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):
July 26, 2017
CEL-SCI CORPORATION
(Exact name of registrant as specified in its charter)
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Colorado
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001-11889
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84-0916344
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(State
or other jurisdiction
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(Commission
File No.)
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(IRS
Employer
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of
incorporation)
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Identification
No.)
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8229
Boone Blvd. #802
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Vienna,
VA 22182
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(Address
of principal executive offices, including Zip Code)
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Registrant’s
telephone number, including area
code:
(703) 506-9460
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N/A
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(Former
name or former address if changed since last report)
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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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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17CFR
230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-14c))
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Item
1.01
Entry
Into a Material Definitive Agreement.
On July
26, 2017, CEL-SCI Corporation (“CEL-SCI”) entered into
a securities purchase agreement with an investor whereby it sold
100,000 shares of its common stock for gross proceeds of $229,000,
or $2.29 per share, in a registered offering. The closing of the
offering is expected to take place on or about July 31, 2017,
subject to the satisfaction of customary closing
conditions.
In a
concurrent private placement, CEL-SCI also issued to the purchaser
of CEL-SCI’s common stock referred to in the preceding
paragraph warrants (Series OO) to purchase 60,000 shares of
CEL-SCI’s common stock. The warrants can be exercised at a
price of $2.52 per share, commencing six months after the date of
issuance and ending five years after the date of issuance. The
warrants and the shares of common stock issuable upon the exercise
of the warrants are being offered pursuant to the exemption
provided in Section 4(a)(2) under the Securities Act of 1933
and Rule 506(b) promulgated thereunder.
The net
proceeds to CEL-SCI from the transaction, after deducting
CEL-SCI’s estimated offering expenses, are expected to be
approximately $207,000. CEL-SCI intends to use the net proceeds
from the offering for its clinical trials and general corporate
purposes. CEL-SCI has not yet determined the amount of net
proceeds to be used specifically for any of the foregoing
purposes.
The
shares of common stock were offered and sold by CEL-SCI pursuant to
an effective shelf registration statement on Form S-3, which
was filed with the Securities and Exchange Commission (the
“SEC”) on July 1, 2015 and subsequently declared
effective on October 30, 2015 (File No. 333-205444). CEL-SCI
will file a prospectus supplement and an accompanying prospectus
with the SEC in connection with the sale of the common
stock.
CEL-SCI
will not pay any commissions in connection with the sale of common
stock or warrants.
Item
3.02
Unregistered
Sales of Equity Securities
The
information contained above in Item 1.01 related to the Series OO
Warrants is hereby incorporated by reference into this Item
3.02.
Item
9.01
Financial
Statements and Exhibits.
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Exhibit
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Description
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Form of
Warrant (Series OO).
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Opinion
of Hart & Hart, LLC.
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Securities
Purchase Agreement
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Consent
of Hart & Hart, LLC
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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:
July 27, 2017
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CEL-SCI
CORPORATION
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By:
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/s/
Patricia B.
Prichep
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Patricia B.
Prichep
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Senior Vice
President of Operations
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3
EXHIBIT 4 (r)
COMMON STOCK PURCHASE WARRANT
SERIES OO
CEL-SCI CORPORATION
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Warrant
Shares: _______
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Issuance
Date: July 27, 2017
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THIS
COMMON STOCK PURCHASE WARRANT (the “
Warrant
”) certifies that,
for value received,
___________
or its assigns (the
“
Holder
”) is entitled,
upon the terms and subject to the limitations on exercise and the
conditions hereinafter set forth, at any time on or after the
“
Initial Exercise
Date
” and on or prior to the close of business on the
“
Termination
Date
” but not thereafter, to subscribe for and
purchase from CEL-SCI Corporation, a Colorado corporation (the
“
Company
”), up to _______
shares (as subject to adjustment hereunder, the “
Warrant Shares
”) of the
Company’s common stock.
Section
1
.
Definitions
.
Initial
Exercise Date: January 27, 2018.
Trading
Day: A day on which the Company’s common stock trades in the
public market.
Termination Date:
July 27, 2022.
Section
2
.
Exercise
.
a)
Exercise
of Warrant
. Exercise of the purchase rights represented by
this Warrant may be made, in whole or in part, at any time or times
on or after the Initial Exercise Date and on or before the
Termination Date by delivery to the Company or the Transfer Agent
(or such other office or agency of the Company as it may designate
by notice in writing to the registered Holder at the address of the
Holder appearing on the books of the Company), as applicable, of a
duly executed facsimile copy or PDF copy submitted by electronic
(or e-mail attachment) of the Notice of Exercise in the form
annexed hereto.
b)
Exercise Price
. The
exercise price per share of the Common Stock under this Warrant
shall be
$2.52
, subject to
adjustment hereunder (the “
Exercise
Price
”).
c)
Cashless Exercise
.
