Blueprint
As filed with the Securities and Exchange Commission on _________,
2016
Registration No.
333-_____
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM S-8
REGISTRATION
STATEMENT
Under
the Securities Act of l933
CEL-SCI CORPORATION
(Exact
name of issuer as specified in its charter)
Colorado
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84-0916344
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(State or other
jurisdiction of incorporation or
organization)
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(I.R.S.
Employer Identification
No.)
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8229 Boone Blvd.,
Suite 802
Vienna,
Virginia
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22182
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(Address of
Principal Executive Offices)
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(Zip
Code)
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2016
Incentive Stock Option Plan
2016
Non-Qualified Stock Option Plan
2016 Stock Bonus
Plan
(Full
Title of Plan)
Geert
R. Kersten
CEL-SCI
Corporation
8229
Boone Blvd., Suite 802
Vienna, Virginia 22182
(Name
and address of agent for service)
(703) 506-9460
(Telephone number,
including area code, of agent for service)
Copies
of all communications, including all communications sent to agent
for service to:
William
T. Hart, Esq.
Hart
& Hart
l624
Washington Street
Denver,
Colorado 80203
(303)
839-0061
CALCULATION OF REGISTRATION FEE
Title
of securities to be registered
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Amount to be registered (1)
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Proposed maximum offering price per share
(2)
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Proposed maximum aggregate offering
price
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Amount of registration fee
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Common
Stock issuable pursuant to 2016 Incentive Stock Option
Plan
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1,500,000
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$0.29
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$435,000
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-
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Common
Stock issuable pursuant to 2016 Non-Qualified Stock Option
Plan
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2,000,000
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$0.29
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$580,000
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-
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Common
stock issuable pursuant to 2016 Stock Bonus Plan
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2,000,000
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$0.29
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$580,000
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-
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5,500,000
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$1,595,000
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$186
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(1) This
Registration Statement also covers such additional number of
shares, presently undeterminable, as may become issuable under the
Stock Option and Bonus Plans in the event of stock dividends, stock
splits, recapitalizations or other changes in the Company’s
common stock. The shares subject to this Registration Statement are
shares granted pursuant to the Company's Stock Option and Bonus
Plans all of which may be reoffered in accordance with the
provisions of Form S-8.
(2) Varied,
but not less than the fair market value on the date that the
options were or are granted. Pursuant to Rule 457(g), the proposed
maximum offering price per share and proposed maximum aggregate
offering price are based upon closing price of the Company's common
stock on October 3, 2016.
CEL-SCI
CORPORATION
Cross
Reference Sheet Required Pursuant to Rule 404
PART
I
INFORMATION
REQUIRED IN PROSPECTUS
(NOTE:
Pursuant to
instructions to Form S-8, the Prospectus described below is not
required to be filed with this Registration
Statement.)
Item No.
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Form S-8 Caption
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Caption in Prospectus
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1
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Plan Information
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(a)
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General Plan Information
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Stock Option and Bonus Plans
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(b)
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Securities to be Offered
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Stock Option and Bonus Plans
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(c)
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Employees who may Participate in
the Plan
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Stock Option and Bonus Plans
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(d)
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Purchase of Securities Pursuant to
the Plan and Payment for Securities
Offered
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Stock Option and Bonus Plans
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(e)
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Resale Restrictions
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Resale of Shares by Affiliates
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(f)
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Tax Effects of Plan Participation
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Stock Option and Bonus Plans
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(g)
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Investment of Funds
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Not Applicable.
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(h)
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Withdrawal from the Plan; Assignment
of Interest
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Other Information Regarding the Plans
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(i)
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Forfeitures and Penalties
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Other Information Regarding the Plans
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(j)
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Charges and Deductions and Liens Therefore
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Other Information Regarding the Plans
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2
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Registrant Information and Employee Plan
Annual Information
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Available Information, Documents Incorporated
by Reference
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PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item 3 - Incorporation of Documents by Reference
The
following documents filed with the Commission by CEL-SCI
(Commission File No. 001-11889) are incorporated by reference into
this prospectus:
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our Annual Report
on Form 10-K for the fiscal year ended September 30,
2015;
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our Quarterly
Reports on Form 10-Q for the three months ended December 31, 2015,
March 31, 2016 and June 30, 2016;
●
our Current Reports
on Form 8-K and 8-K/A filed with the SEC on January 14, 2016,
January 15, 2016, February 17, 2016, May 19, 2016, July 22, 2016,
August 24, 2016, September 2, 2016 and September 27,
2016;
●
our Definitive
Proxy Statement, which was filed with the SEC on June 9,
2016;
●
the description of
our common stock contained in our Registration Statement on Form
8-A filed with the SEC on July 2, 1996 and all amendments and
reports updating that description; and the description of our
Series S warrants contained in our Registration Statement on Form
8-A filed with the SEC on January 3, 2014 and all amendments and
reports updating that description.
