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): October 12, 2015
CEL-SCI CORPORATION
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(Exact name of Registrant as specified in its charter)
Colorado 01-11889 84-0916344
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
8229 Boone Boulevard, Suite 802
Vienna, Virginia 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 appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below)
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
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-14(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On October 12, 2015 the Company signed a funding agreement (the
"Agreement") with a company established by Lake Whillans Litigation Finance,
LLC, a firm specializing in funding litigation expenses. Pursuant to the
Agreement, Lake Whillans Vehicle I, LLC will provide the Company with up to
$5,000,000 in funding for litigation expenses to support its $50,000,000
arbitration claims against its former clinical research organization inVentiv
Health Clinical, LLC (f/k/a PharmaNet LLC and PharmaNet GmbH (f/k/a PharmaNet
AG). The funding will be available to the Company if and when needed to fund the
expenses of the ongoing arbitration and will only be repaid when the Company
receives proceeds from the arbitration.
In return for providing the funding for the litigation expenses, Lake
Whillans will receive:
(i) the repayment of all funds disbursed by Lake Whillans pursuant to the
Agreement;
(ii) $5,000,000; and
(iii) fifteen percent (15%) of the Net Proceeds;
provided, however, that in the event the Company settles all of its claims
against inVentiv on or prior to November 26, 2015, Lake Whillans will receive:
(i) the repayment of all funds disbursed by Lake Whillans pursuant to the
Agreement, plus
(ii) the greater of 10% of the Proceeds or $2,500,000.
For purpose of the Agreement:
"Proceeds" means all monetary awards, damages, fees, recoveries, judgements
or other property or value recovered by or on behalf of the Company in
connection with the arbitration.
"Net Proceeds" means the Proceeds minus the sum of (i) the funds disbursed
by Lake Whillan pursuant to the Agreement, and (ii) $5,000,000.
The foregoing summary of the Agreement is qualified in all respects to the
Agreement itself which is filed as an exhibit to this report.
The hearing on the Company claims against inVentiv is scheduled to begin on
March 1, 2016.
Item 9.01 Financial Statements Exhibits.
Number Description
10 (ddd) Assignment of Proceeds and Investment Agreement
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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: October 16, 2015
CEL-SCI CORPORATION
By:/s/ Patricia B. Prichep
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Patricia B. Prichep,
Senior Vice President of Operations
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