0001654954-18-001130.txt : 20180206 0001654954-18-001130.hdr.sgml : 20180206 20180206170220 ACCESSION NUMBER: 0001654954-18-001130 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180205 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20180206 DATE AS OF CHANGE: 20180206 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: 18578324 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 cvm_8k.htm CURRENT REPORT Blueprint
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): February 5, 2018
 
CEL-SCI CORPORATION
(Exact name of registrant as specified in its charter)
 
 
Colorado
 
001-11889
 
84-0916344
(State or other jurisdiction
 
(Commission File No.)
 
(IRS Employer
of incorporation)
 
 
 
Identification No.)
 
8229 Boone Blvd. #802
                                     Vienna, VA 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 the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17CFR 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-4(c) under the Exchange Act (17 CFR 240.13e-14c))
 

 
 
Item 3.02. 
Unregistered Sales of Equity Securities.
 
See Item 1.01 of this report.
 
Item 1.01. 
Entry Into a Material Definitive Agreement.
 
The Company has received subscription agreements/commitments for the purchase of about 2,608,097 shares of CEL-SCI common stock at the closing price on February 5, 2018 of $1.87 in the principal amount of about $4,877,140  from 20 investors. The common stock will be restricted unless registered.
 
The purchasers of the common stock also received warrants which entitle the purchasers to acquire up to about 1,956,074 shares of the Company’s common stock. The warrants are exercisable at a fixed price of $2.24 per share, will not be exercisable for 6 months and one day and will expire on February 5, 2023. Shares issuable upon the exercise of the warrants will be restricted securities unless registered.
 
The Company relied upon the exemption provided by Section 4(a)(2) of the Securities Act of 1933 in connection with sale of the securities described above. The persons who acquired these shares were sophisticated investors and were provided full information regarding the Company’s business and operations. There was no general solicitation in connection with the offer or sale of these securities. The persons who acquired these securities acquired them for their own accounts. The certificates representing these securities will bear a restricted legend providing that they cannot be sold except pursuant to an effective registration statement or an exemption from registration. No commission was paid to any person in connection with the sale of these securities.
 

 
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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: February 6, 2018
CEL-SCI CORPORATION
 
 
 
 
 
 
By:  
/s/ Patricia B. Prichep
 
 
 
Patricia B. Prichep,
 
 
 
 Senior Vice President of Operations
 
 
 
 
 
 
 
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