through December 31, 2003 CEL-SCI incurred net
losses of approximately $(87,700,000). During the years ended September 30,
2001, 2002 and 2003 CEL-SCI suffered losses of $(10,733,679), $(8,342,244) and
$(6,371,498) respectively. During the three months ended December 31, 2003
CEL-SCI lost $(1,106,093). CEL-SCI has not derived any revenue from the sale of
its products. CEL-SCI has relied principally upon the proceeds of public and
private sales of securities and convertible notes to finance its activities to
date. All of CEL-SCI's potential products are in the early stages of
development, and any commercial sale of these products will be many years away.
Accordingly, CEL-SCI expects to incur substantial losses for the foreseeable
future. There can be no assurance CEL-SCI will be profitable.
Since CEL-SCI does not intend to pay dividends on its common stock, any return
to investors will come only from potential increases in the price of CEL-SCI's
common stock.
At the present time, CEL-SCI intends to use available funds to finance
CEL-SCI's operations. Accordingly, while payment of dividends rests within the
discretion of the Board of Directors, no common stock dividends have been
declared or paid by CEL-SCI and CEL-SCI has no intention of paying any common
stock dividends.
If Cel-Sci cannot obtain additional capital, Cel-Sci may have to postpone
development and research expenditures which will delay Cel-Sci's ability to
produce a competitive product. Delays of this nature may depress the price of
CEL-SCI's common stock.
Clinical and other studies necessary to obtain approval of a new drug can
be time consuming and costly, especially in the United States, but also in
foreign countries. CEL-SCI's estimates of the costs associated with future
clinical trials and research may be substantially lower than the actual costs of
these activities. The different steps necessary to obtain regulatory approval,
especially that of the Food and Drug Administration, involve significant costs
and may require several years to complete. CEL-SCI expects that it will need
substantial additional financing over an extended period of time in order to
fund the costs of future clinical trials, related research, and general and
administrative expenses. Although CEL-SCI's equity line of credit agreement is
expected to be a source of funding, the amounts which CEL-SCI is able to draw
from the equity line during each drawdown period are limited and may not satisfy
CEL-SCI's capital needs.
5
The extent of CEL-SCI's clinical trials and research programs are
primarily based upon the amount of capital available to CEL-SCI and the extent
to which CEL-SCI has received regulatory approvals for clinical trials. CEL-SCI
is unable to estimate the future costs of clinical trials since CEL-SCI has not
yet met with the FDA to discuss the design of future clinical trials; and until
the scope of future clinical trial is known, CEL-SCI will not be able to price
any trials with clinical trial organizations.
Over the past three years CEL-SCI's research and development expenditures
have decreased, due in part to the capital available to CEL-SCI. The inability
of CEL-SCI to conduct clinical trials or research, whether due to a lack of
capital or regulatory approval, will prevent CEL-SCI from completing the studies
and research required to obtain regulatory approval for any products which
CEL-SCI is developing.
To raise additional capital CEL-SCI will most likely sell shares of its
common stock or securities convertible into common stock at prices that may be
below the prevailing market price of CEL-SCI's common stock at the time of sale.
The issuance of additional shares will have a dilutive impact on other
stockholders and could have a negative effect on the market price of CEL-SCI's
common stock. Since April 2001 CEL-SCI has sold approximately 28,000,000 shares
of its common stock to private investors at prices that were between 7% and 30%
below the market price of CEL-SCI's common stock at the time of sale.
Any failure to obtain or any delay in obtaining required regulatory approvals
may adversely affect the ability of CEL-SCI or potential licensees to
successfully market any products they may develop.
Therapeutic agents, drugs and diagnostic products are subject to approval,
prior to general marketing, by the FDA in the United States and by comparable
agencies in most foreign countries. The process of obtaining FDA and
corresponding foreign approvals is costly and time consuming, particularly for
pharmaceutical products such as those which might ultimately be developed by
CEL-SCI or its licensees, and there can be no assurance that such approvals will
be granted. Also, the extent of adverse government regulations which might arise
from future legislative or administrative action cannot be predicted Without
government approval, CEL-SCI will be unable to sell any of its products.
CEL-SCI has only one manufacturing facility for multikine and should this
manufacturing facility be unavailable, CEL-SCI may have to delay its research
and development activities.
CEL-SCI entered into an agreement with Cambrex Bio Science, Inc. whereby
Cambrex agreed to provide CEL-SCI with a facility for the periodic manufacturing
of MULTIKINE in accordance with Good Manufacturing Practices established by FDA
regulations. This agreement expires on December 31, 2006. If the Cambrex
facility were not available for the production of MULTIKINE, CEL-SCI estimates
that it would take approximately six to ten months to find or build an
alternative manufacturing facility for MULTIKINE. CEL-SCI does not know what
cost it would incur to obtain an alternative source of MULTIKINE.
6
CEL-SCI may not be able to achieve or maintain a competitive position and other
technological developments may result in CEL-SCI's proprietary technologies
becoming uneconomical or obsolete.
The biomedical field in which CEL-SCI is involved is undergoing rapid and
significant technological change. The successful development of therapeutic
agents from CEL-SCI's compounds, compositions and processes through
CEL-SCI-financed research, or as a result of possible licensing arrangements
with pharmaceutical or other companies, will depend on its ability to be in the
technological forefront of this field.
Many pharmaceutical and biotechnology companies are developing products
for the prevention or treatment of cancer and infectious diseases including
Introgen Therapeutics, Inc. and ImClone Systems, Inc. which are currently
developing drugs for head and neck cancer. Both Introgen and ImClone, as well as
many other companies working on drugs designed to prevent, cure or treat cancer,
have substantial financial, research and development, and marketing resources
and are capable of providing significant long-term competition either by
establishing in-house research groups or by forming collaborative ventures with
other entities. In addition, smaller companies and non-profit institutions are
active in research relating to cancer and infectious diseases and are expected
to become more active in the future.
