UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): January 13, 2016
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 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 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 January 13, 2016 the Company sold 3,000,000 shares of its common stock
and 3,000,000 warrants to the de Clara Trust for $1,110,000. The de Clara Trust
is controlled by Geert Kersten, the Company's Chief Executive Officer and a
director. Each warrant allows the de Clara Trust to purchase one share of the
Company's common stock at a price of $0.37 per share at any time on or before
January 13, 2021.
The Company's directors have determined that the terms of the Series N
warrants held by the de Clara Trust will not be changed and will have the same
terms as were in existence prior to January 13, 2016.
Item 9.01 Financial Statements and Exhibits.
Exhibit Description
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5 Opinion of Hart & Hart, LLC
10(fff) Subscription Agreement
10(ggg) Form of Warrant (Series X)
23 Consent of Hart & Hart, LLC
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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: January 15, 2016 CEL-SCI CORPORATION
By: /s/ Patricia B. Prichep
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Patricia B. Prichep,
Senior Vice President of Operations