If at any time after the six-month anniversary of the Issuance
Date, there is no effective registration statement registering, or
no current prospectus available for, the resale of the Warrant
Shares by the Holder, then this Warrant may also be exercised, in
whole or in part, at such time by means of a “cashless
exercise” in which the Holder shall be entitled to receive a
number of Warrant Shares equal to the quotient obtained by dividing
[(A-B) (X)] by (A), where:
(A)
=
The average closing
price of the Company’s common stock for the 2 Trading Days
immediately preceding the date of the applicable Notice of
Exercise;
(B)
=
the Exercise Price
of this Warrant, as adjusted hereunder; and
(X)
=
the number of
Warrant Shares that would be issuable upon exercise of this Warrant
in accordance with the terms of this Warrant if such exercise were
by means of a cash exercise rather than a cashless
exercise.
Section
3
.
Certain
Adjustments
.
a)
Stock
Dividends and Splits
. If the Company, at any time while this
Warrant is outstanding: (i) pays a stock dividend or otherwise
makes a distribution or distributions on shares of its Common Stock
or any other equity or equity equivalent securities payable in
shares of Common Stock (which, for avoidance of doubt, shall not
include any shares of Common Stock issued by the Company upon
exercise of this Warrant), (ii) subdivides outstanding shares of
Common Stock into a larger number of shares, (iii) combines
(including by way of reverse stock split) outstanding shares of
Common Stock into a smaller number of shares, or (iv) issues by
reclassification of shares of the Common Stock any shares of
capital stock of the Company, then in each case the Exercise Price
shall be multiplied by a fraction of which the numerator shall be
the number of shares of Common Stock (excluding treasury shares, if
any) outstanding immediately before such event and of which the
denominator shall be the number of shares of Common Stock
outstanding immediately after such event, and the number of shares
issuable upon exercise of this Warrant shall be proportionately
adjusted such that the aggregate Exercise Price of this Warrant
shall remain unchanged. Any adjustment made pursuant to this
Section 3(a) shall become effective immediately after the record
date for the determination of stockholders entitled to receive such
dividend or distribution and shall become effective immediately
after the effective date in the case of a subdivision, combination
or re-classification.
b)
Notice
to Holder
. Whenever the Exercise Price is adjusted pursuant
to any provision of this Section 3, the Company shall promptly
deliver to the Holder by facsimile or email a notice setting forth
the Exercise Price after such adjustment and any resulting
adjustment to the number of Warrant Shares and setting forth a
brief statement of the facts requiring such
adjustment.
Section
4
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Transfer of
Warrant
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a)
Transferability
.
Subject to compliance with any applicable securities laws and the
conditions set forth in this Section 4, this Warrant and all rights
hereunder (including, without limitation, any registration rights)
are transferable, in whole or in part, upon surrender of this
Warrant at the principal office of the Company or its designated
agent, together with a written assignment of this Warrant
substantially in the form attached hereto duly executed by the
Holder or its agent or attorney and funds sufficient to pay any
transfer taxes payable upon the making of such transfer. Upon such
surrender and, if required, such payment, the Company shall execute
and deliver a new Warrant or Warrants in the name of the assignee
or assignees, as applicable, and in the denomination or
denominations specified in such instrument of assignment, and shall
issue to the assignor a new Warrant evidencing the portion of this
Warrant not so assigned, and this Warrant shall promptly be
cancelled.
Notwithstanding anything
herein to the contrary, the Holder shall not be required to
physically surrender this Warrant to the Company unless the Holder
has assigned this Warrant in full, in which case, the Holder shall
surrender this Warrant to the Company within three (3) Trading Days
of the date the Holder delivers an assignment form to the Company
assigning this Warrant full.
