0001004878-20-000036.txt : 20200415
0001004878-20-000036.hdr.sgml : 20200415
20200304195614
ACCESSION NUMBER: 0001004878-20-000036
CONFORMED SUBMISSION TYPE: CORRESP
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20200304
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
March 4, 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
File No. 333-229295
This office represents CEL-SCI Corporation (the "Company"). With respect to
the staff's letter dated March 4, 2020, we propose to add the following to the
section of the prospectus entitled "Recent Developments".
"In February 2020 we issued 44,065 shares of our common
stock to three persons upon the exercise of warrants which had
exercise prices between $2.24 and $3.60 per share. However, the
44,065 shares were not registered pursuant to Section 5 of the
Securities Act of 1933 and no exemption from registration was
available for the issuance of these shares. If the persons that
exercised these warrants sought to rescind the exercise of the
warrants we would have to pay these persons approximately
$126,000."
As noted above, if the three persons who exercised their warrants in
February 2020 rescinded the exercise of these warrants, the Company would be
required to pay these persons approximately $126,000. In comparison, the
Company, aside from other contractual obligations (employment contracts,
remaining amounts which the Company estimates will be required to complete its
Phase III clinical trial, etc.), is required to make lease payments on its
manufacturing facility of approximately $150,000 per month. Accordingly, we do
not believe that the potential payment of $126,000 to the persons who exercised
their warrants in February 2020 is material and therefore disclosure of this
potential payment is not required in the Company's annual report on Form 10-K
for the year ended September 30, 2019.
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