8-K 1 may04form8k.txt 3 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): May 4, 2004 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 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) Item 5. Other Events and Regulation FD Disclosure On May 4, 2003, CEL-SCI sold 6,402,435 shares of its common stock to a private investor for $5,250,000 or $0.82 per share. As part of this transaction, Wachovia Capital Markets, LLC, the placement agent in the offering, received from CEL-SCI a cash commission of $315,000, or 6% of the gross offering price for the shares sold, as well as warrants to purchase 76,642 shares of CEL-SCI's common stock at a price of $1.37 per share at any time prior to May 4, 2009. CEL-SCI also paid certain legal fees and other expenses incurred by the placement agent which are estimated to be $75,000. CEL-SCI has filed with the Securities and Exchange Commission a prospectus supplement to its shelf registration statement on Form S-3 registering the shares of common stock sold to the private investor. Item 7. Financial Statements and Exhibits Exhibit Number Description 5 Opinion of Counsel 10(bb) Placement Agent Agreement Placement Agent Warrant 10(cc) Securities Purchase Agreement 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: May 4, 2004 CEL-SCI CORPORATION By: /s/ Geert R. Kersten ---------------------------------------- Geert R. Kersten, Chief Executive Officer CEL-SCI CORPORATION FORM 8-K EXHIBITS