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 As noted above, if the three persons who exercised their warrants in February 2020 rescinded the exercise of these warrants, the Company would be required to pay these persons approximately $126,000.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