UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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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:
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§203.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§204.12b-2 of this chapter.
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On June 8, 2021, the Company entered into an Amended and Restated Underwriting Agreement with Kingswood Capital Markets, division of Benchmark Investments, LLC, as representative of the underwriters identified therein, pursuant to which the Company agreed to issue and sell 1,400,000 shares of common stock at a public offering price of $22.62 per share. Under the terms of the Amended and Restated Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to an additional 210,000 shares of common stock solely to cover over-allotments.
On June 23, 2021, the Underwriters exercised their over-allotment option to purchase 210,000 additional shares of common stock. The Offering of the 210,000 shares sold as a result of the exercise of the Underwriter’s over-allotment option closed on June 28, 2021. The net proceeds to the Company from the sale of the shares was approximately $4.4 million, after deducting the underwriting discount.
Item 9.01 Financial Statements and Exhibits.
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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.
| CEL-SCI CORPORATION | |||
| Date: June 28, 2021 | By: | /s/ Geert Kersten | |
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| Geert Kersten | |
| Chief Executive Officer | |||
| 3 |
EXHIBIT 5
HART & HART, LLC
ATTORNEYS AT LAW
1624 Washington Street
Denver, CO 80203
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| ________ | harttrinen@aol.com |
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| (303) 839-0061 | Fax: (303) 839-5414 |
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June 28, 2021
CEL-SCI Corporation
8229 Boone Blvd. #802
Vienna, VA 22182
This letter will constitute our opinion upon the legality of the sale by CEL-SCI Corporation, a Colorado corporation (“CEL-SCI”), of up to 210,000 shares of common stock, all as referred to in the Registration Statement on Form S-3 (File No. 333-226558) (the "Registration Statement") filed with the Securities and Exchange Commission, declared effective by the Securities and Exchange Commission (the “Commission”) on August 24, 2018, the prospectus included therein (the “Prospectus”) and the prospectus supplement, dated June 8, 2021 (the “Prospectus Supplement”). The Prospectus Supplement pertains to an underwritten offering pursuant to an Amended and Restated Underwriting Agreement dated June 8, 2021 between the Company and Kingswood Capital Markets, division of Benchmark Investors, LLC. as Representative of the Several Underwriters.
We have examined the Articles of Incorporation, the Bylaws and the minutes of the Board of Directors of CEL-SCI, the applicable laws of the State of Colorado, and a copy of the Registration Statement, the Prospectus and the Prospectus Supplement. In our opinion, the shares of common stock mentioned above have been duly authorized, and, when sold in the manner described in the Registration Statement, the Prospectus and the Prospectus Supplement, will be legally and validly issued, fully paid and non-assessable shares of CEL-SCI’s common stock.
| Very truly yours,
HART & HART, LLC | |||
| /s/ William T. Hart | |||
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| William T. Hart |
EXHIBIT 23
CONSENT OF ATTORNEYS
Reference is made to the Registration Statement of CEL-SCI Corporation (File #333-226558), whereby the Company proposes to sell 210,000 shares of its common stock. Reference is also made to Exhibit 5 included as part of this 8-K report relating to the validity of the securities proposed to be sold.
We hereby consent to the use of our opinion concerning the validity of the securities proposed to be issued and sold.
| Very truly yours,
HART & HART, LLC | |||
| /s/ William T. Hart | |||
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| Denver, Colorado June 28, 2021 |
Cover |
Jun. 28, 2021 |
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| Cover [Abstract] | |
| Entity Registrant Name | CEL-SCI CORPORATION |
| Entity Central Index Key | 0000725363 |
| Document Type | 8-K |
| Amendment Flag | false |
| Entity Emerging Growth Company | false |
| Document Period End Date | Jun. 28, 2021 |
| Entity Incorporation State Country Code | CO |
| Entity File Number | 001-11889 |
| Entity Tax Identification Number | 84-0916344 |
| Entity Address Address Line 1 | 8229 Boone Blvd. #802 |
| Entity Address City Or Town | Vienna |
| Entity Address State Or Province | VA |
| Entity Address Postal Zip Code | 22182 |
| City Area Code | 703 |
| Local Phone Number | 506-9460 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock |
| Trading Symbol | CVM |
| Security Exchange Name | NYSEAMER |
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