Blueprint
 

FORM 10-K/A
(Amendment No.1)
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
 
(X)  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended September 30, 2016.
 
OR
 
(  ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from _________ to __________.
 
Commission file number 1-11889
 
CEL-SCI CORPORATION
(Exact name of registrant as specified in its charter)
 
COLORADO
 
84-0916344 
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
 
 
8229 Boone Blvd., Suite 802
 
 
Vienna, Virginia
 
22182
(Address of principal executive offices)
 
(Zip Code)
 
Registrant's telephone number, including area code: (703) 506-9460
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
 
Common Stock, $.01 par value
Series S Warrants
(Title of Class)
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  [  ]
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. [  ]
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes [X]      No [   ]
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).                          Yes  [X] No  [ ]
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein,  and will not be contained,  to the best of Registrant's  knowledge,  in definitive proxy or information  statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer  [ ]                                                                                                      Accelerated filer  [ X]
 
Non-accelerated filer  [ ]   (Do not check if a smaller reporting company)                           Smaller reporting company  [ ]
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):  [  ] Yes   [X] No
 
The aggregate market value of the voting stock held by non-affiliates of the Registrant, based upon the closing sale price of the registrant’s common stock on March 31, 2016, as quoted on the NYSE MKT, was $60,807,407.
 
As of December 9, 2016, the Registrant had 188,724,407 issued and outstanding shares of common stock.
 
Documents Incorporated by Reference:   None

 
 
 
Explanatory Note
 
The purpose of the Amendment No. 1 on Form 10–K/A to CEL-SCI CORPORATION’s annual report of Form 10–K for the year ended September 30, 2016, filed with the Securities and Exchange Commission on December 14, 2016 (the “Form 10–K”), is solely to furnish Exhibit 101 to the Form 10–K in accordance with Rule 405 of Regulation S–T.
 
No other changes have been made to the Form 10–K. This Amendment No. 1 speaks as of the original filing date of the Form 10–K, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the original Form 10–K.
 
 
 
 
 
 
 
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 
See the Financial Statements attached to this Report.
 
Exhibits
 
 
 
 
 
3(a)
Articles of Incorporation
Incorporated by reference to Exhibit 3(a) of CEL-SCI's combined Registration Statement on Form S-1 and Post-Effective Amendment ("Registration Statement"), Registration Nos. 2-85547-D and 33-7531.
 
 
 
3(b)
Amended Articles
Incorporated by reference to Exhibit 3(a) of CEL-SCI's Registration Statement on Form S-1, Registration Nos. 2-85547-D and 33-7531.
 
 
 
3(c)
Amended Articles (Name change only)
Filed as Exhibit 3(c) to CEL-SCI's Registration Statement on Form S-1 Registration Statement (No. 33-34878).
 
 
 
3(d)
Bylaws
Incorporated by reference to Exhibit 3(b) of CEL-SCI's Registration Statement on Form S-1, Registration Nos. 2-85547-D and 33-7531.
 
 
 
3(e)
Amended Bylaws
Incorporated by reference to Exhibit 3(ii) of CEL-SCI’s report on Form 8-K dated March 16, 2015.
 
 
 
4
Shareholders Rights Agreement, as Amended
Incorporated by reference to Exhibit 4 filed with CEL-SCI’s 10-K report for the year ended September 30, 2015.
 
 
 
4(b)
Incentive Stock Option Plan
Incorporated by reference to Exhibit 4 (b) filed on September 25, 2012 with the Company’s registration statement on Form S¬8 (File number 333-184092.
 
 
 
4(c)
Non-Qualified Stock Option Plan
Incorporated by reference to Exhibit 4 (b) filed on August 19, 2014 with the Company’s registration statement on Form S¬8 (File number 333-198244).
 
 
 
4(d)
Stock Bonus Plan
Incorporated by reference to Exhibit 4 (d) filed on September 25, 2012 with the Company’s registration statement on Form S¬8 (File number 333-184092.
 
 
 
4(e)
Stock Compensation Plan
Incorporated by reference to Exhibit 4 (e) filed on September 25, 2012 with the Company’s registration statement on Form S¬8 (File number 333-184092.
 
 
 
4(f)
2014 Incentive Stock Bonus Plan
Filed with this Amendment No. 2 to the Company’s annual report on Form 10-K for the year ended September 30, 2014.
 
 
 
 
10(f)
Securities Purchase Agreement (together with schedule required by Instruction 2 to Item 601 of Regulation S-K) pertaining to Series K notes and warrants, together with the exhibits to the Securities Purchase Agreement
Incorporated by reference to Exhibit 10 to CEL-SCI’s report on Form 8-K dated August 4, 2006.
 