CEL-SCI's patents might not protect CEL-SCI's technology from competitors, in
which case CEL-SCI may not have any advantage over competitors in selling any
products which it may develop.
Certain aspects of CEL-SCI's technologies are covered by U.S. and foreign
patents. In addition, CEL-SCI has a number of patent applications pending. There
is no assurance that the applications still pending or which may be filed in the
future will result in the issuance of any patents. Furthermore, there is no
assurance as to the breadth and degree of protection any issued patents might
afford CEL-SCI. Disputes may arise between CEL-SCI and others as to the scope
and validity of these or other patents. Any defense of the patents could prove
costly and time consuming and there can be no assurance that CEL-SCI will be in
a position, or will deem it advisable, to carry on such a defense. Other private
and public concerns, including universities, may have filed applications for, or
may have been issued, patents and are expected to obtain additional patents and
other proprietary rights to technology potentially useful or necessary to
CEL-SCI. The scope and validity of such patents, if any, the extent to which
CEL-SCI may wish or need to acquire the rights to such patents, and the cost and
availability of such rights are presently unknown. Also, as far as CEL-SCI
relies upon unpatented proprietary technology, there is no assurance that others
may not acquire or independently develop the same or similar technology.
CEL-SCI's first MULTIKINE patent expired in 2000. Since CEL-SCI does not know if
it will ever be able to sell MULTIKINE on a commercial basis, CEL-SCI cannot
predict what effect the expiration of this patent will have on CEL-SCI.
Notwithstanding the above, CEL-SCI believes that trade secrets and later issued
patents will protect the technology associated with MULTIKINE.
7
Although CEL-SCI has product liability insurance for MULTIKINE, the successful
prosecution of a product liability case against CEL-SCI could have a materially
adverse effect upon its business if the amount of any judgment exceeds CEL-SCI's
insurance coverage.
Although no claims have been brought to date, participants in CEL-SCI's
clinical trials could bring civil actions against CEL-SCI for any unanticipated
harmful effects arising from the use of Multikine or any drug or product that
CEL-SCI may try to develop. Although CEL-SCI believes its insurance coverage of
$2,000,000 per claim is adequate, the defense or settlement of any product
liability claim could adversely affect CEL-SCI even if the defense and
settlement costs did not exceed CEL-SCI's insurance coverage.
CEL-SCI's directors are allowed to issue shares of preferred stock with
provisions that could be detrimental to the interests of the holders of
CEL-SCI's common stock.
The provisions in CEL-SCI's Articles of Incorporation relating to
CEL-SCI's Preferred Stock would allow CEL-SCI's directors to issue Preferred
Stock with rights to multiple votes per share and dividend rights which would
have priority over any dividends paid with respect to CEL-SCI's Common Stock.
The issuance of Preferred Stock with such rights may make more difficult the
removal of management even if such removal would be considered beneficial to
shareholders generally, and will have the effect of limiting shareholder
participation in certain transactions such as mergers or tender offers if such
transactions are not favored by incumbent management.
RISKS RELATED TO THIS OFFERING
Since the market price for CEL-SCI's common stock is volatile, investors in this
offering may not be able to sell any of CEL-SCI's shares at a profit.
The market price of CEL-SCI's common stock, as well as the securities of
other biopharmaceutical and biotechnology companies, have historically been
highly volatile, and the market has from time to time experienced significant
price and volume fluctuations that are unrelated to the operating performance of
particular companies. During the twelve months ended December 31, 2003 CEL-SCI's
stock price has ranged from a low of $0.15 per share to a high of $1.75 per
share. Factors such as fluctuations in CEL-SCI's operating results,
announcements of technological innovations or new therapeutic products by
CEL-SCI or its competitors, governmental regulation, developments in patent or
other proprietary rights, public concern as to the safety of products developed
by CEL-SCI or other biotechnology and pharmaceutical companies, and general
market conditions may have a significant effect on the future market price of
CEL-SCI's common stock.
8
Shares issuable upon the exercise of options and warrants, or as a result of
sales made in connection with the equity line of credit may substantially
increase the number of shares available for sale in the public market and may
depress the price of CEL-SCI's common stock.
CEL-SCI has outstanding options and warrants which allow the holders to
acquire up to 15,078,761 additional shares of CEL-SCI's common stock. Until the
options and warrants expire, the holders will have an opportunity to profit from
any increase in the market price of CEL-SCI's common stock without assuming the
risks of ownership. Holders of the options and warrants may exercise or convert
these securities at a time when CEL-SCI could obtain additional capital on terms
more favorable than those provided by the options. The exercise of the options
and warrants will dilute the voting interest of the owners of presently
outstanding shares of CEL-SCI's common stock. The sale of the shares of common
stock issuable upon the exercise of the options and warrants could adversely
affect the market price of CEL-SCI's stock.
In addition, an unknown number of shares of common stock are issuable
under a equity line of credit arrangement to Rubicon Group Ltd. As CEL-SCI sells
shares of its common stock to Rubicon Group under the equity line of credit, and
Rubicon Group sells the common stock to third parties, the price of CEL-SCI's
common stock may decrease due to the additional shares in the market. If CEL-SCI
decides to draw down on the equity line of credit as the price of its common
stock decreases, CEL-SCI will be required to issue more shares of its common
stock for any given dollar amount invested by Rubicon Group, subject to the
minimum selling price specified by CEL-SCI. The more shares that are issued
under the equity line of credit, the more CEL-SCI's then outstanding shares will
be diluted and the more CEL-SCI's stock price may decrease. Any decline in the
price of CEL-SCI's common stock may encourage short sales, which could place
further downward pressure on the price of CEL-SCI's common stock. Short selling
is a practice of selling shares which are not owned by a seller with the
expectation that the market price of the shares will decline in value after the
sale.
