0001004878-15-000207.txt : 20150701 0001004878-15-000207.hdr.sgml : 20150701 20150701171028 ACCESSION NUMBER: 0001004878-15-000207 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150629 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20150701 DATE AS OF CHANGE: 20150701 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: 15966029 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 form8kitem101declaranote6-15.txt 8-K RE AMEND DE CLARA NOTE 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): June 29, 2015 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 1.01 Entry Into a Material Definitive Agreement On December 28, 2008, the Company issued a promissory note to Maximilian de Clara, the Company's President and a director.. On April 30, 2009 the Company signed a 1st Amendment to the Note due to the Company's inability to repay the Note. On July 6, 2009 a 2nd Amendment to the Note was signed. On August 22, 2011, the Note was amended and restated. In August 2014 the Note was transferred to the de Clara Trust. On June, 29, 2015, the parties amended the Note as follows: 1) Effective July 7, 2015, interest on the Note will be at an annual rate of 9% and will be payable monthly. 2) The maturity date of the Note is extended to July 6, 2017. 3) The Note, in whole or in part, will be convertible at the Holder's option into shares of the Company's common stock at a price of $0.59 per share, subject to the customary adjustments. In connection with the third amendment to the Note, the expiration date of the Series N warrants (1,871,282 which are held by the de Clara Trust) was extended to August 18, 2017. The Series N warrants allow the trust to purchase 1,871,282 shares of the Company's common stock at a price of $0.53 per share. Geert Kersten, the Company's Chief Executive Officer and a director, is the trustee and sole beneficiary of the de Clara Trust. The amendment to the Note and the extension of the Series N Warrants was approved by the Company's Compensation Committee and board of directors. 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 1, 2015 CEL-SCI CORPORATION By: /s/ Patricia B. Prichep ------------------------------------- Patricia B. Prichep Senior Vice President of Operations