 
 
10(g)
Subscription Agreement (together with Schedule required by Instruction 2 toItem 601 of Regulation S-K) pertaining to April 2007 sale of 20,000,000 shares of CEL-SCI’s common stock, 10,000,000 Series L warrants and 10,000,000 Series M Warrants
Incorporated by reference to Exhibit 10 of CEL-SCI’s report on Form 8-K dated April 18, 2007
 
 
 
10(h)
Warrant Adjustment Agreement with Laksya Ventures
Incorporated by reference to Exhibit 10(i) of CEL-SCI’s report on Form 8-K dated August 3, 2010
 
 
 
10(l)
First Amendment to Development Supply and Distribution Agreement with Orient Europharma.
Incorporated by reference to Exhibit 10(m) filed with CEL-SCI’s 10-K report for the year ended September 30, 2010.
 
 
 
10(m)
Exclusive License and Distribution Agreement with Teva Pharmaceutical Industries Ltd.
Incorporated by reference to Exhibit 10(n) filed with CEL-SCI’s 10-K report for the year ended September 30, 2010.
 
 
 
10(n)
Lease Agreement
Incorporated by reference to Exhibit 10(o) filed with CEL-SCI’s 10-K report for the year ended September 30, 2010.
 
 
 
10(o)
Promissory Note with Maximilian de Clara, together with Amendments 1 and 2
Incorporated by reference to Exhibit 10(p) filed with CEL-SCI’s 10-K report for the year ended September 30, 2010.
 
 
 
10(p)
Licensing Agreement with Byron Biopharma
Incorporated by reference to Exhibit 10(i) of CEL-SCI’s report on Form 8-K dated March 27, 2009
 
 
 
10(z)
Development, Supply and Distribution Agreement with Orient Europharma
Incorporated by reference to Exhibit 10(z) filed with CEL-SCI’s report on Form 10-K for the year ended September 30, 2003.
 
 
 
10(aa)
Securities Purchase Agreement and form of the Series F warrants, which is and exhibit to the Securities Purchase Agreement
Incorporated by reference to Exhibit 10(aa) of CEL-SCI’s report on Form 8-K dated October 3, 2011.
 
 
 
10(bb)
Placement Agent Agreement
Incorporated by reference to Exhibit 10(bb) of CEL-SCI’s report on Form 8-K dated October 3, 2011.
 
 
 
10(cc)
Securities  Purchase Agreement,  together with  the form of the Series H warrant, which is an exhibit to the securities Purchase Agreement
Incorporated by reference to Exhibit 10(cc) of CEL-SCI’s report on Form 8-K dated January 25, 2012.
 
 
 
10(dd)
Placement Agent Agreement
Incorporated by reference to Exhibit 10(dd) of CEL-SCI’s report on Form 8-K dated January 25, 2012.
 
 
 
 
 
 
 
10(ee)
Warrant Amendment Agreement, together with the form of the Series P warrant, which is an exhibit to the Warrant Amendment Agreement
Incorporated by reference to Exhibit 10(ee) of CEL-SCI’s report on Form 8-K dated February 10, 2012.
 
 
 
10(ff)
Placement Agent Agreement
Incorporated by reference to Exhibit 10(ff) of CEL-SCI’s report on Form 8-K dated February 10, 2012.
 
 
 
10(gg)
Securities  Purchase  Agreement  and the form of the  Series Q   warrant,  which is an  exhibit to the Securities Purchase Agreement
Incorporated by reference to Exhibit 10(gg) of CEL-SCI’s report on Form 8-K dated June 18, 2012.
 
 
 
10(hh)
Placement Agent Agreement
Incorporated by reference to Exhibit 10(hh) of CEL-SCI’s report on Form 8-K dated June 18, 2012.
 
 
 
10 (ii)
Securities  Purchase  Agreement  and the form of the  Series R   warrant,  which is an  exhibit to the Securities Purchase Agreement
Incorporated by reference to Exhibit 10(ii) of CEL-SCI’s report on Form 8-K dated December 5, 2012.
 
 
 
10 (jj)
Placement Agent Agreement
Incorporated by reference to Exhibit 10(jj)  of CEL-SCI’s report on Form 8-K dated December 5, 2012.
 
 
 
10 (nn)
Underwriting Agreement, together with the form of Series S warrant which is an exhibit to the underwriting agreement
Incorporated by reference to Exhibit 1.1 of CEL-SCI’s report on Form 8-K dated October 8, 2013.
 