See the "Comparative Share Data" section of this prospectus for more
information concerning CEL-SCI's outstanding options, warrants and other
convertible notes as well as the equity line and warrants which were granted to
Rubicon Group as consideration for extending the equity line of credit.
The sale of shares of common stock which have been registered by CEL-SCI, or the
perception that sales could occur, could adversely affect the market price of
CEL-SCI's common stock.
On December 1, 2003 CEL-SCI sold 2,999,964 shares of its common stock to a
group of private institutional investors for approximately $2,550,000, or $0.85
per share. The 2,999,964 shares sold in December 2003, as well as 15,078,761
shares of common stock which are issuable upon the exercise of outstanding
options and warrants, are available for public sale by means of this prospectus
and other registration statements which have been filed with the Securities and
Exchange Commission. In addition, an unknown number of shares of common stock
may be sold under an equity line of credit arrangement to Rubicon Group Ltd. by
means of a separate registration statement filed with the Securities and
Exchange Commission.
9
The sale of these shares could place downward pressure on the price of
CEL-SCI's common stock.
COMPARATIVE SHARE DATA
Number of Note
Shares Reference
Shares outstanding as of March 15, 2004 65,478,446
Shares to be sold in this Offering: 3,990,967 A
The number of shares outstanding as of March 15, 2004 excludes shares
which may be issued upon the exercise of options or warrants described below.
Other Shares Which May Be Issued:
The following table lists additional shares of CEL-SCI's common stock
which may be issued pursuant to the equity line of credit agreement and as the
result of the exercise of other outstanding options or warrants issued by
CEL-SCI:
Number of Note
Shares Reference
Shares issuable upon exercise of warrants 2,895,185 B
held by private investors
Shares issuable pursuant to equity line of
credit Unknown C
Shares issuable upon exercise of equity line
warrants 395,726 C
Shares issuable upon exercise of options
and warrants granted to CEL-SCI's officers,
directors, employees, consultants, and third
parties 10,646,847 D
Shares issuable upon exercise of options 150,000 E
granted to investor relations consultants
A. On December 1, 2003, CEL-SCI sold 2,999,964 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, and the sales agent for five of the investors, received Series J
warrants which, as of March 15, 2004, allowed the investors to purchase 991,003
shares of CEL-SCI's common stock at a price of $1.32 per share at any time prior
10
to December 1, 2006. The shares purchased by the Selling Shareholders, as well
as the shares issuable upon the exercise of the Series J warrants, are being
offered to the public by means of this prospectus.
See the "Selling Shareholders" section of this prospectus for additional
information concerning the selling shareholders.
B. In April 2001, CEL-SCI entered into an equity line of credit agreement
with Paul Revere Capital Partners. During the term the equity line of credit,
which expired in June 2003, CEL-SCI received net proceeds of $2,074,692 from the
sale of 5,430,960 shares of common stock pursuant to the terms of the equity
line. As consideration for extending the equity line of credit, CEL-SCI granted
Paul Revere Capital Partners warrants to purchase 200,800 shares of common stock
at a price of $1.64 per share at any time prior to April 11, 2004.
In August 2001, three private investors exchanged their warrants for
CEL-SCI's Series E warrants. As of March 15, 2004 the Series E warrants
collectively allow the holders to purchase up to 570,627 additional shares of
CEL-SCI's common stock at a price of $1.19 per share at any time prior to August
16, 2004. In August 2003, in accordance with the terms of the Series E preferred
stock, CEL-SCI issued warrants which permit the holders to purchase an
additional 23,758 shares of CEL-SCI's common stock at a price of $0.77 per share
at any time prior to August 17, 2006.
In July and September 2002, CEL-SCI sold Series G convertible notes, plus
Series G warrants, to a group of private investors for $1,300,000. As of June
30, 2003 all of the Series G notes had been converted into 8,390,746 shares of
CEL-SCI's common stock. As of March 15, 2004 the Series G warrants allowed the
holders to purchase up to 450,000 shares of CEL-SCI's common stock at a price of
$0.145 per share at any time prior to July 12, 2009.
In January and July 2003, CEL-SCI sold Series H convertible notes, plus
Series H warrants, to a group of private investors for $1,350,000. As of March
15, 2004 all of the Series H notes had been converted into 3,233,229 shares of
CEL-SCI's common stock. As of March 15, 2004 the Series H warrants allowed the
holders to purchase up to 550,000 shares of CEL-SCI's common stock at a price of
$0.25 per share at any time prior to January 7, 2010.
In May 2003, CEL-SCI sold shares of its common stock plus Series I
warrants to a strategic partner, at prices equal to or above the then current
price of CEL-SCI's common stock. As of March 15, 2004 the Series I warrants
allowed the holder to purchase 1,100,000 shares of CEL-SCI's common stock at a
price of $0.47 per share at any time prior to May 30, 2008.
The warrant exercise price, and the number of shares issuable upon the
exercise of the Series G and H warrants are subject to adjustment under those
conditions explained in the section of the prospectus entitled "Description of
Securities".
11
C. An unknown number of shares of common stock are issuable under the
equity line of credit agreement between CEL-SCI and Rubicon Group, Ltd. As
consideration for extending the equity line of credit, CEL-SCI granted Rubicon
Group warrants to purchase 395,726 shares of common stock at a price of $0.83
per share at any time prior to September 16, 2008.
Under the equity line of credit agreement, Rubicon Group has agreed to
provide CEL-SCI with up to $10,000,000 of funding over a two year period ending
on the date that the registration statement relating to the shares to be sold
pursuant to the equity line of credit is declared effective by the Securities
and Exchange Commission. During this period, CEL-SCI may request a drawdown
under the equity line of credit by selling shares of its common stock to Rubicon
Group and Rubicon Group will be obligated to purchase the shares. CEL-SCI may
request a drawdown once every 22 trading days, although CEL-SCI is under no
obligation to request any drawdowns under the equity line of credit.