The
Warrant, if properly assigned in accordance herewith, may be
exercised by a new holder for the purchase of Warrant Shares
without having a new Warrant issued.
b)
New
Warrants
. This Warrant may be divided or combined with other
Warrants upon presentation hereof at the aforesaid office of the
Company, together with a written notice specifying the names and
denominations in which new Warrants are to be issued, signed by the
Holder or its agent or attorney. Subject to compliance with Section
4(a), as to any transfer which may be involved in such division or
combination, the Company shall execute and deliver a new Warrant or
Warrants in exchange for the Warrant or Warrants to be divided or
combined in accordance with such notice. All Warrants issued on
transfers or exchanges shall be dated the Issuance Date and shall
be identical with this Warrant except as to the number of Warrant
Shares issuable pursuant thereto.
c)
Representation by the
Holder
. The Holder, by the acceptance hereof, represents and
warrants that it is acquiring this Warrant and, upon any exercise
hereof, will acquire the Warrant Shares issuable upon such
exercise, for its own account and not with a view to or for
distributing or reselling such Warrant Shares or any part thereof
in violation of the Securities Act or any applicable state
securities law, except pursuant to sales registered or exempted
under the Securities Act.
Section
5
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Miscellaneous
.
a)
No
Rights as Stockholder Until Exercise
. This Warrant does not
entitle the Holder to any voting rights, dividends or other rights
as a stockholder of the Company prior to the exercise
hereof.
b)
Loss, Theft, Destruction
or Mutilation of Warrant
. The Company covenants that upon
receipt by the Company of evidence reasonably satisfactory to it of
the loss, theft, destruction or mutilation of this Warrant or any
stock certificate relating to the Warrant Shares, and in case of
loss, theft or destruction, of indemnity or security reasonably
satisfactory to it (which, in the case of the Warrant, shall not
include the posting of any bond), and upon surrender and
cancellation of such Warrant or stock certificate, if mutilated,
the Company will make and deliver a new Warrant or stock
certificate of like tenor and dated as of such cancellation, in
lieu of such Warrant or stock certificate.
c)
Jurisdiction
. All questions
concerning the construction, validity, enforcement and
interpretation of this Warrant shall be determined in accordance
with the laws of The Commonwealth of Virginia, USA.
d)
Restrictions
.
The Holder acknowledges that the Warrant Shares acquired upon the
exercise of this Warrant, if not registered, and the Holder does
not utilize cashless exercise, will have restrictions upon resale
imposed by state and federal securities laws.
e)
Nonwaiver and
Expenses
. No course of dealing or any delay or failure to
exercise any right hereunder on the part of Holder shall operate as
a waiver of such right or otherwise prejudice the Holder’s
rights, powers or remedies. Without limiting any other provision of
this Warrant, if the Company willfully and knowingly fails to
comply with any provision of this Warrant, which results in any
material damages to the Holder, the Company shall pay to the Holder
such amounts as shall be sufficient to cover any costs and expenses
including, but not limited to, reasonable attorneys’ fees,
including those of appellate proceedings, incurred by the Holder in
collecting any amounts due pursuant hereto or in otherwise
enforcing any of its rights, powers or remedies
hereunder.
f)
Notices
. Any notice, request or
other document required or permitted to be given or delivered to
the Holder by the Company shall be delivered to the address shown
below.
g)
Limitation
of Liability
. No provision hereof, in the absence of any
affirmative action by the Holder to exercise this Warrant to
purchase Warrant Shares, and no enumeration herein of the rights or
privileges of the Holder, shall give rise to any liability of the
Holder for the purchase price of any Common Stock or as a
stockholder of the Company, whether such liability is asserted by
the Company or by creditors of the Company.
h)
Remedies
.
The Holder, in addition to being entitled to exercise all rights
granted by law, including recovery of damages, will be entitled to
specific performance of its rights under this Warrant. The Company
agrees that monetary damages would not be adequate compensation for
any loss incurred by reason of a breach by it of the provisions of
this Warrant and hereby agrees to waive and not to assert the
defense in any action for specific performance that a remedy at law
would be adequate.
i)
Successors and
Assigns
. Subject to applicable securities laws, this Warrant
and the rights and obligations evidenced hereby shall inure to the
benefit of and be binding upon the successors and permitted assigns
of the Company and the successors and permitted assigns of Holder.
The provisions of this Warrant are intended to be for the benefit
of any Holder from time to time of this Warrant and shall be
enforceable by the Holder or holder of Warrant Shares.
j)
Amendment
. This Warrant may be
modified or amended or the provisions hereof waived with the
written consent of the Company
and the
Holder
.
k)
Registration
.
The Company will use its best efforts to file a registration
statement covering the shares issuable upon the exercise of this
Warrant within two weeks after the date of this Warrant. The
Company will take all reasonable measures to have the registration
statement declared effective as soon as possible.
l)
Severability
.
