-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EiZ2AY3QctfFg/Kfg2ckUNQi4hSEycofLjUV3cVZZ8c/JkQGKtKPauTRXqY2ObsI 0Sj+oRDSDMqMMvQrb4ibhQ== 0001004878-10-000059.txt : 20100312 0001004878-10-000059.hdr.sgml : 20100312 20100312164545 ACCESSION NUMBER: 0001004878-10-000059 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20100312 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100312 DATE AS OF CHANGE: 20100312 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: 10678316 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 form8kitem8013-10.txt 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): March 12, 2010 CEL-SCI CORPORATION ------------------------------------ (Exact name of Registrant as specified in its charter) Colorado 0-11503 84-0916344 - -------------------- --------------------- ---------------------- (State or other jurisdiction (Commission File No.) (IRS Employer of incorporation) Identification No.) 8229 Boone Boulevard, Suite 802 Vienna, Virginia 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) Item 8.01 Other Events In April 2007 CEL-SCI Corporation issued its Series M warrants to a group of private investors. The Series M warrants collectively entitle the holders to purchase up to 10,021,667 shares of CEL-SCI's common stock. On March 12, 2010 CEL-SCI modified the terms of its Series M warrants in the manner described below. At any time prior to June 16, 2010 investors may exercise the Series M warrants at a price of $0.75 per share. For every two Series M warrants exercised prior to June 16, 2010 the investor will receive one Series F warrant. Each Series F warrant will allow the holder to purchase one share of CEL-SCI's common stock at a price of $2.50 per share at any time on or before June 15, 2014. After June 15, 2010 the exercise price of the Series M warrants will be $2.00 per share. Any person exercising a Series M warrant after June 15, 2010 will not receive any Series F warrants. The Series M warrants expire on April 17, 2012. CEL-SCI has filed with the Securities and Exchange Commission a prospectus supplement to its shelf Registration Statement on Form S-3 registering its Series F warrants, as well as the shares issuable upon the exercise of the Series M and F warrants the shares of common stock to be sold to the private investors. CEL-SCI will not pay any commissions with respect to the sale of any securities offered by the prospectus supplement. Item 9.01 Financial Statements and Exhibits Exhibit Number Description -------------- ------------ 5 Opinion of Counsel 23(a) Consent of Attorneys 2 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: March 12, 2010 CEL-SCI CORPORATION By: /s/ Patricia B. Prichep -------------------------------- Patricia B. Prichep Senior Vice President of Operations 3 CEL-SCI CORPORATION FORM 8-K EXHIBITS EX-5 2 form8kitem8013-10ex5.txt OPINION OF COUNSEL EXHIBIT 5 HART & TRINEN, LLP ATTORNEYS AT LAW 1624 Washington Street Denver, CO 80203 William T. Hart, P.C. ________ Email: harttrinen@aol.com Donald T. Trinen Facsimile: (303) 839-5414 (303) 839-0061 - -------------- Will Hart March 12, 2010 CEL-SCI Corporation 8229 Boone Boulevard, Suite 802 Vienna, Virginia 22182 This letter will constitute an opinion upon the legality of the sale by CEL-SCI Corporation, a Colorado corporation ("CEL-SCI"), of up to 10,021,667 shares of common stock issuable upon the exercise of its Series M warrants, up to 5,010,834 Series F warrants, and up to 5,010,834 shares of common stock issuable upon the exercise of the Series F warrants, all as referred to in the Registration Statement on Form S-3 (File No. 333-160794) filed by CEL-SCI with the Securities and Exchange Commission. We have examined the Articles of Incorporation, the Bylaws and the minutes of the Board of Directors of CEL-SCI and the applicable laws of the State of Colorado, and a copy of the Registration Statement. In our opinion, CEL-SCI is authorized to issue the shares of common stock mentioned above and such shares, when issued in accordance with the terms of the Series M and F warrants, will be lawfully issued and will represent fully paid and non-assessable shares of CEL-SCI's common stock. It is also our opinion that CEL-SCI is authorized to issue the Series F warrants and that such warrants, when issued, will be lawfully issued, fully paid and non-assessable. Very truly yours, HART & TRINEN /s/ William T. Hart William T. Hart EX-23 3 form8kitem8013-10ex23a.txt CONSENT OF ATTORNEYS EXHIBIT 23(a) CONSENT OF ATTORNEYS Reference is made to the Registration Statement of CEL-SCI Corporation whereby the Company proposes to sell shares of its common stock issuable upon the exercise of warrants, as well as its Series F warrants. Reference is also made to Exhibit 5 included as part of this report, and included by reference as an exhibit to the Registration Statement, 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. HART & TRINEN /s/ William T. Hart March 12, 2010 -----END PRIVACY-ENHANCED MESSAGE-----