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.