-----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, JBOdDrVTu/rZsxgYxpz3Uv+On/AHklwWDesEDGPo2WjzDIkPOWDETktaKSTIfNET h7ZnHX8cElmdS1w+7lxokg== 0001004878-10-000142.txt : 20100809 0001004878-10-000142.hdr.sgml : 20100809 20100809164200 ACCESSION NUMBER: 0001004878-10-000142 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20100805 ITEM INFORMATION: Other Events FILED AS OF DATE: 20100809 DATE AS OF CHANGE: 20100809 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: 101002118 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 form8kitem8018-10.txt FORM 8-K RE ITEM 8.01 UNITED STATES SECURITIES AND EXCHANGE COMMISSION placeCityWASHINGTON, StateD.C. PostalCode20549 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): August 3, 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 at a price of $2.00 per share. The Series M warrants expire on July 31, 2012. Laksya Ventures is the owner of 8,800,000 Series M Warrants. On August 3, 2010 CEL-SCI's Directors approved an amendment to the terms of the Series M warrants held by Laksya such that Laksya may purchase 6,000,000 shares of CEL-SCI's common stock (as reduced from 8,800,000 shares) at a price of $0.60 per share. In approving the amendment to Laksya's Series M warrants, CEL-SCI's Directors determined that reducing the number of CEL-SCI's outstanding warrants would be beneficial. CEL-SCI will file with the Securities and Exchange Commission a prospectus supplement to its shelf Registration Statement on Form S-3 registering the shares issuable upon the exercise of the Series M warrants. 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 10(i) Warrant Modification Agreement 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: August 9, 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 form8kex58-10.txt EXH 5 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 August 4, 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 6,000,000 shares of common stock issuable upon the exercise of its Series M 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 placeStateColorado, 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 warrants, will be lawfully issued and will represent fully paid and non-assessable shares of CEL-SCI's common stock. Very truly yours, HART & TRINEN /s/ William T. Hart William T. Hart EX-10 3 form8kex10i8-10.txt EXH 10(I) EXHIBIT 10(i) WARRANT ADJUSTMENT AGREEMENT THIS AGREEMENT, made this 28th day of July, 2010, by and between CEL-SCI Corporation ("CEL-SCI"), and Laksya Ventures ("Laksya") is made for the purpose of adjusting the terms of CEL-SCI's Series M warrants held by Laksya. In consideration of the mutual promises, covenants, and representations contained herein, THE PARTIES HERETO AGREE AS FOLLOWS: ARTICLE I ADJUSTMENT OF WARRANTS The Parties agree that the Series M warrants held by Laksya are amended such that Laksya may purchase 6,000,000 shares of CEL-SCI's common stock (as reduced from 8,800,000 shares) at a price of $0.60 per share. ARTICLE II REPRESENTATIONS OF LAKSYA Laksya has the right, power, and authority to enter into, and perform its obligations under, this Agreement. The execution and delivery of this Agreement by Laksya and the performance by Laksya of its obligations hereunder will not cause, constitute, or conflict with or result in (a) any breach or violation or any of the provisions of or constitute a default under any license, mortgage, articles of organization, operating agreement or other agreement to which Laksya is a party, or by which it may be bound, nor will any consents or authorizations of any party other than those hereto be required; (b) an event that would permit any party to any agreement to terminate it or to accelerate the maturity of any indebtedness or other obligation of Laksya; or (c) an event that would result in the creation or imposition or any lien, charge, or encumbrance on any asset of Laksya or would create any obligation for which Laksya would be liable, except as contemplated by this Agreement. Laksya has good and marketable title to the Series M warrants. ARTICLE III REPRESENTATIONS OF CEL-SCI CEL-SCI has the right, power, and authority to enter into, and perform its obligations under, this Agreement. The execution and delivery of this Agreement by CEL-SCI and the performance by CEL-SCI of its obligations hereunder will not cause, constitute, or conflict with or result in (a) any breach or violation or any of the provisions of or constitute a default under any license, mortgage, articles of organization, operating agreement or other agreement to which CEL-SCI is a party, or by which it may be bound, nor will any consents or authorizations of any party other than those hereto be required; (b) an event that would permit any party to any agreement to terminate it or to accelerate the maturity of any indebtedness or other obligation of CEL-SCI; or (c) an event that would result in the creation or imposition or any lien, charge, or encumbrance on any asset of CEL-SCI or would create any obligation for which CEL-SCI would be liable, except as contemplated by this Agreement. CEL-SCI CORPORATION By: /s/ Geert R. Kersten ----------------------------------- Geert R. Kersten, Chief Executive Officer LAKSYA VENTURES By: /s/ Neil Persh ----------------------------------- Neil Persh, Authorized Officer EX-23 4 form8kex238-10.txt EXH. 23 EXHIBIT 23 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 its Series M 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 August 4, 2010 -----END PRIVACY-ENHANCED MESSAGE-----