Wherever possible, each provision of this Warrant shall be
interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Warrant shall be
prohibited by or invalid under applicable law, such provision shall
be ineffective to the extent of such prohibition or invalidity,
without invalidating the remainder of such provisions or the
remaining provisions of this Warrant.
m)
Headings
. The
headings used in this Warrant are for the convenience of reference
only and shall not, for any purpose, be deemed a part of this
Warrant.
********************
(Signature Page Follows)
IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed
by its officer thereunto duly authorized as of the date first above
indicated.
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CEL-SCI
CORPORATION
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By:
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Name: Geert
Kersten
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Title: Chief
Executive Officer
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Address
of Holder:
NOTICE OF EXERCISE
(1)
The undersigned hereby elects to purchase ________ Warrant Shares
of the Company pursuant to the terms of the attached Warrant (only
if exercised in full), and tenders herewith payment of the exercise
price in full, together with all applicable transfer taxes, if
any.
(2) Payment
shall take the form of (check applicable box):
[
]
in lawful money of
the United States; or
[
]
if permitted the
cancellation of such number of Warrant Shares as is necessary, in
accordance with the formula set forth in subsection 2(c), to
exercise this Warrant with respect to the maximum number of Warrant
Shares purchasable pursuant to the cashless exercise procedure set
forth in subsection 2(c).
(3) Please
issue said Warrant Shares in the name of the undersigned or in such
other name as is specified below:
_______________________________
The
Warrant Shares shall be delivered to the following DWAC Account
Number:
_______________________________
_______________________________
_______________________________
(4)
Accredited
Investor
. The undersigned is an “accredited
investor” as defined in Regulation D promulgated under the
Securities Act of 1933, as amended.
[SIGNATURE OF HOLDER]
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Name
of Investing Entity:
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Signature of Authorized Signatory of
Investing Entity
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Name
of Authorized Signatory:
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Title
of Authorized Signatory:
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Date:
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EXHIBIT B
(To assign the foregoing Warrant, execute this form and
supply required information. Do not use this form to purchase
shares.)
FOR
VALUE RECEIVED, the foregoing Warrant and all rights evidenced
thereby are hereby assigned to:
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Name:
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(Please Print)
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Address:
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Phone
Number:
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(Please
Print)
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Dated:
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Holder’s Signature:
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Holder’s Address:
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EXHIBIT 10 (ttt)
CEL-SCI
CORPORATION
SECURITIES PURCHASE AGREEMENT
1.
Subscription
. I
hereby agree to purchase ______ shares of the Company’s
common stock pursuant to the terms and conditions of this Agreement
for a total investment of $___________.
The
shares of common stock are sometimes referred to in this Agreement
as the “Securities”.
This
Agreement must be signed and delivered to the Company on or before
_________.
2.
Representations and
Warranties
. I warrant and represent to the Company
that:
a. I
have had the opportunity to review the Company’s filings with
the Securities and Exchange Commission.
b. I (and my
purchaser representative, if any) have had an opportunity to ask
questions of, and receive answers from the officers of the Company
concerning the Company’s business and affairs.
c. I understand
that prices for the Company’s common stock on the NYSE have
been volatile in the past.
d. By virtue of my
net worth and by reason of my knowledge and experience in financial
and business matters in general, and investments in particular, I
am capable of evaluating the merits and risks of an investment in
the Securities.
e. I am
capable of bearing the economic risks of an investment in the
Securities.
3.
Payment/Closing
.
Payment for the Securities must be made by wire transfer on or
before July __, 2017. The Securities will be delivered upon the
approval of the issuance of the Securities by the NYSE
MKT.
4.
Applicable
Law/Arbitration
. This Agreement shall be governed in all
respects by the laws of Colorado, without regard to the choice of
law provision thereof. Any claim, controversy or dispute with
respect to this Agreement or the Securities will be settled by
means of binding arbitration in Vienna, Virginia pursuant to the
Commercial Rules of the American Arbitration Association. In any
litigation, arbitration, or court proceeding between the Company
and the Subscriber relating to this Agreement, the prevailing party
shall be entitled to reasonable attorneys’ fees and expenses
incurred.
IN
WITNESS WHEREOF, I have executed this Subscription Agreement this
____________ day of July, 2017.
__________________________
Signature of
Subscriber
ACCEPTED:
CEL-SCI CORPORATION
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By:
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Name of
Subscriber
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(Type or
Print)
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Dated:
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Address of
Subscriber:
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