0001004878-20-000038.txt : 20200415
0001004878-20-000038.hdr.sgml : 20200415
20200309151956
ACCESSION NUMBER: 0001004878-20-000038
CONFORMED SUBMISSION TYPE: CORRESP
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20200309
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 9, 2020
Irene Paik
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Re: CEL-SCI Corporation
Post-Effective Amendment No. 2 to Form S-1
File No. 333-229295
This office represents CEL-SCI Corporation (the "Company"). Post-Effective
Amendment No. 2 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 March 4, 2020.
The numbers below correspond to the paragraph numbers in the staff's
comment letter.
Page No.
1. Revisions have been made to the section of the prospectus entitled
"Description of Common Stock" to address this comment. 5
2. The following has been added 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February 2020 rescinded the exercise of these warrants, the Company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. 2
3.The shares issuable upon the exercise of the Series Y warrants have been
removed from the registration statement. 6
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