UNITED STATES
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): June 18, 2012
CEL-SCI CORPORATION
---------------------------------------
(Exact name of Registrant as specified in its charter)
Colorado 01-11889 84-0916344
---------------------------- -------------------- ---------------------
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
8229 Boone Boulevard, Suite 802
Vienna, Virginia 22182
----------------------------------------------------
(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (703) 506-9460
--------------
N/A
-------------------------------
(Former name or former address if changed since last report)
Item 1.01 Entry Into a Material Definitive Agreement
On June 18, 2012 CEL-SCI Corporation sold 16,000,000 shares of its common
stock for $5,600,000, or $0.35 per share, in a registered direct offering. The
investors in this offering also received Series Q warrants which entitle the
investors to purchase up to 12,000,000 shares of CEL-SCI's common stock. The
Series Q warrants may be exercised at any time on or after December 22, 2012 and
on or before December 22, 2015 at a price of $0.50 per share.
CEL-SCI has agreed to pay Chardan Capital Markets, LLC, the placement agent
for this offering, a cash commission of $448,000.
CEL-SCI has filed with the Securities and Exchange Commission a prospectus
supplement to its shelf Registration Statement on Form S-3 registering the
shares of common stock and warrants sold in this offering.
The transaction closed on June 21, 2012. CEL-SCI received approximately
$5,130,000 from the sale of the securities described above, after deductions for
the placement agent's commissions and offering expenses.
Item 9.01 Financial Statements and Exhibits
Exhibit Number Description
-------------- -----------
5 Opinion of Counsel
10(gg) Securities Purchase Agreement and the form of
the Series Q warrant, which is an exhibit to
the Securities Purchase Agreement.
10(hh) Placement Agent Agreement
23(a) Consent of Attorneys
2
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: June 21, 2012 CEL-SCI CORPORATION
By: /s/ Geert R. Kersten
----------------------------------
Geert R. Kersten, Chief Executive
Officer
3