0001004878-13-000225.txt : 20130719
0001004878-13-000225.hdr.sgml : 20130719
20130719162639
ACCESSION NUMBER: 0001004878-13-000225
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20130718
ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
ITEM INFORMATION: Other Events
FILED AS OF DATE: 20130719
DATE AS OF CHANGE: 20130719
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: 13977285
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
form8kitem301july-13.txt
FORM 8-K ITEM 3.01
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): July 18, 2013
CEL-SCI CORPORATION
---------------------------------------
(Exact name of Registrant as specified in its charter)
Colorado 01-11889 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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
CEL-SCI Corporation ("CEL-SCI") received a communication dated July 18,
2013 from the staff of the NYSE MKT LLC (the "Exchange") that, based on the
Exchange staff's review of publicly available information, CEL-SCI was deemed to
be noncompliant with certain continued listing standards of the Exchange as set
forth in Part 10 of the NYSE MKT Company Guide (the "Company Guide"). In
particular, based on the Company's quarterly report on Form 10-Q for the period
ended March 31, 2013, noncompliance was noted with respect to the requirement of
section 1003(a)(iv) of the Company Guide for NYSE MKT issuers. Additional
information and provisions regarding the NYSE MKT requirements are found in Part
10 of its company guide.
In order to maintain listing of the Company's common stock on the NYSE MKT,
the Company is required to submit a plan by August 19, 2013, advising the
Exchange of the actions the Company has taken, or will take, that would bring it
into compliance with Section 1003(a)(iv) of the Company Guide by September 30,
2013. The company plans to submit this plan by August 19, 2013. If the Exchange
accepts the plan, then the Company may be able to continue its listing during
the plan period, during which time the Company will be subject to periodic
review to determine whether it is making progress consistent with the plan. If
the plan is not acceptable to the Exchange, or even if accepted, if the Company
is not in compliance with the continued listing standards at the end of the plan
period or the Company does not make progress consistent with the plan during
such period, then the staff of the Exchange would be expected to initiate
delisting proceedings. The Company may then appeal such a determination by the
staff of the Exchange in accordance with the provisions of section 1010 and Part
12 of the Company Guide.
The Company's common stock continues to trade on the Exchange. The Exchange
has advised the Company that the Exchange is utilizing the financial status
indicator fields in the Consolidate Tape Association's Consolidated Tape System
and Consolidated Quote System High Speed Tape to identify companies that are
noncompliant with the Exchange's continued listing standards. The indicator,
"BC", will not change the Company's trading symbol itself, but will be
disseminated as an extension of the Company's symbol on the CTS and CQS whenever
the Company's trading symbol is transmitted with a quotation or trade.
Item 8.01. Other Events.
On July 19, 2013 the Company issued a press release announcing its receipt
from the Exchange of a notice of the Company's failure to satisfy a continued
listing standard. The full text of this press release is attached hereto as
Exhibit 99.
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: July 19, 2013 CEL-SCI CORPORATION
By: /s/ Geert R. Kersten
------------------------------------------
Geert R. Kersten, Chief Executive Officer
EX-99
2
form8kitem301exh99july-13.txt
EXHIBIT 99 PRESS RELEASE
EXHIBIT 99
8229 Boone Boulevard, Suite 802 COMPANY CONTACT:
Vienna, VA 22182. USA Gavin de Windt
Telephone (703) 506-9460 CEL-SCI Corporation
www.cel-sci.com (703) 506-9460
CEL-SCI REPORTS ON NYSE MKT NONCOMPLIANCE NOTICE AND COMPLIANCE PLAN
Vienna, VA, July 19, 2013 - CEL-SCI Corporation (NYSE MKT: CVM) reported on a
communication from staff of its current listing exchange that it considered the
company to be noncompliant with certain listing requirements based on its
quarterly report for the period ended March 31, 2013. The Company was given an
opportunity to maintain its listing by submitting a plan of compliance by August
19, 2013. The Company intends to submit such a plan by August 19, 2013.
Based on the company's quarterly report on Form 10-Q for the period ended March
31, 2013, noncompliance was noted with respect to the requirement of Section
1003(a)(iv) of the Company Guide for NYSE MKT. The exchange indicated that in
order to maintain its NYSE MKT listing, a plan should be submitted by August 19,
2013 addressing regaining compliance with Section 1003(a)(iv) of the exchange's
Company Guide by September 30, 2013. Additional information and provisions
regarding the NYSE MKT requirements are found in Part 10 of its Company Guide.
The communication and compliance plan has no current effect on the listing of
the company's shares on the exchange. If the plan is not acceptable or the
company does not make sufficient progress under the plan or reestablish
compliance by September 30, 2013, then staff of the exchange may initiate
proceedings for delisting from the NYSE MKT. The company may then appeal a staff
determination to initiate such proceedings in accordance with the exchange's
Company Guide.
About CEL-SCI Corporation
CEL-SCI is dedicated to research and development directed at improving the
treatment of cancer and other diseases by utilizing the immune system, the
body's natural defense system. Its lead investigational therapy is Multikine
(Leukocyte Interleukin, Injection), currently being studied in a pivotal global
Phase III clinical trial. CEL-SCI is also investigating an immunotherapy
(LEAPS-H1N1-DC) as a possible treatment for H1N1 hospitalized patients and as a
vaccine (CEL-2000) for Rheumatoid Arthritis (currently in preclinical testing)
using its LEAPS technology platform. The investigational immunotherapy
LEAPS-H1N1-DC treatment involves non-changing regions of H1N1 Pandemic Flu,
Avian Flu (H5N1), and the Spanish Flu, as CEL-SCI scientists are very concerned
about the possible emergence of a new more virulent hybrid virus through the
combination of H1N1 and Avian Flu, or maybe Spanish Flu. The Company has
operations in Vienna, Virginia, and in/near Baltimore, Maryland.
When used in this report, the words "intends," "believes," "anticipated" and
"expects" and similar expressions are intended to identify forward-looking
statements. Such statements are subject to risks and uncertainties which could
cause actual results to differ materially from those projected. Factors that
could cause or contribute to such differences include, an inability to duplicate
the clinical results demonstrated in clinical studies, timely development of any
potential products that can be shown to be safe and effective, receiving
necessary regulatory approvals, difficulties in manufacturing any of the
Company's potential products, inability to raise the necessary capital and the
risk factors set forth from time to time in CEL-SCI Corporation's SEC filings,
including but not limited to its report on Form 10-K for the year ended
September 30, 2012. The Company undertakes no obligation to publicly release the
result of any revision to these forward-looking statements which may be made to
reflect the events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.