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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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<SEC-DOCUMENT>0001004878-10-000142.txt : 20100809
<SEC-HEADER>0001004878-10-000142.hdr.sgml : 20100809
<ACCEPTANCE-DATETIME>20100809164200
ACCESSION NUMBER: 0001004878-10-000142
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 4
CONFORMED PERIOD OF REPORT: 20100805
ITEM INFORMATION: Other Events
FILED AS OF DATE: 20100809
DATE AS OF CHANGE: 20100809
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: CEL SCI CORP
CENTRAL INDEX KEY: 0000725363
STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
IRS NUMBER: 840916344
STATE OF INCORPORATION: CO
FISCAL YEAR END: 0930
FILING VALUES:
FORM TYPE: 8-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-11889
FILM NUMBER: 101002118
BUSINESS ADDRESS:
STREET 1: 8229 BOONE BLVD .
STREET 2: SUITE 802
CITY: VIENNA
STATE: VA
ZIP: 22182
BUSINESS PHONE: 7035069460
MAIL ADDRESS:
STREET 1: 8229 BOONE BLVD.
STREET 2: SUITE 802
CITY: VIENNA
STATE: VA
ZIP: 22182
FORMER COMPANY:
FORMER CONFORMED NAME: INTERLEUKIN 2 INC
DATE OF NAME CHANGE: 19880317
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form8kitem8018-10.txt
<DESCRIPTION>FORM 8-K RE ITEM 8.01
<TEXT>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
placeCityWASHINGTON, StateD.C. PostalCode20549
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): August 3, 2010
CEL-SCI CORPORATION
--------------------------------------
(Exact name of Registrant as specified in its charter)
Colorado 0-11503 84-0916344
- -------------------------- -------------------- -----------------
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
8229 Boone Boulevard, Suite 802
Vienna, Virginia 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)
<PAGE>
Item 8.01 Other Events
In April 2007 CEL-SCI Corporation issued its Series M warrants to a group
of private investors. The Series M warrants collectively entitle the holders to
purchase up to 10,021,667 shares of CEL-SCI's common stock at a price of $2.00
per share. The Series M warrants expire on July 31, 2012.
Laksya Ventures is the owner of 8,800,000 Series M Warrants. On August 3,
2010 CEL-SCI's Directors approved an amendment to the terms of the Series M
warrants held by Laksya such that Laksya may purchase 6,000,000 shares of
CEL-SCI's common stock (as reduced from 8,800,000 shares) at a price of $0.60
per share.
In approving the amendment to Laksya's Series M warrants, CEL-SCI's
Directors determined that reducing the number of CEL-SCI's outstanding warrants
would be beneficial.
CEL-SCI will file with the Securities and Exchange Commission a prospectus
supplement to its shelf Registration Statement on Form S-3 registering the
shares issuable upon the exercise of the Series M warrants.
CEL-SCI will not pay any commissions with respect to the sale of any
securities offered by the prospectus supplement.
Item 9.01 Financial Statements and Exhibits
Exhibit Number Description
5 Opinion of Counsel
10(i) Warrant Modification Agreement
23(a) Consent of Attorneys
2
<PAGE>
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: August 9, 2010 CEL-SCI CORPORATION
By: /s/ Patricia B. Prichep
--------------------------------------
Patricia B. Prichep
Senior Vice President of Operations
3
<PAGE>
CEL-SCI CORPORATION
FORM 8-K
EXHIBITS
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>2
<FILENAME>form8kex58-10.txt
<DESCRIPTION>EXH 5
<TEXT>
EXHIBIT 5
<PAGE>
HART & TRINEN, LLP
ATTORNEYS AT LAW
1624 Washington Street
Denver, CO 80203
William T. Hart, P.C. ________ Email: harttrinen@aol.com
Donald T. Trinen Facsimile: (303) 839-5414
(303) 839-0061
- --
Will Hart
August 4, 2010
CEL-SCI Corporation
8229 Boone Boulevard, Suite 802
Vienna, Virginia 22182
This letter will constitute an opinion upon the legality of the sale by CEL-SCI
Corporation, a Colorado corporation ("CEL-SCI"), of up to 6,000,000 shares of
common stock issuable upon the exercise of its Series M warrants, all as
referred to in the Registration Statement on Form S-3 (File No. 333-160794)
filed by CEL-SCI with the Securities and Exchange Commission.
