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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): February 16, 2017
CEL-SCI CORPORATION
(Exact name of registrant as specified in its charter)
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Colorado
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001-11889
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84-0916344
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(State or other jurisdiction
of
incorporation)
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(Commission File No.)
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(IRS Employer Identification No.)
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8229 Boone Blvd.
#802
Vienna, VA 22182
(Address of principal
executive offices, including Zip Code)
Registrant’s telephone number,
including area code: (703) 506-9460
N/A
(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
February 16, 2017, CEL-SCI Corporation (“CEL-SCI”)
entered into a securities purchase agreement with institutional
investors whereby it sold 10,000,000 shares of its common stock for
aggregate gross proceeds of $1,000,000, or $0.10 per share, in a
registered direct offering. The closing of the offering is expected
to take place on or about February 23, 2017, subject to the
satisfaction of customary closing conditions.
In a
concurrent private placement, CEL-SCI sold to the purchasers of
CEL-SCI’s common stock referred to in Item 1.01 warrants
(Series GG) to purchase 10,000,000 shares of CEL-SCI’s common
stock. The warrants can be exercised at a price of $0.12 per share
at any commencing six months after the date of issuance and ending
five and a half years after the date of issuance. The warrants and
the shares of common stock issuable upon the exercise of the
warrants are being offered pursuant to the exemption provided in
Section 4(a)(2) under the Securities Act of 1933 and
Rule 506(b) promulgated thereunder.
Rodman & Renshaw, a unit
of H.C. Wainwright & Co. (the “Placement
Agent”), acted as the exclusive placement agent in connection
with the offering.
The net
proceeds to CEL-SCI from the transaction, after deducting the
placement agent’s fees and expenses and CEL-SCI’s
estimated offering expenses, are expected to be approximately
$830,000. CEL-SCI intends to use the net proceeds from the offering
for its clinical trials and general corporate purposes.
CEL-SCI has not yet determined the amount of net proceeds to be
used specifically for any of the foregoing purposes.
The
shares of common stock were offered and sold by CEL-SCI pursuant to
an effective shelf registration statement on Form S-3, which
was filed with the Securities and Exchange Commission (the
“SEC”) on July 1, 2015 and subsequently declared
effective on October 30, 2015 (File No. 333-205444) (the
“Registration Statement”), and the base prospectus
dated as of October 30, 2015 contained therein. CEL-SCI has filed a
prospectus supplement with the SEC in connection with the sale of
the common stock.
CEL-SCI
has agreed to pay the Placement Agent a cash commission of 7% of
the gross proceeds raised in the offering and to reimburse the
Placement Agent for certain expenses. CEL-SCI has also agreed to
issue 500,000 warrants to the Placement Agent (the “Agent
Warrants”) as part of its compensation. The Agent Warrants
may be exercised at any time on or after August 17, 2017 and on or
before February 16, 2022 at a price of $0.125 per share.
The Placement Agent also has a
twelve-month right of first offer period, indemnification and other
customary provisions for transactions of this
nature.
On
February 17, 2017, CEL-SCI issued a press release announcing that
it had commenced the offering. A copy of this press release is
attached as Exhibit 99.1.
The
engagement agreement we entered into with the Placement Agent, the
forms of the Securities Purchase Agreement and the Series GG
Warrant, and the Placement Agent Warrant are filed as exhibits to
this Current Report on Form 8-K. The foregoing summaries of
the terms of these documents are subject to, and qualified in their
entirety by, such documents, which are incorporated herein by
reference.
Item
3.02 Unregistered Sales of Equity
Securities
The
information contained above in Item 1.01 related to the Series GG
Warrants is hereby incorporated by reference into this Item
3.02.
Item
9.01 Financial Statements and
Exhibits.
(d)
Exhibits.
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Exhibit
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Description
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Engagement
Agreement, dated February 15, 2017, by and among CEL-SCI
Corporation and Rodman & Renshaw.
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Form of Warrant
(Series GG).
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Placement Agent
Warrant (Series FF).
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Opinion of Hart
& Hart, LLC.
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Securities Purchase
Agreement
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Consent of Hart
& Hart, LLC
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Press Release dated
February 17, 2017.
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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.
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CEL-SCI
CORPORATION
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Date:
February 21, 2017. |
By:
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/s/
Geert
Kersten
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Geert
Kersten |
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Chief Executive
Officer |
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