0001004878-20-000030.txt : 20200415
0001004878-20-000030.hdr.sgml : 20200415
20200225114220
ACCESSION NUMBER: 0001004878-20-000030
CONFORMED SUBMISSION TYPE: CORRESP
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20200225
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: CORRESP
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
CORRESP
1
filename1.txt
HART & HART, LLC
ATTORNEYS AT LAW
1624 Washington Street
Denver, CO 80203
William T. Hart, P.C. ________ harttrinen@aol.com
Will Hart (303) 839-0061
Fax: (303) 839-5414
February 24, 2020
Irene Paik
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Re: CEL-SCI Corporation
Post-Effective Amendment No. 1 to Form S-1
Filed February 21, 2020
File No. 333-229295
This office represents CEL-SCI Corporation (the "Company"). Post-Effective
Amendment No. 1 to the Company's Registration Statement on Form S-1 (333-229295)
has been filed with the Commission. The following are the Company's responses to
the comments received by the staff by letter dated February 14, 2020. Although
the February 14, 2020 comment letter pertained to a registration statement that
has been withdrawn (333-233379), the staff's comments are applicable to the
above-captioned registration statement and were considered when the registration
was filed on February 21, 2020.
The numbers below correspond to the paragraph numbers in the staff's
comment letter.
1. The number of shares which are being registered on the cover page has
been revised
2. The explanatory note has been changed to state that the purpose of the
Post-Effective Amendment is to update the originally filed
registration statement with the Company's September 30, 2019 and
December 31, 2019 financial statements. Accordingly, the Company is
not relying on Rule 429 in connection with the Post-Effective
Amendment.
The Company's Registration Statement to which this Post-Effective
Amendment relates was declared effective by the Securities and
Exchange Commission on February 13, 2019. That registration statement,
at the time it became effective, incorporated by reference the
Company's financial statements for the year ended September 30, 2018.
Pursuant to ss.10(a)(3) of the Securities Act of 1933, the prospectus
pertaining to that registration statement could not be used after
February 1, 2020. However, after February 1, 2020 the Company
inadvertently issued 44,065 shares of its common stock upon the
exercise of warrants held by four persons listed in the
"Selling Shareholders" section of the prospectus. The Company has
advised the holders of 20,000 shares received on the exercise of the
warrants that they should not sell their shares until the
Post-Effective Amendment has been declared effective by the
Commission. The other 24,065 shares were sold prior to the time the
Company was able to advise the holders of these shares that they
should not sell their shares.
3. Revisions have been made to the section of the prospectus entitled
"Description of Common Stock" to address this comment.
4. Revisions have been made to the section of the prospectus entitled
"Description of Common Stock" to address this comment.
If you should have any questions concerning the foregoing, please do not
hesitate to contact the undersigned.
Very Truly Yours,
HART & HART, LLC
/s/ William T. Hart
By
William T. Hart