During the 22 trading days following a drawdown request, CEL-SCI will
calculate the amount of shares it will sell to Rubicon Group and the purchase
price per share. The purchase price per share of common stock will be based on
the daily volume weighted average price of CEL-SCI's common stock during each of
the 22 trading days immediately following the drawdown date, less a discount of
11%.
The minimum amount CEL-SCI can draw down at any one time is $100,000. The
maximum amount CEL-SCI can draw down at any one time is the lesser of $2,000,000
or the amount equal to:
o 4.5% of the weighted average price of CEL-SCI's common stock for the ninety
calendar day period prior to the date of the drawdown request
o multiplied by the total trading volume of CEL-SCI's common stock for the
ninety calendar day period prior to the date of the drawdown request.
Using the formula described above, if CEL-SCI had requested a drawdown on
February 27, 2004, the maximum amount CEL-SCI could draw down during the
subsequent 22 trading days would be approximately $1,580,000.
CEL-SCI may request a drawdown by faxing a drawdown notice to Rubicon
Group, stating the amount of the drawdown and the lowest daily volume weighted
average price, if any, at which CEL-SCI is willing to sell the shares. The
lowest volume weighted average price will be set by CEL-SCI's Chief Executive
Officer in his sole and absolute discretion.
If CEL-SCI sets a minimum price which is too high and CEL-SCI's stock
price does not consistently meet that level during the 22 trading days after its
drawdown request, the amount CEL-SCI can draw and the number of shares CEL-SCI
will sell to Rubicon Group will be reduced. On the other hand, if CEL-SCI sets a
minimum price which is too low and its stock price falls significantly but stays
above the minimum price, CEL-SCI will have to issue a greater number of shares
to Rubicon Group based on the reduced market price.
12
The following summarizes the drawdowns requested by CEL-SCI under the
equity line of credit as of March 15, 2004.
Date of Shares Average Sale Net Proceeds
Sale Sold Price Per Share to CEL-SCI
------ ----- --------------- -----------
01/27/04 101,308 $1.09 $109,000
02/11/04 92,722 $1.19 $109,000
03/02/04 74,760 $1.07 $ 79,000
03/12/04 38,292 $1.04 $ 39,000
The net proceeds to CEL-SCI are net of a $1,000 fee paid to an escrow
agent.
D. The options are exercisable at prices ranging from $0.16 to $11.00 per
share with a weighted average exercise price of $0.75 per share. CEL-SCI may
also grant options to purchase additional shares under its Incentive Stock
Option and Non-Qualified Stock Option Plans.
E. CEL-SCI has granted options for the purchase of 150,000 shares of common
stock to Investor Relations Group in consideration for services provided to
CEL-SCI. The services provided to CEL-SCI involved the introduction of CEL-SCI
to brokers and fund managers and distribution of CEL-SCI's press releases and
other information regarding CEL-SCI. The options are exercisable at a price of
$1.63 per share and expire June 2006.
The shares referred to in Notes B, C and D are being, or will be, offered
for sale by means of separate registration statements which have been filed with
the Securities and Exchange Commission.
MARKET FOR CEL-SCI'S COMMON STOCK
As of March 15, 2004 there were approximately 2,600 record holders of
CEL-SCI's common stock. CEL-SCI's common stock is traded on the American Stock
Exchange under the symbol "CVM". Set forth below are the range of high and low
quotations for CEL-SCI's common stock for the periods indicated as reported on
the American Stock Exchange. The market quotations reflect inter-dealer prices,
without retail mark-up, mark-down or commissions and may not necessarily
represent actual transactions.
Quarter Ending High Low
12/31/00 $2.54 $1.00
3/31/01 $3.30 $1.30
6/30/01 $1.85 $1.16
9/30/01 $1.94 $1.02
13
12/31/01 $1.80 $0.72
3/31/02 $1.28 $0.52
6/30/02 $0.56 $0.27
9/30/02 $0.52 $0.16
12/31/02 $0.32 $0.19
3/31/03 $0.27 $0.15
6/30/03 $1.35 $0.20
9/30/03 $1.08 $0.61
12/31/03 $1.75 $0.98
Holders of common stock are entitled to receive such dividends as may be
declared by the Board of Directors out of funds legally available therefore and,
in the event of liquidation, to share pro rata in any distribution of CEL-SCI's
assets after payment of liabilities. The Board of Directors is not obligated to
declare a dividend. CEL-SCI has not paid any dividends on its common stock and
CEL-SCI does not have any current plans to pay any common stock dividends.
SELLING SHAREHOLDERS
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 Series J warrants, which as of November 30, 2003, allowed the
investors to purchase 899,988 shares of CEL-SCI's common stock at a price of
$1.32 per share at any time prior to December 1, 2006.
In connection with this financing, Reedland Capital Partners, an
Institutional Division of Financial West Group, received a commission of $64,999
plus Series J warrants to purchase 91,015 shares of CEL-SCI's common stock at
$1.32 per share for its role as the sales agent for a number of the investors.
The 91,015 shares are also being offered to the public by means of this
prospectus.
