8-K 1 new8k7-09.txt UNITED STATES 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): July 1, 2009 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) Item 1.01 Entry Into a Material Definitive Agreement On July 1, 2009 CEL-SCI Corporation sold 486,244 shares of its common stock to a group of private investors for $194,497 or $0.40 per share. The investors also received warrants which entitle the investors to purchase 325,783 shares of CEL-SCI's common stock. The warrants may be exercised at any time on or after December 24, 2009 and on or prior to December 24, 2014 at a price of $0.50 per share. 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 and warrants sold to the private investors. Item 9.01 Financial Statements and Exhibits Exhibit Number Description -------------- ----------- 10(j) Securities Purchase Agreement 10(k) Form of Warrant 2 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: July 2, 2009. CEL-SCI CORPORATION By: /s/ Geert R. Kersten --------------------------------- Geert R. Kersten, Chief Executive Officer 3 CEL-SCI CORPORATION FORM 8-K EXHIBITS