All
documents filed with the 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 in this prospectus
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.
Item 4 - Description of Securities
Not
required.
Item 5 - Interests of Named Experts and Counsel
Not
Applicable.
Item 6 - Indemnification of Directors and Officers
The
Bylaws of the Company provide in substance that the Company shall
indemnify any person who was or is a party or is threatened to be
made a party to any threatened or completed action, suit or
proceeding, whether civil, criminal, administrative, or
investigative by reason of the fact that such person is or was a
director, officer, employee, fiduciary or agent of the Company, or
is or was serving at the request of the Company as a director,
officer, employee, fiduciary or agent of another corporation,
partnership, joint venture, trust or other enterprise, against
expenses (including attorney's fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by such person
to the full extent permitted by the laws of the state of Colorado;
and that expenses incurred in defending any such civil or criminal
action, suit or proceeding may be paid by the Company in advance of
the final disposition of such action, suit or proceeding as
authorized by the Board of Directors in the specific case upon
receipt of an undertaking by or on behalf of such director, officer
or employee to repay such amount to the Company unless it shall
ultimately be determined that such person is entitled to be
indemnified by the Company as authorized in the
Bylaws.
Item 7 – Exemption for Registration Claimed
With
respect to any restricted securities reoffered or resold pursuant
to this registration statement, the Company relied upon the
exemption provided by Section 4(a)(2) of the Securities Act of 1933
in connection with the sale of these securities. The persons who
acquired these securities were sophisticated investors and were
provided full information regarding the Company’s business
and operations. There was no general solicitation in connection
with the offer or sale of these securities. The persons who
acquired the securities acquired them for their own
accounts.
Item 8 - Exhibits
4 -
Instruments Defining Rights of Security
Holders
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(a) - Common
Stock
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Incorporated by
reference to Exhibit 4(a) of the Company's Registration Statements
on Form S-l, File Nos. 2-85547-D and 33-7531.
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(b) - 2016
Incentive Stock Option Plan
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(c) - 2016
Non-Qualified Stock Option Plan
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(d) – 2016
Stock Bonus Plan
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5 - Opinion
Regarding Legality
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l5 - Letter
Regarding Unaudited Interim Financial
Information
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None
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23 - Consent of
Independent Public Accountants and
Attorneys
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24
- Power of Attorney
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Included in the
signature page of this Registration Statement
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99
- Additional Exhibits (Re-Offer
Prospectus)
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Item 9 - Undertakings
(a)
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; and
(iii)
to
include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change in such information in the registration
statement;
Provided, however,
that paragraphs (a)(l)(i) and (a)(l)(ii) will not apply if the
information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section l3 or Section l5(d) of the
Securities Act of l934.
(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.
(b)
The
undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of l933, each
filing of the registrant's Annual Report pursuant to Section l3(a)
or Section l5(d) of the Securities Exchange Act of l934 (and, where
applicable, each filing of any employee benefit plan's annual
report pursuant to Section l5(d) of the Securities Exchange Act of
l934) that is incorporated by reference in the registration
statement 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.
(c)
Insofar
as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, 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 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.
POWER OF ATTORNEY
KNOW
ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes
and appoints Geert R. Kersten, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for
him and in his name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all
exhibits thereto, and all other documents in connection therewith,
with the Securities and Exchange Commission granting unto said
attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be
done, as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitutes or substitute may
lawfully do or cause to be done by virtue hereof.
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 of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Vienna, State of
Virginia, on October 7, 2016.
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CEL-SCI
CORPORATION
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By:
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/s/
Geert
R. Kersten
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Geert R. Kersten,
Chief Executive Officer |
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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
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Title
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Date
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/s/
Geert
R. Kersten
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Director,
Principal Executive,
Financial and Accounting
Officer
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October
7, 2016 |
Geert R.
Kersten
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/s/
Alexander G.
Esterhazy
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Director
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October
7, 2016 |
Alexander G.
Esterhazy |
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/s/
Peter
R. Young
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Director
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October
7, 2016 |
Peter R. Young,
Ph.D. |
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/s/ Bruno
Baillavoine |
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Director
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October 7,
2016 |
Bruno
Baillavoine |
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