CEL-SCI refers to the owners of these shares and the Series J warrants as
the selling shareholders in this prospectus. CEL-SCI will not receive any
proceeds from the sale of the shares by the selling shareholders. The name of,
and the shares to be sold by, the selling shareholders are:
Shares
Which
May be
Acquired
Upon Shares to Owner-
Exercise of be Sold ship
Shares Series J in this After
Name Owned Warrants Offering Offering
------------------------- -------- ---------- -------- ---------
Cher Ami Holdings, Inc. 1,470,588 441,176 1,911,764 --
Attn: Dr. Vincent Fischer-Zernin
Weiss, Walter, Fischer-Zernin
20354 Hamburg
Neuer Wall 7I
Germany
14
Shares
Which
May be
Acquired
Upon Shares to Owner-
Exercise of be Sold ship
Shares Series J in this After
Name Owned Warrants Offering Offering
------------------------- -------- ---------- -------- ---------
Longview International Equity Fund, L.P. 235,294 70,588 305,882 --
c/o: Redwood Grove Capital
Management, LLC
25 Longview Court
Hillsborough, CA 94010
Longview Equity Fund, L.P. 352,941 105,882 458,823 --
C/O: Redwood Grove Capital
Management, LLC
25 Longview Court
Hillsborough, CA 94010
Longview Fund, L.P. 235,294 70,588 305,882 --
1325 Howard Ave., #422
Burlingame, CA 94010
Enable Growth Partners 117,647 35,294 152,941 --
One Sansome St., Suite 2900
San Francisco, CA 94104
Capital Ventures International 588,200 176,460 764,660 --
c/o Heights Capital Management
425 California St., Suite 1100
San Francisco, CA 94104
Reedland Capital Partners
30 Sunnyside Avenue
Mill Valley, CA 94941 -- 91,015 91,015 --
--------- -------- ---------- ------
2,999,964 991,003 3,990,967
========= ======= =========
For purposes of the foregoing table, it is assumed that all shares owned,
or which may be acquired, by the selling shareholders are sold to the public by
means of this prospectus.
Plan of Distribution
The selling shareholders and any of their pledgees, assignees and
successors-in-interest may, from time to time, sell any or all of their shares
of common stock on any stock exchange, market or trading facility on which the
shares are traded or in private transactions. These sales may be at fixed or
negotiated prices. The selling shareholders may use any one or more of the
following methods when selling shares:
o ordinary brokerage transactions and transactions in which the broker-dealer
solicits purchasers;
o block trades in which the broker-dealer will attempt to sell the shares as
agent but may position and resell a portion of the block as principal to
facilitate the transaction;
o purchases by a broker-dealer as principal and resale by the broker-dealer
for its account;
o an exchange distribution in accordance with the rules of the applicable
exchange;
o privately negotiated transactions;
15
o short sales;
o broker-dealers may agree with the selling shareholders to sell a specified
number of such shares at a stipulated price per share; o a combination of
any such methods of sale; and o any other method permitted pursuant to
applicable law.
The selling shareholders may also sell shares under Rule 144 under the
Securities Act, if available, rather than under this prospectus.
The selling shareholders may also engage in short sales against the box,
puts and calls and other transactions in securities of CEL-SCI or derivatives of
CEL-SCI securities and may sell or deliver shares in connection with these
trades. The selling shareholders may pledge its shares to their brokers under
the margin provisions of customer agreements. If a selling shareholder defaults
on a margin loan, the broker may, from time to time, offer and sell the pledged
shares.
Broker-dealers engaged by the selling shareholders may arrange for other
brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the selling shareholder (or, if any broker-dealer acts as
agent for the purchaser of shares, from the purchaser) in amounts to be
negotiated. The selling shareholders do not expect these commissions and
discounts to exceed what is customary in the types of transactions involved.
The selling shareholders and any broker-dealers or agents that are
involved in selling the shares may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales. In such event, any
commissions received by such broker-dealers or agents and any profit on the
resale of the shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act.
CEL-SCI is required to pay all fees and expenses incident to the
registration of the shares.
CEL-SCI has advised the selling shareholders that in the event of a
"distribution" of the shares owned by the selling shareholders, the selling
shareholders, any "affiliated purchasers", and any broker/dealer or other person
who participates in such distribution may be subject to Rule 102 under the
Securities Exchange Act of 1934 ("1934 Act") until their participation in that
distribution is completed. A "distribution" is defined in Rule 102 as an
offering of securities "that is distinguished from ordinary trading transactions
by the magnitude of the offering and the presence of special selling efforts and
selling methods". CEL-SCI has also advised the selling shareholders that Rule
102 under the 1934 Act prohibits any "stabilizing bid" or "stabilizing purchase"
for the purpose of pegging, fixing or stabilizing the price of the common stock
in connection with this offering. Rule 101 makes it unlawful for any person who
is participating in a distribution to bid for or purchase stock of the same
class as is the subject of the distribution.
16
DESCRIPTION OF SECURITIES
Common Stock
CEL-SCI is authorized to issue 100,000,000 shares of common stock, (the
"common stock"). Holders of common stock are each entitled to cast one vote for
each share held of record on all matters presented to shareholders. Cumulative
voting is not allowed; hence, the holders of a majority of the outstanding
common stock can elect all directors.
Holders of common stock are entitled to receive such dividends as may
be declared by the Board of Directors out of funds legally available therefor
and, in the event of liquidation, to share pro rata in any distribution of
CEL-SCI's assets after payment of liabilities. The board is not obligated to
declare a dividend. It is not anticipated that dividends will be paid in the
foreseeable future.
Holders of common stock do not have preemptive rights to subscribe to
additional shares if issued by CEL-SCI. There are no conversion, redemption,
sinking fund or similar provisions regarding the common stock. All of the
outstanding shares of common stock are fully paid and non-assessable and all of
the shares of common stock offered as a component of the Units will be, upon
issuance, fully paid and non-assessable.
Preferred Stock
CEL-SCI is authorized to issue up to 200,000 shares of preferred stock.
CEL-SCI's Articles of Incorporation provide that the Board of Directors has the
authority to divide the preferred stock into series and, within the limitations
provided by Colorado statute, to fix by resolution the voting power,
designations, preferences, and relative participation, special rights, and the
qualifications, limitations or restrictions of the shares of any series so
established. As the Board of Directors has authority to establish the terms of,
and to issue, the preferred stock without shareholder approval, the preferred
stock could be issued to defend against any attempted takeover of CEL-SCI. As of
March 15, 2004 no shares of preferred stock were outstanding.
