0001004878-13-000313.txt : 20131011 0001004878-13-000313.hdr.sgml : 20131011 20131011161026 ACCESSION NUMBER: 0001004878-13-000313 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20131011 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20131011 DATE AS OF CHANGE: 20131011 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: 131148101 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 form8k101oct-13.txt FORM 8-K ITEM 1.01 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): October 11, 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) Check appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below) [] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [] Pre-commencement communications pursuant to Rule 13e-14(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 1.01 Entry into a Material Definitive Agreement. On October 8, 2013, CEL-SCI Corporation (the "Company"), Chardan Capital Markets, LLC and Laidlaw & Company (UK) Ltd (the "Underwriters"), entered into an underwriting agreement (the "Underwriting Agreement") to issue and sell 17,826,087 shares of the Company's common stock, as well as warrants to purchase an additional 17,826,087 shares of common stock. Each share of common stock is being sold together with a warrant to purchase one share for the combined purchase price of $1.00, minus underwriting discounts and commissions. The Company has granted the Underwriters an option to purchase up to 2,673,913 additional shares of common stock and/or warrants to purchase up to 2,673,913 additional shares of common stock, for the combined purchase price of $1.00 for one share and one warrant, minus underwriting discounts and commissions, or the separate purchase prices per share or warrant, as applicable, set forth in the Underwriting Agreement. The option is exercisable, in whole or in part, for a period of 45 days after October 8, 2013. On October 11, 2013, the Underwriters exercised their over-allotment option to purchase 2,673,913 warrants. The Offering of the 17,826,087 shares and the 20,500,000 warrants, which includes the 2,673,913 warrants sold as a result of the exercise of the Underwriter's over-allotment option, closed on October 11, 2013. The net proceeds to the Company from the sale of the shares, warrants and over-allotment warrants was approximately $16,424,600.04, after deducting the underwriting discount. The shares and warrants were offered and sold pursuant to the Company's existing shelf registration statement on Form S-3 (333-184094) that was declared effective by the Securities and Exchange Commission on October 5, 2012, a Prospectus dated October 4, 2013 and a Prospectus Supplement dated October 8, 2013. The opinion of the Company's counsel regarding the validity of the warrants sold by the Company as a result of the exercise of the over-allotment option is filed herewith as Exhibit 5. The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which was filed as Exhibit 1 to the Company's Report on Form 8-K dated October 8, 2013, and is incorporated by reference herein. Item 9.01. Financial Statements and Exhibits. The following exhibits are filed with this report: 5. Opinion of Hart & Hart, LLC. 23 Consent of Hart & Hart, LLC. 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: October 11, 2013 CEL-SCI CORPORATION By:/s/ Geert Kersten ---------------------------------- Geert Kersten, Chief Executive Officer EX-5 2 form8k101exh5oct-13.txt EXH. 5 OPINION LETTER EXHIBIT 5 HART & HART, LLC ATTORNEYS AT LAW 1624 Washington Street Denver, CO 80203 William T. Hart, P.C. ________ Email: harttrinen@aol.com Will Hart Facsimile: (303) 839-5414 (303) 839-0061 October 11, 2013 CEL-SCI Corporation 8229 Boone Boulevard, Suite 802 Vienna, Virginia 22182 This letter will constitute our opinion upon the legality of the sale by CEL-SCI Corporation, a Colorado corporation ("CEL-SCI"), of warrants to purchase up to 2,673,913 shares of CEL-SCI's common stock, as well as shares issuable upon the exercise of the warrants, all as referred to in the Registration Statement on Form S-3 (File No. 333-184094) filed 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, the applicable laws of the State of Colorado, and a copy of the Registration Statement. In our opinion: o the warrants have been legally issued, are fully paid and non-assessable and are the binding obligations of CEL-SCI; and o the shares of common stock issuable upon the exercise of the warrants, when the warrants are exercised in accordance with their terms, will be legally issued and will represent fully paid and non-assessable shares of CEL-SCI's common stock. Very truly yours, HART & HART /s/ William T. Hart William T. Hart EX-23 3 form8k101exh23oct-13.txt EXH. 23 ATTORNEY CONSENT EXHIBIT 23 CONSENT OF ATTORNEYS Reference is made to the Registration Statement of CEL-SCI Corporation, whereby the Company proposes to sell 2,673,913 warrants. Reference is also made to Exhibit 5 included as part of this 8-K Report 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 & HART, LLC /s/ William T. Hart William T. Hart October 11, 2013