0001004878-13-000367.txt : 20131224
0001004878-13-000367.hdr.sgml : 20131224
20131224131602
ACCESSION NUMBER: 0001004878-13-000367
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 3
CONFORMED PERIOD OF REPORT: 20131223
ITEM INFORMATION: Entry into a Material Definitive Agreement
ITEM INFORMATION: Financial Statements and Exhibits
FILED AS OF DATE: 20131224
DATE AS OF CHANGE: 20131224
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: 131297233
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
form8kitem101dec-13.txt
8-K RE OVER-ALLOTMENT
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): December 23, 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 December 19, 2013, CEL-SCI Corporation (the "Company"), Laidlaw &
Company (UK) Ltd. and Dawson James Securities, Inc. (the "Underwriters"),
entered into an underwriting agreement (the "Underwriting Agreement") to issue
and sell 4,761,905 shares of the Company's common stock, as well as warrants to
purchase an additional 4,761,905 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 $0.63, minus underwriting discounts and commissions.
The Company granted the Underwriters an option to purchase up to 476,195
additional shares of common stock and/or warrants to purchase up to 476,195
additional shares of common stock, for the combined purchase price of $0.63 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 was exercisable, in whole or in part, for a
period of 45 days after December 19, 2013.
On December 23, 2013, the Underwriters exercised their over-allotment
option to purchase shares of common stock and 476,190 warrants. The Offering of
the 5,238,095 shares and the 5,238,095 warrants, which includes the 476,190
shares and warrants sold as a result of the exercise of the Underwriter's
over-allotment option, closed on December 24, 2013. The net proceeds to the
Company from the sale of the shares, warrants and over-allotment shares and
warrants was approximately $2,989,000, 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 (333-186103) that was declared
effective by the Securities and Exchange Commission on February 28, 2013, a
Prospectus dated December 17, 2013 and a Prospectus Supplement dated December
19, 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 December 19, 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: December 24, 2013
CEL-SCI CORPORATION
By:/s/ Geert Kersten
---------------------------------
Geert Kersten, Chief Executive Officer
3
EX-5
2
form8kitem101ex5dec-13.txt
OPINION OF H&H
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
December 23, 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 up to 476,190 shares
of common stock, warrants to purchase up to 476,190 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. 333-186103) (the
"Registration Statement") filed with the Securities and Exchange Commission
declared effective by the Securities and Exchange Commission (the "Commission")
on February 28, 2013, the prospectus included therein (the "Prospectus") and the
prospectus supplement, dated December 19, 2013 (the "Prospectus Supplement"),
filed with the Commission pursuant to Rule 424(b) of the rules and regulations
of the Securities Act. The Prospectus Supplement pertains to an underwritten
offering (the "Offering") pursuant to the Underwriting Agreement dated December
19, 2013 between the Company and the underwriters named therein (the
"Underwriting Agreement"). . 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 476,190 shares of common stock mentioned above, when sold in the
manner described in the Registration Statement, the Prospectus and the
Prospectus Supplement, and in accordance with the terms and conditions
of the Underwriting Agreement, have been legally issued and these
shares represent fully paid and non-assessable shares of CEL-SCI's
common stock;
o the warrants, when sold in the manner described in the Registration
Statement, the Prospectus and the Prospectus Supplement, and in
accordance with the terms and conditions of the Underwriting
Agreement, have been legally issued, are fully paid and non-assessable
and are the binding obligations of CEL-SCI in accordance with the
terms thereof; and
o the shares of common stock issuable upon the exercise of the warrants,
when sold in the manner described in the Registration Statement, the
Prospectus and the Prospectus Supplement and in accordance with the
terms and conditions of the Underwriting Agreement, 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
form8kitem101ex23dec-13.txt
CONSENT OF H&H
EXHIBIT 23
CONSENT OF ATTORNEYS
Reference is made to the Registration Statement of CEL-SCI Corporation,
whereby the Company proposes to sell 476,190 shares of its common stock, 476,190
warrants, as well as shares of the Company's common stock issuable upon the
exercise of the warrants. Reference is also made to Exhibit 5 included as part
of this 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 & HART, LLC
/s/ William T. Hart
December 23, 2013