Warrants Held by Private Investors
In April 2001, CEL-SCI entered into an equity line of credit agreement
with Paul Revere Capital Partners. As consideration for extending the equity
line of credit, which expired in June 2003, CEL-SCI granted Paul Revere Capital
Partners warrants to purchase 200,800 shares of common stock at a price of $1.64
per share at any time prior to April 11, 2004.
In August 2001, three private investors exchanged their warrants for
CEL-SCI's Series E warrants. As of March 15, 2004 the Series E warrants
collectively allowed the holders to purchase up to 570,627 additional shares of
CEL-SCI's common stock at a price of $1.19 per share at any time prior to August
16, 2004. In August 2003, in accordance with the terms of the Series E preferred
17
stock, CEL-SCI issued warrants which permit the holders to purchase an
additional 23,758 shares of CEL-SCI's common stock at a price of $0.77 per share
at any time prior to August 17, 2006.
In July and September 2002, CEL-SCI sold Series G convertible notes, plus
Series G warrants, to a group of private investors for $1,300,000. All of the
Series G convertible notes have since been converted into shares of CEL-SCI's
common stock. As of March 15, 2004 the Series G warrants collectively allowed
the holders to purchase up to 450,000 shares of CEL-SCI's common stock at a
price of $0.145 per share at any time prior to July 12, 2009. Every three months
after March 9, 2004, the exercise price of the Series G warrants will be
adjusted to an amount equal to 84% of the average of the 3 lowest daily trading
prices of CEL-SCI's common stock on the American Stock Exchange during the 20
trading days immediately prior to the three month adjustment date, provided that
the adjusted price is lower than the warrant exercise price on that date.
In January and July 2003, CEL-SCI sold Series H convertible notes, plus
Series H warrants, to a group of private investors for $1,350,000. All of the
Series H Convertible notes have since been converted into shares of CEL-SCI's
common stock. As of March 15, 2004 the Series H warrants collectively allowed
the holders to purchase up to 550,000 shares of CEL-SCI's common stock at a
price of $0.25 per share at any time prior to January 7, 2010. Every three
months after March 26, 2004 the exercise price of the Series H warrants will be
adjusted to an amount equal to 84% of the average of the 3 lowest daily trading
prices of CEL-SCI's common stock on the American Stock Exchange during the 15
trading days immediately prior to the three month adjustment date, provided that
the adjusted price is lower than the warrant exercise price on that date.
If CEL-SCI sells any additional shares of common stock, or any securities
convertible into common stock at a price below the then applicable exercise
price of the Series G or H warrants, the warrant exercise price will be lowered
to the price at which the shares were sold or the lowest price at which the
securities are convertible, as the case may be. If the warrant exercise price is
adjusted, the number of shares of common stock issuable upon the exercise of the
warrant will be increased by the product of the number of shares of common stock
issuable upon the exercise of the warrant immediately prior to the sale
multiplied by the percentage by which the warrant exercise price is reduced.
If CEL-SCI sells any additional shares of common stock, or any securities
convertible into common stock at a price below the market price of CEL-SCI's
common stock, the exercise price of the Series G or H warrants will be lowered
by a percentage equal to the price at which the shares were sold or the lowest
price at which the securities are convertible, as the case may be, divided by
the then prevailing market price of CEL-SCI's common stock. If the warrant
exercise price is adjusted, the number of shares of common stock issuable upon
the exercise of the warrant will be increased by the product of the number of
shares of common stock issuable upon the exercise of the warrant immediately
prior to the sale multiplied by the percentage determined by dividing the price
at which the shares were sold by the market price of CEL-SCI's common stock on
the date of sale.
18
However, neither the exercise price of the Series G or H warrants nor the
shares issuable upon the exercise of the Series G or H warrants will be adjusted
as the result of shares issued in connection with a Permitted Financing. A
Permitted Financing involves shares of common stock issued or sold:
o in connection with a merger or acquisition or a strategic partnership;
o upon the exercise of options or the issuance of common stock to CEL-SCI's
employees, officers, directors, consultants and vendors in accordance with
CEL-SCI's equity incentive policies;
o pursuant to the conversion or exercise of securities which were outstanding
prior to July 12, 2002 in the case of the Series G warrants and January 7,
2003 in the case of the Series H warrants;
o to key officers of CEL-SCI in lieu of their respective salaries.
In May 2003, CEL-SCI sold shares of its common stock plus Series I
warrants to a private investor, at prices equal to or above the then current
price of CEL-SCI's common stock. As of March 15, 2004 the Series I warrants
allowed the holder to purchase 1,100,000 shares of CEL-SCI's common stock at a
price of $0.47 per share at any time prior to May 30, 2008.
In September 2003, CEL-SCI entered into an equity line of credit agreement
with Rubicon Group Ltd. in order to establish a possible source of funding for
the development of CEL-SCI's technologies. As consideration for extending the
equity line of credit, CEL-SCI granted Rubicon Group warrants to purchase
395,726 shares of common stock at a price of $0.83 per share at any time prior
to September 16, 2008.
On December 1, 2003, CEL-SCI sold 2,999,964 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 and the sales agent
for a number of the investors received Series J warrants which, as of March 15,
2004, allowed the investors to purchase 991,003 shares of CEL-SCI's common stock
at a price of $1.32 per share at any time prior to December 1, 2006.
All of the private investors referred to above were accredited investors.
Transfer Agent
Computershare Trust Co., Inc., of Denver, Colorado, is the transfer agent
for CEL-SCI's common stock.
EXPERTS
The financial statements incorporated in this prospectus by reference from
CEL-SCI's Annual Report on Form 10-K/A for the year ended September 30, 2003,
have been audited by Deloitte & Touche LLP, independent auditors, as stated in
their report, which is incorporated herein by reference, and have been so
incorporated
19
in reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.
