8-K 1 chardandeal8k820-09.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): August 20, 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 August 20, 2009 CEL-SCI Corporation sold 9,701,000 shares of its common stock to a group of private investors for $4,365,450 or $0.45 per share. The investors also received warrants which entitle the investors to purchase 4,850,500 shares of CEL-SCI's common stock. The warrants may be exercised at any time on or after February 20, 2010 and on or prior to August 20, 2014 at a price of $0.55 per share. The closing of the transaction is expected to close on August 25, 2009. CEL-SCI has agreed to pay Chardan Capital Markets, LLC, the placement agent for this offering, a cash commission of $218,272. 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 5 Opinion of Counsel 10(l) Securities Purchase Agreement (together with schedule required by Instruction 2 to Item 601 of Regulation S-K), together with the following exhibits to the Securities Purchase Agreement. A. Form of Warrant 23(a) Consent of Attorneys 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: August 20, 2009 CEL-SCI CORPORATION By: /s/ Geert R. Kersten -------------------------------------- Geert R. Kersten, Chief Executive Officer 3 CEL-SCI CORPORATION FORM 8-K EXHIBITS