UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 22, 2015
CEL-SCI CORPORATION
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(Exact name of registrant as specified in its charter)
Colorado 001-11889 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
N/A
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(Former name or former address if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-14c))
Item 1.01 Entry Into a Material Definitive Agreement.
On May 22, 2015, CEL-SCI Corporation (the "Company") and Dawson James
Securities, Inc. entered into a Placement Agent Agreement (the "Placement Agent
Agreement") whereby the Company will issue and sell, on a best efforts basis, up
to 20,253,164 shares of the Company's common stock, as well as warrants to
purchase up to an additional 20,253,164 shares of common stock. Each share of
common stock is being sold together with a warrant for the combined purchase
price of $0.79, minus placement agent commissions. The common stock and warrants
will separate immediately. The warrants are immediately exercisable and expire
on May 28, 2020. Each warrant entitles the holder to purchase one share of the
Company's common stock at a price of $0.79 per share. No market exists for the
warrants and a market for the warrants is not expected to develop. The offering
is expected to close on or about May 28, 2015, subject to customary closing
conditions.
The net proceeds from the offering, assuming all shares and warrants
offered are sold, are expected to be approximately $14,780,000, after deducting
the placement agent commissions and estimated expenses payable by the Company.
The Placement Agent Agreement contains customary representations,
warranties, and agreements by the Company, and customary conditions to closing,
indemnification obligations of the Company and the Placement Agent, including
for liabilities under the Securities Act of 1933, as amended, other obligations
of the parties, and termination provisions. The representations, warranties and
covenants contained in the Placement Agent Agreement were made only for purposes
of such agreement and as of specific dates, were solely for the benefit of the
parties to such agreement, and may be subject to limitations agreed upon by the
contracting parties. These representations, warranties and covenants are not
factual information to investors about the Company.
The offering is being made pursuant to the Registration Statement and
Prospectus Supplement discussed below under Item 8.01. The Placement Agent
Agreement is filed as Exhibit 1.1 to this Current Report, and the description of
the terms of the Placement Agent Agreement is qualified in its entirety by
reference to such exhibit. A copy of the opinion of Hart & Hart, LLC relating to
the legality of the issuance and sale of the shares and warrants (and shares
underlying such warrants) in the offering is attached as Exhibit 5 hereto.
On May 21, 2015, the Company issued a press release announcing that it had
commenced the offering. A copy of this press release is attached as Exhibit
99.1. May 22, 2015, the Company issued a press release announcing that it had
priced the offering. A copy of the press release is attached as Exhibit 99.2.
Item 8.01 Other Events.
On May 22, 2015, the Company filed with the Securities Exchange Commission
(the "Commission") a prospectus supplement (the "Prospectus Supplement") to the
prospectus (the "Prospectus") included as part of the Company's registration
statement on Form S-3 declared effective by the Commission on July 8, 2014 (File
No. 333-196243) (the "Registration Statement"), pursuant to which the Company
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will sell up to 20,253,164 shares of the Company's common stock, as well as
warrants to purchase up to an additional 20,253,164 shares of common stock.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Description
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1.1 Placement Agent Agreement dated May 22, 2015, by and among CEL-SCI
Corporation and Dawson James Securities, Inc.
5 Opinion of Hart & Hart, LLC
10(ccc) Form of Warrant Agent Agreement
23 Consent of Hart & Hart, LLC
99.1 Press Release dated May 21, 2015.
99.2 Press Release dated May 22, 2015.
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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: May 22, 2015
CEL-SCI CORPORATION
By: /s/ Geert R. Kersten
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Geert R. Kersten
Chief Executive Officer