INDEMNIFICATION
CEL-SCI's bylaws authorize indemnification of a director, officer,
employee or agent of CEL-SCI against expenses incurred by him in connection with
any action, suit, or proceeding to which he is named a party by reason of his
having acted or served in such capacity, except for liabilities arising from his
own misconduct or negligence in performance of his duty. In addition, even a
director, officer, employee, or agent of CEL-SCI who was found liable for
misconduct or negligence in the performance of his duty may obtain such
indemnification if, in view of all the circumstances in the case, a court of
competent jurisdiction determines such person is fairly and reasonably entitled
to indemnification. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, or persons
controlling CEL-SCI pursuant to the foregoing provisions, CEL-SCI has been
informed 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.
ADDITIONAL INFORMATION
CEL-SCI is subject to the requirements of the Securities Exchange Act of
l934 and is required to file reports, proxy statements and other information
with the Securities and Exchange Commission. Copies of any such reports, proxy
statements and other information filed by CEL-SCI can be read and copied at the
Commission's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C.,
20549. The public may obtain information on the operation of the Public
Reference Room by calling the Commission at 1-800-SEC-0330. The Commission
maintains an Internet site that contains reports, proxy and information
statements, and other information regarding CEL-SCI. The address of that site is
http://www.sec.gov.
CEL-SCI will provide, without charge, to each person to whom a copy of
this prospectus is delivered, including any beneficial owner, upon the written
or oral request of such person, a copy of any or all of the documents
incorporated by reference below (other than exhibits to these documents, unless
the exhibits are specifically incorporated by reference into this prospectus).
Requests should be directed to:
CEL-SCI Corporation
8229 Boone Blvd., #802
Vienna, Virginia 22182
(703) 506-9460
The following documents filed with the Commission by CEL-SCI (Commission
File No. 0-11503) are incorporated by reference into this prospectus:
(1) CEL-SCI's Annual Report on Form 10-K for the fiscal year ended
September 30, 2003.
20
(2) CEL-SCI's Annual Report on Form 10-K/A for the fiscal year ended
September 30, 2003.
(3) CEL-SCI's Proxy Statement relating to its March 31, 2003
shareholders' meeting.
(4) CEL-SCI's report on Form 8-K filed on December 3, 2003.
(5) CEL-SCI's report on Form 10-Q for the three months ended December
31, 2003.
All documents filed with the Securities and Exchange 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 prospectus and prior to the termination of this offering shall
be deemed to be incorporated by reference into this prospectus and to be a part
of this prospectus 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 prospectus
to the extent that a statement contained in this prospectus or in any
subsequently filed document which also is or is deemed to be incorporated by
reference herein 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 prospectus.
Investors are entitled to rely upon information in this prospectus 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 prospectus.
CEL-SCI has filed with the Securities and Exchange Commission a
Registration Statement under the Securities Act of l933, as amended, with
respect to the securities offered by this prospectus. This prospectus does not
contain all of the information set forth in the Registration Statement. For
further information with respect to CEL-SCI and such securities, reference is
made to the Registration Statement and to the exhibits filed with the
Registration Statement. Statements contained in this prospectus as to the
contents of any contract or other documents are summaries which are not
necessarily complete, and in each instance reference is made to the copy of such
contract or other document filed as an exhibit to the Registration Statement,
each such statement being qualified in all respects by such reference. The
Registration Statement and related exhibits may also be examined at the
Commission's internet site.
No dealer salesman or other person has been authorized to give any
information or to make any representations, other than those contained in this
prospectus. Any information or representation not contained in this prospectus
must not be relied upon as having been authorized by CEL-SCI. This prospectus
does not constitute an offer to sell, or a solicitation of an offer to buy, the
securities offered hereby in any state or other jurisdiction to any person to
whom it is unlawful to make such offer or solicitation. Neither the delivery of
this prospectus nor any sale made hereunder shall, under any circumstances,
create an implication that there has been no change in the affairs of CEL-SCI
since the date of this prospectus.
21
TABLE OF CONTENTS
Page
Prospectus Summary .....................................................
Risk Factors ...........................................................
Comparative Share Data .................................................
Market for Cel-Sci's Common Stock .....................................
Selling Shareholders ..................................................
Description of Securities ............................................
Experts ..............................................................
Indemnification ......................................................
Additional Information ..............................................
Common stock
CEL-SCI CORPORATION
PROSPECTUS
PART II
Information Not Required in Prospectus
Item 14. Other Expenses of Issuance and Distribution
SEC Filing Fee $ 393
Blue Sky Fees and Expenses 100
Printing and Engraving Expenses 2,000
Legal Fees and Expenses 20,000
Accounting Fees and Expenses 10,000
Miscellaneous Expenses 2,507
--------
TOTAL $35,000
=======
All expenses other than the SEC filing fees are estimated.
Item 15. Indemnification of Officers and Directors.
-----------------------------------------
It is provided by Section 7-109-102 of the Colorado Revised Statutes and
CEL-SCI's Bylaws that CEL-SCI may indemnify any and all of its officers,
directors, employees or agents or former officers, directors, employees or
agents, against expenses actually and necessarily incurred by them, in
connection with the defense of any legal proceeding or threatened legal
proceeding, except as to matters in which such persons shall be determined to
not have acted in good faith and in the best interest of CEL-SCI.
Item 16. Exhibits
--------
3(a) Articles of Incorporation Incorporated
by reference to Exhibit 3(a) of
CEL-SCI's combined Registration
Statement on Form S-1 and Post-Effective
Amendment ("Registration Statement"),
Registration Nos. 2-85547-D and 33-7531.
(b)Amended Articles Incorporated by
reference to Exhibit 3(a) of CEL-SCI's
Registration Statement on Form S-1,
Registration Nos. 2-85547-D and 33-7531.
(c)Amended Articles
(Name change only) Filed as Exhibit 3(c) to CEL-SCI's
Registration Statement on Form S-1
Registration Statement (No. 33-34878).
(d) Bylaws Incorporated by reference to
Exhibit 3(b) of CEL-SCI's Registration
Statement on Form S-1, Registration Nos.
