0001004878-17-000045.txt : 20170228 0001004878-17-000045.hdr.sgml : 20170228 20170227173837 ACCESSION NUMBER: 0001004878-17-000045 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170224 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170228 DATE AS OF CHANGE: 20170227 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: 17643506 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 form8kitem301nyse2-17.txt 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): February 24, 2017 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. Other Events. On December 9, 2016, the Company received notice from the NYSE MKT (the "Exchange") indicating that the Company was not in compliance with Section 1003(a) of the Exchange's continued listing standards in the Company Guide. The Company was afforded the opportunity to submit a plan to regain compliance, and on January 9, 2017 the Company submitted its plan to the Exchange. On February 24, 2017, the Exchange notified the Company that it accepted the Company's plan of compliance and granted the Company an extension until June 11, 2018 to regain compliance with the continued listing standards. The Company will be subject to periodic review during the extension period. Failure to make progress consistent with the plan or to regain compliance with the continued listing standards by the end of the extension period could result in the Company being delisted from the NYSE MKT. On February 27, 2017, the Company issued a press release announcing its receipt from the Exchange of its acceptance of the Company's plan of compliance. The full text of this press release is attached as Exhibit 99. Item 9.01. Financial Statements anf Exhibits. Exhibit Description ------- ----------- 99 Press Release dated February 27, 2017 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: February 27, 2017 CEL-SCI CORPORATION By: /s/ Patricia B. Prichep --------------------------------- Patricia B. Prichep, Senior Vice President of Operations EX-99 2 form8kitem301ex99feb-17.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 Announces That the NYSE MKT Approves Plan VIENNA, VA, February 27, 2017 - CEL-SCI Corporation (NYSE MKT: CVM) announces that the NYSE MKT (the "Exchange") has accepted the Company's plan to bring itself into compliance with the Exchange's continued listing standards. The Company previously received notice from the Exchange on December 9, 2016, indicating the Company is below compliance with Section 1003(a)(i), Section 1003(a)(ii) and Section 1003(a)(iii) since it reported a stockholders' equity deficit as of June 30, 2016 and had a net losses in its 5 most recent fiscal years ended September 30, 2015. The Company was afforded the opportunity to submit a plan to regain compliance, and on January 9, 2017 the Company submitted its plan to the Exchange. On February 24, 2017 the Exchange notified the Company that it accepted the Company's plan of compliance and granted the Company until June 11, 2018 to regain compliance with the continued listing standards. The Company will be subject to periodic review during this period. Failure to make progress consistent with the plan or to regain compliance with the continued listing standards by the end of the period could result in the Company being delisted 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's work is focused on finding the best way to activate the immune system to fight cancer and infectious diseases. The Company has operations in Vienna, Virginia, and in/near Baltimore, Maryland. Forward-Looking Statements This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. When used in this press release, the words "intends," "believes," "anticipated," "plans" and "expects," and similar expressions, are intended to identify forward-looking statements. Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. Such statements include, but are not limited to, statements about the terms, expected proceeds, use of proceeds and closing of the offering. 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's filings with the Securities and Exchange Commission, including but not limited to its report on Form 10-K and 10-K/A for the year ended September 30, 2016. 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.\