We have examined the Articles of Incorporation, the Bylaws and the minutes of
the Board of Directors of CEL-SCI and the applicable laws of the State of
placeStateColorado, and a copy of the Registration Statement. In our opinion,
CEL-SCI is authorized to issue the shares of common stock mentioned above and
such shares, when issued in accordance with the terms of the Series M warrants,
will be lawfully issued and will represent fully paid and non-assessable shares
of CEL-SCI's common stock.
Very truly yours,
HART & TRINEN
/s/ William T. Hart
William T. Hart
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>form8kex10i8-10.txt
<DESCRIPTION>EXH 10(I)
<TEXT>
EXHIBIT 10(i)
<PAGE>
WARRANT ADJUSTMENT AGREEMENT
THIS AGREEMENT, made this 28th day of July, 2010, by and between CEL-SCI
Corporation ("CEL-SCI"), and Laksya Ventures ("Laksya") is made for the purpose
of adjusting the terms of CEL-SCI's Series M warrants held by Laksya.
In consideration of the mutual promises, covenants, and representations
contained herein, THE PARTIES HERETO AGREE AS FOLLOWS:
ARTICLE I
ADJUSTMENT OF WARRANTS
The Parties agree that the Series M warrants held by Laksya are amended such
that Laksya may purchase 6,000,000 shares of CEL-SCI's common stock (as reduced
from 8,800,000 shares) at a price of $0.60 per share.
ARTICLE II
REPRESENTATIONS OF LAKSYA
Laksya has the right, power, and authority to enter into, and perform its
obligations under, this Agreement. The execution and delivery of this Agreement
by Laksya and the performance by Laksya of its obligations hereunder will not
cause, constitute, or conflict with or result in (a) any breach or violation or
any of the provisions of or constitute a default under any license, mortgage,
articles of organization, operating agreement or other agreement to which Laksya
is a party, or by which it may be bound, nor will any consents or authorizations
of any party other than those hereto be required; (b) an event that would permit
any party to any agreement to terminate it or to accelerate the maturity of any
indebtedness or other obligation of Laksya; or (c) an event that would result in
the creation or imposition or any lien, charge, or encumbrance on any asset of
Laksya or would create any obligation for which Laksya would be liable, except
as contemplated by this Agreement. Laksya has good and marketable title to the
Series M warrants.
ARTICLE III
REPRESENTATIONS OF CEL-SCI
CEL-SCI has the right, power, and authority to enter into, and perform its
obligations under, this Agreement. The execution and delivery of this Agreement
by CEL-SCI and the performance by CEL-SCI of its obligations hereunder will not
cause, constitute, or conflict with or result in (a) any breach or violation or
any of the provisions of or constitute a default under any license, mortgage,
articles of organization, operating agreement or other agreement to which
CEL-SCI is a party, or by which it may be bound, nor will any consents or
authorizations of any party other than those hereto be required; (b) an event
that would permit any party to any agreement to terminate it or to accelerate
the maturity of any indebtedness or other obligation of CEL-SCI; or (c) an event
that would result in the creation or imposition or any lien, charge, or
encumbrance on any asset of CEL-SCI or would create any obligation for which
CEL-SCI would be liable, except as contemplated by this Agreement.
<PAGE>
CEL-SCI CORPORATION
By: /s/ Geert R. Kersten
-----------------------------------
Geert R. Kersten, Chief Executive Officer
LAKSYA VENTURES
By: /s/ Neil Persh
-----------------------------------
Neil Persh, Authorized Officer
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>4
<FILENAME>form8kex238-10.txt
<DESCRIPTION>EXH. 23
<TEXT>
EXHIBIT 23
<PAGE>
CONSENT OF ATTORNEYS
Reference is made to the Registration Statement of CEL-SCI Corporation whereby
the Company proposes to sell shares of its common stock issuable upon the
exercise of its Series M warrants. Reference is also made to Exhibit 5 included
as part of this report, and included by reference as an exhibit to the
Registration Statement, relating to the validity of the securities proposed to
be sold.
We hereby consent to the use of our opinion concerning the validity of the
securities proposed to be issued and sold.
HART & TRINEN
/s/ William T. Hart
August 4, 2010
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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