 
 
 
10 (oo)
Underwriting Agreement, together with the form of Series S warrant which is an exhibit to the underwriting agreement
Incorporated by reference to Exhibit 1.1 of CEL-SCI’s report on Form 8-K dated December 19, 2013.
 
 
 
10 (pp)
Underwriting Agreement, together with the form of Series T warrant which is an exhibit to the warrant agent agreement
Incorporated by reference to Exhibit 1.1 of CEL-SCI’s report on Form 8-K dated April 15, 2014.
 
 
 
 
10 (qq)
Underwriting Agreement, together with the form of Series S warrant which is an exhibit to the warrant agent agreement
Incorporated by reference to Exhibit 1.1 of CEL-SCI’s report on Form 8-K dated October 23, 2014.
 
 
 
10 (rr)
Assignment and Assumption Agreement with Teva Pharmaceutical Industries, Ltd. and GCP Clinical Studies, Ltd.
Incorporated by reference to Exhibit 10(rr) of CEL-SCI’s report on Form 10-K/A report for the year ended September 30, 2014 dated April 17, 2015.
 
 
 
10 (ss)
Service Agreement with GCP Clinical Studies, Ltd., together with Amendment 1 thereto*
Incorporated by reference to Exhibit 10(ss) of CEL-SCI’s first amendment to its Form 10-K report for the year ended September 30, 2014 dated April 17, 2015.
 
 
 
10 (tt)
Joinder Agreement with PLIVA Hrvatska d.o.o.
Incorporated by reference to Exhibit 10(tt) of CEL-SCI’s first amendment to its Form 10-K report for the year ended September 30, 2014 dated April 17, 2015.
 
 
 
10 (uu)
Master Service Agreement with Ergomed Clinical Research, Ltd.,  and Clinical Trial Orders thereunder
Incorporated by reference to Exhibit 10(uu) of CEL-SCI’s first amendment to its Form 10-K report for the year ended September 30, 2014 dated April 17, 2015.
 
 
 
 
 
 
 
10 (vv)
Co-Development and Revenue Sharing Agreement with Ergomed Clinical Research Ltd., dated April 19, 2013, as amended
Incorporated by reference to Exhibit 10(vv) of CEL-SCI’s first amendment to its Form 10-K report for the year ended September 30, 2014 dated April 17, 2015.
 
 
 
10 (ww)
Co-Development and Revenue Sharing Agreement II:  Cervical Intraepithelial Neoplasia in HIV/HPV co-infected women, with Ergomed Clinical Research Ltd., dated October 10, 2013, as amended
Incorporated by reference to Exhibit 10(ww) of CEL- first amendment to its Form 10-K report for the year ended September 30, 2014 dated April 17, 2015.
 
 
 
10 (xx)
Co-Development and Revenue Sharing Agreement III: Anal warts and anal intraepithelial neoplasia in HIV/HPV co-infected patients, with Ergomed Clinical Research Ltd., dated October 24, 2013
Incorporated by reference to Exhibit 10(xx) of CEL-SCI’s first amendment to its Form 10-K report for the year ended September 30, 2014 dated April 17, 2015.
 
 
 
10 (yy)
Master Services Agreement with Aptiv Solutions, Inc.
Incorporated by reference to Exhibit 10(yy) of CEL-SCI’s first amendment to its Form 10-K report for the year ended September 30, 2014 dated April 17, 2015.
 
 
 
10 (zz)
Project Agreement Number 1 with Aptiv Solutions, Inc. together with Amendments 1 and 2 thereto*
Incorporated by reference to Exhibit 10(zz) of CEL-SCI’s first amendment to its Form 10-K report for the year ended September 30, 2014 dated April 17, 2015.
 
 
 
10 (aaa)
Second Amendment to Development Supply and Distribution Agreement with Orient Europharma
Incorporated by reference to Exhibit 10(aaa) of CEL-SCI’s first amendment to its Form 10-K report for the year ended September 30, 2014 dated April 17, 2015.
 
 
 
10 (bbb)
Amended and Restated Promissory Note with Maximilian de Clara
Incorporated by reference to Exhibit 10(bbb) of CEL-SCI’s report on Form 10-K/A report for the year ended September 30, 2014 dated April 17, 2015.
 
 
 
 
10 (ccc)
Placement Agent Agreement dated May 22,
2015 by and among CEL-SCI Corporation and Dawson James Securities, Inc.
Incorporated by reference to Exhibit 1.1 of CEL-SCI’s report on Form 8-K filed on May 26, 2015.
 