2-85547-D and 33-7531.
II-1
(a) Specimen copy of Incorporated by reference to Exhibit 4(a)
Stock Certificate of CEL-SCI's Registration Statement on
Form S-1 Registration Nos. 2-85547-D and
33-7531.
(b) Designation of Series E Incorporated by reference to Exhibit 4 to
Preferred Stock report on Form 8-K dated August 21, 2001.
5. Opinion of Counsel *
----------------------------------------
10(d) Employment Agreement with Incorporated by reference to Exhibit 10(d)
Maximilian de Clara to the Company's Registration Statement on
Form S-1 (Commission File #333-102639).
10(e) Employment Agreement with Incorporated by reference to Exhibit 10(e)
Geert Kersten to CEL-SCI's Registration Statement on
Form S-3 (Commission File No. 333-106879).
10(q) Common Stock Purchase Agreement Incorporated by reference to Exhibit 10(q)
with Paul Revere Capital to CEL-SCI'S Registration Statement on
Partners Ltd. Form S-1 (Commission File Number
333-59798).
10(r) Stock Purchase Warrant issued Incorporated by reference to Exhibit 10(r)
to Paul Revere Capital Partners CEL-SCI's Registration Statement on Form
Ltd. S-1 (Commission File Number 333-59798).
10(s) Securities Exchange Agreement Incorporated by reference to Exhibit 10.1
(together with Schedule to report on Form 8-K dated August 21,
required by Instruction 2 to 2001.
Item 601 Regulation S-K)
10(t) Form of Series E Warrant Incorporated by reference to Exhibit 10.2
to report on Form 8-K dated August 21,
2001.
10(u) Form of Secondary Warrant Incorporated by reference to Exhibit 10.3
to report on Form 8-K dated August 21,
2001.
10(v) Note and Warrant Purchase Incorporated by reference to Exhibit 10(v)
Agreement (together with to CEL-SCI's Registration Statement on
Schedule required by Form S-3 (Commission File Number 333-
Instruction 2 to Item 601 76396)
Regulation S-K) pertaining
to notes sold in December 2001
and January 2002
10(vi) Note and Warrant Purchase Incorporated by reference to Exhibit
Agreement (together with 10(vi) to CEL-SCI's Registration Statement
Schedule required by on Form S-3 (Commission File No. 333-
Instruction 2 to Item 601 97171)
Regulation S-K) pertaining
to Series G notes and warrants
II-2
10(vii) Note and Warrant Purchase Incorporated by reference to Exhibit 10
Agreement (together with to CEL-SCI's report on Form 8-K dated
Schedule required by January 14, 2003
Instruction 2 to Item 601
Regulation S-K) pertaining
to Series H notes and warrants
10(w) Master Production Agreement Incorporated by reference to Exhibit
between Company and Bio Science 10(w) to CEL-SCI's report on Form
Contract Production Corp. 10-K/A for year ended September 30, 2003.
10(x)Distribution and Royalty Agreement Incorporated by reference to Exhibit
with Eastern Biotech 10(x) to CEL-SCI's Registration
Statement on Form S-3 (Commission File
No. 333-106879).
10(y) Promissory Note payable to Incorporated by reference to Exhibit
Cambrex Bio Science, Inc., 10(y) to CEL-SCI's report on Form
together with Security 10-K/A for year ended September 30,
Agreement and amendments. 2003.
10(z) Development, Supply and Incorporated by reference to Exhibit
Distribution Agreement 10(z) to CEL-SCI's report on Form
between Company and Orient 10-K/A for year ended September 30,
Europharma Co., Ltd. 2003.
10(aa) Common Stock and Warrant Incorporated by eference to Exhibit 10
Purchase Agreement (together to CEL-SCI's report on Form 8-K dated
with Schedule required by December 1, 2003.
Instruction 2 to Item 601
Regulation S-K).
23(a) Consent of Hart & Trinen *
------------------------------
(b) Consent of Deloitte & Touche, LLP *
------------------------------
* Previously filed
Item 17. Undertakings.
------------
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;
II-3
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement, including
(but not limited to) any addition or deletion of a managing underwriter.
(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.
Insofar as indemnification for liabilities arising under the Securities
Act of l933 may be permitted to directors, officers and controlling persons of
the Registrant, 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 of 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.
II-4
POWER OF ATTORNEY
The registrant and each person whose signature appears below hereby
authorizes the agent for service named in this Registration Statement, with full
power to act alone, to file one or more amendments (including post-effective
amendments) to this Registration Statement, which amendments may make such
changes in this Registration Statement as such agent for service deems
appropriate, and the Registrant and each such person hereby appoints such agent
for service as attorney-in-fact, with full power to act alone, to execute in the
name and in behalf of the Registrant and any such person, individually and in
each capacity stated below, any such amendments to this Registration Statement.
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 the
requirements for filing on Form S-3/A and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Vienna, Commonwealth of Virginia, on the 29th day of
March 2004.
CEL-SCI CORPORATION
By: /s/ Maximilian de Clara
----------------------------
Maximilian de Clara, President
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.
Signature Title Date
/s/ Maximilian de Clara Director and Principal March 29, 2004
------------------------
Maximilian de Clara Executive Officer
/s/ Geert R. Kersten Director, Principal March 29, 2004
------------------------ Financial Officer
Geert R. Kersten and Chief Executive Officer
/s/ Alexander G. Esterhazy Director March 30, 2004
--------------------------
Alexander G. Esterhazy
/s/ C. Richard Kinsolving Director March 29, 2004
-------------------------
C. Richard Kinsolving, Ph.D.
/s/ Peter R. Young Director March 29, 2004
------------------------
Peter R. Young, Ph.D.
22
CEL-SCI CORPORATION
REGISTRATION STATEMENT ON
FORM S-3
EXHIBITS