0001004878-13-000313.txt : 20131011
0001004878-13-000313.hdr.sgml : 20131011
20131011161026
ACCESSION NUMBER: 0001004878-13-000313
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 3
CONFORMED PERIOD OF REPORT: 20131011
ITEM INFORMATION: Entry into a Material Definitive Agreement
ITEM INFORMATION: Financial Statements and Exhibits
FILED AS OF DATE: 20131011
DATE AS OF CHANGE: 20131011
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: 131148101
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
8-K
1
form8k101oct-13.txt
FORM 8-K ITEM 1.01
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): October 11, 2013
CEL-SCI CORPORATION
------------------------------------------
(Exact name of Registrant as specified in its charter)
Colorado 01-11889 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)
Check appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below)
[] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
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-14(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On October 8, 2013, CEL-SCI Corporation (the "Company"), Chardan Capital
Markets, LLC and Laidlaw & Company (UK) Ltd (the "Underwriters"), entered into
an underwriting agreement (the "Underwriting Agreement") to issue and sell
17,826,087 shares of the Company's common stock, as well as warrants to purchase
an additional 17,826,087 shares of common stock. Each share of common stock is
being sold together with a warrant to purchase one share for the combined
purchase price of $1.00, minus underwriting discounts and commissions. The
Company has granted the Underwriters an option to purchase up to 2,673,913
additional shares of common stock and/or warrants to purchase up to 2,673,913
additional shares of common stock, for the combined purchase price of $1.00 for
one share and one warrant, minus underwriting discounts and commissions, or the
separate purchase prices per share or warrant, as applicable, set forth in the
Underwriting Agreement. The option is exercisable, in whole or in part, for a
period of 45 days after October 8, 2013.
On October 11, 2013, the Underwriters exercised their over-allotment option
to purchase 2,673,913 warrants. The Offering of the 17,826,087 shares and the
20,500,000 warrants, which includes the 2,673,913 warrants sold as a result of
the exercise of the Underwriter's over-allotment option, closed on October 11,
2013. The net proceeds to the Company from the sale of the shares, warrants and
over-allotment warrants was approximately $16,424,600.04, after deducting the
underwriting discount.
The shares and warrants were offered and sold pursuant to the Company's
existing shelf registration statement on Form S-3 (333-184094) that was declared
effective by the Securities and Exchange Commission on October 5, 2012, a
Prospectus dated October 4, 2013 and a Prospectus Supplement dated October 8,
2013. The opinion of the Company's counsel regarding the validity of the
warrants sold by the Company as a result of the exercise of the over-allotment
option is filed herewith as Exhibit 5.
The foregoing description of the Underwriting Agreement is not complete and
is qualified in its entirety by reference to the full text of the Underwriting
Agreement, a copy of which was filed as Exhibit 1 to the Company's Report on
Form 8-K dated October 8, 2013, and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
The following exhibits are filed with this report:
5. Opinion of Hart & Hart, LLC.
23 Consent of Hart & Hart, LLC.
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: October 11, 2013
CEL-SCI CORPORATION
By:/s/ Geert Kersten
----------------------------------
Geert Kersten, Chief Executive Officer
EX-5
2
form8k101exh5oct-13.txt
EXH. 5 OPINION LETTER
EXHIBIT 5
HART & HART, LLC
ATTORNEYS AT LAW
1624 Washington Street
Denver, CO 80203
William T. Hart, P.C. ________ Email: harttrinen@aol.com
Will Hart Facsimile: (303) 839-5414
(303) 839-0061
October 11, 2013
CEL-SCI Corporation
8229 Boone Boulevard, Suite 802
Vienna, Virginia 22182
This letter will constitute our opinion upon the legality of the sale by
CEL-SCI Corporation, a Colorado corporation ("CEL-SCI"), of warrants to purchase
up to 2,673,913 shares of CEL-SCI's common stock, as well as shares issuable
upon the exercise of the warrants, all as referred to in the Registration
Statement on Form S-3 (File No. 333-184094) filed 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, the applicable laws of the State of
Colorado, and a copy of the Registration Statement. In our opinion:
o the warrants have been legally issued, are fully paid and
non-assessable and are the binding obligations of CEL-SCI; and
o the shares of common stock issuable upon the exercise of the warrants,
when the warrants are exercised in accordance with their terms, will
be legally issued and will represent fully paid and non-assessable
shares of CEL-SCI's common stock.
Very truly yours,
HART & HART
/s/ William T. Hart
William T. Hart
EX-23
3
form8k101exh23oct-13.txt
EXH. 23 ATTORNEY CONSENT
EXHIBIT 23
CONSENT OF ATTORNEYS
Reference is made to the Registration Statement of CEL-SCI Corporation,
whereby the Company proposes to sell 2,673,913 warrants. Reference is also made
to Exhibit 5 included as part of this 8-K Report 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 & HART, LLC
/s/ William T. Hart
William T. Hart
October 11, 2013