 
 
10 (ddd)
Warrant Agent Agreement (as amended),
Series V warrants
Incorporated by reference to Exhibit 10 (ccc) of CEL-SCI’s report on Form 8-K filed on May 29, 2015.
 
 
 
10 (eee)
Assignment of Proceeds and Investment Agreement between CEL-SCI Corporation and Lake Whillans Vehicle 1.
Incorporated by reference to Exhibit 10 (ddd) of CEL-SCI’s report on Form 8-K filed on October 16, 2015.
 
 
 
10 (fff)
Placement Agent Agreement dated October 22, 2015 by and among CEL-SCI Corporation and Dawson James Securities, Inc.
Incorporated by reference to Exhibit 1.1 of CEL-SCI’s report on Form 8-K filed on October 23, 2015.
 
 
 
10 (ggg)
Warrant Agent Agreement, Series W warrants
Incorporated by reference to Exhibit 10 (eee) of CEL-SCI’s report on Form 8-K filed on October 23, 2015.
 
 
 
 
 
 
 
10 (iii)
Amendment to Co-Development and Revenue
Sharing Agreement with Ergomed Clinical
Research, Ltd., dated September 15, 2015
Incorporated by reference to Exhibit 10 (iii) filed with CEL-SCI’s 10-K report for the year ended September 30, 2015.
 
 
 
10 (jjj)
Securities Purchase Agreement
Incorporated by reference to Exhibit 10(jjj) of CEL-SCI’s report on Form 8-K dated May 19, 2016.
 
 
 
10 (kkk)
Securities Purchase Agreement
Incorporated by reference to Exhibit 10(kkk) of CEL-SCI’s report on Form 8-K dated August 24, 2016.
 
 
 
10 (lll)
Termination Agreement with Maximilian de Clara
Incorporated by reference to Exhibit 10(lll) of CEL-SCI’s report on Form 8-K dated September 2, 2016.
 
 
 
10 (mmm)
Employment Agreement with Geert Kersten (2016-2019)
Incorporated by reference to Exhibit 10(mmm) of CEL-SCI’s report on Form 8-K dated September 2, 2016.
 
 
 
10 (nnn)
Employment Agreement with Patricia Prichep (2016-2019)
Incorporated by reference to Exhibit 10(nnn) of CEL-SCI’s report on Form 8-K dated September 2, 2016.
 
 
 
10 (000)
Employment Agreement with Eyal Taylor (2016-2019)
Incorporated by reference to Exhibit 10(ooo) of CEL-SCI’s report on Form 8-K dated September 2, 2016.
 
 
 
23.1
Consent of BDO USA, LLP
 
 
 
 
31
Rule 13a-14(a) Certifications
 
 
 
 
32
Section 1350 Certifications
 
 
101.INS
XBRL Instance Document.**
101.SCH
XBRL Taxonomy Extension Schema Document.**
101.CAL
XBRL Taxonomy Calculation Linkbase Document.**
101.LAB
XBRL Taxonomy Label Linkbase Document.**
101.PRE
XBRL Taxonomy Presentation Linkbase Document.**
101.DEF
XBRL Taxonomy
 
* 
Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the Commission under Rule 24b-2 of the Securities Exchange Act of 1934. The omitted confidential material has been filed separately with the Commission. The location of the omitted confidential information is indicated in the exhibit with asterisks (*)
 
 
 
 
SIGNATURES
 
In accordance with Section 13 or 15(a) of the Securities Exchange Act of 1934, the Registrant has caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized on the 15th day of December 2016.
 
 
CEL-SCI CORPORATION
 
 
 
 
 
 
By:
/s/ Geert R. Kersten
 
 
 
Geert R. Kersten, Chief Executive Officer
 
 
 
 
 
 
 
 
 
 
Pursuant to the requirements of the Securities Act of l934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
 
Signature
Title
Date
 
 
 
 
 
 
/s/ Geert R. Kersten
Chief Executive, Principal
 
Geert R. Kersten
Accounting, Principal Financial
 
 
Officer and a Director
December 15, 2016
 
 
 
 
 
 
/s/ Alexander G. Esterhazy
Director
December 15, 2016
Alexander G. Esterhazy
 
 
 
 
 
 
 
 
/s/Peter R. Young
Director
December 15, 2016
Dr. Peter R. Young
 
 
 
 
 
 
 
 
/s/ Bruno Baillavoine
Director
December 15, 2016