0001004878-21-000049.txt : 20210628 0001004878-21-000049.hdr.sgml : 20210628 20210628163433 ACCESSION NUMBER: 0001004878-21-000049 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20210623 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20210628 DATE AS OF CHANGE: 20210628 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: 211053981 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 form8k101kingswood6-21.txt KINGSWOOD AGREEMENT 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 23, 2021 CEL-SCI CORPORATION ------------------- (Exact name of Registrant as specified in its charter) Colorado 001-11889 84-0916344 ------------ ------------- -------------- (State or other jurisdiction (Commission File No.) (IRS Employer of incorporation) Identification No.) 8229 Boone Blvd. #802 Vienna, VA 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 the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions: [ ] 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)) Securities registered pursuant to Section 12(b) of the Act: Name of Each Exchange Title of Each Class Trading Symbol(s) on Which Registered ------------------- ----------------- ----------------- Common Stock CVM NYSE American Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (ss.203.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (ss.204.12b-2 of this chapter. Emerging growth company [ ] If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ] Item 1.01 Entry into a Material Definitive Agreement. On June 8, 2021, the Company entered into an Amended and Restated Underwriting Agreement with Kingswood Capital Markets, division of Benchmark Investments, LLC, as representative of the underwriters identified therein, pursuant to which the Company agreed to issue and sell 1,400,000 shares of common stock at a public offering price of $22.62 per share. Under the terms of the Amended and Restated Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to an additional 210,000 shares of common stock solely to cover over-allotments. On June 23, 2021, the Underwriters exercised their over-allotment option to purchase 210,000 additional shares of common stock. The Offering of the 210,000 shares sold as a result of the exercise of the Underwriter's over-allotment option closed on June 28, 2021. The net proceeds to the Company from the sale of the shares was approximately $4,418,000, after deducting the underwriting discount. Item 9.01 Financial Statements and Exhibits. Exhibit No. Description ----------- ------------ 5 Opinion of Hart & Hart, LLC 23 Consent of Hart & Hart, LLC 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: June 28, 2021 CEL-SCI CORPORATION By: /s/ Geert Kersten ---------------------------------- Geert Kersten Chief Executive Officer EX-5 2 form8k101exh56-21.txt OPINION LETTER HART & HART, LLC ATTORNEYS AT LAW 1624 Washington Street Denver, CO 80203 ________ harttrinen@aol.com (303) 839-0061 Fax: (303) 839-5414 June 28, 2021 CEL-SCI Corporation 8229 Boone Blvd. #802 Vienna, VA 22182 This letter will constitute our opinion upon the legality of the sale by CEL-SCI Corporation, a Colorado corporation ("CEL-SCI"), of up to 210,000 shares of common stock, all as referred to in the Registration Statement on Form S-3 (File No. 333-226558) (the "Registration Statement") filed with the Securities and Exchange Commission, declared effective by the Securities and Exchange Commission (the "Commission") on August 24, 2018, the prospectus included therein (the "Prospectus") and the prospectus supplement, dated June 8, 2021 (the "Prospectus Supplement"). The Prospectus Supplement pertains to an underwritten offering pursuant to an Amended and Restated Underwriting Agreement dated June 8, 2021 between the Company and Kingswood Capital Markets, division of Benchmark Investors, LLC. as Representative of the Several Underwriters. 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, the Prospectus and the Prospectus Supplement. In our opinion, the shares of common stock mentioned above have been duly authorized, and, when sold in the manner described in the Registration Statement, the Prospectus and the Prospectus Supplement, will be legally and validly issued, fully paid and non-assessable shares of CEL-SCI's common stock. Very truly yours, HART & HART, LLC /s/ William T. Hart ---------------------- William T. Hart EX-23 3 form8k101exh236-21.txt CONSENT OF ATTORNEYS CONSENT OF ATTORNEYS Reference is made to the Registration Statement of CEL-SCI Corporation (File #333-226558), whereby the Company proposes to sell 210,000 shares of its common stock. 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. Very truly yours, HART & HART, LLC /s/ William T. Hart ------------------- Denver, Colorado June 28, 2021