UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 8, 2013
CEL-SCI CORPORATION
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(Exact name of registrant as specified in its charter)
Colorado 001-11889 84-0916344
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
8229 Boone Blvd. #802
Vienna, VA 22182
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(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (703) 506-9460
N/A
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(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
(17CFR 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-4(c) under the
Exchange Act (17 CFR 240.13e-14c))
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.
The net proceeds are expected to be approximately $16,300,000, after
deducting the underwriting discounts and commissions and estimated expenses
payable by the Company, and without exercise of the Underwriters' over-allotment
option.
The Underwriting Agreement contains customary representations, warranties,
and agreements by the Company, and customary conditions to closing,
indemnification obligations of the Company and the Underwriters, including for
liabilities under the Securities Act of 1933, as amended, other obligations of
the parties, and termination provisions. The representations, warranties and
covenants contained in the Underwriting Agreement were made only for purposes of
such agreement and as of specific dates, were solely for the benefit of the
parties to such agreement, and may be subject to limitations agreed upon by the
contracting parties. These representations, warranties and covenants are not
factual information to investors about the Company.
The offering is being made pursuant to the Registration Statement and
Prospectus Supplement discussed below under Item 8.01. The Underwriting
Agreement is filed as Exhibit 1.1 to this Current Report, and the description of
the terms of the Underwriting Agreement is qualified in its entirety by
reference to such exhibit. A copy of the opinion of Hart & Hart, LLC relating to
the legality of the issuance and sale of the shares and warrants in the offering
is attached as Exhibit 5 hereto.
On October 7, 2013, the Company issued a press release announcing that it
had commenced the offering. A copy of this press release is attached hereto as
Exhibit 99.1. On October 8, 2013, the Company issued a press release announcing
that it had priced the offering. A copy of the press release is attached hereto
as Exhibit 99.2.
Item 8.01 Other Events.
On October 9, 2013, the Company filed with the Securities Exchange
Commission (the "Commission") a prospectus supplement (the "Prospectus
Supplement") to the prospectus (the "Prospectus") included as part of the
Company's registration statement on Form S-3 declared effective by the
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Commission on October 5, 2012 (File No. 333-184094) (the "Registration
Statement"), pursuant to which the Company will sell, in an underwritten
offering, 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.
Prospective investors should read the Registration Statement, the
Prospectus dated October 4, 2013 which was filed with the Commission on October
7, 2013 and the Prospectus Supplement, and all documents incorporated by
reference by the foregoing.
This transaction mentioned in Item 1.01 of this report caused the following
adjustment to the securities sold in CEL-SCI's August 2008 financing:
o The Series N warrants now allow the holders to purchase up to
1,189,961shares of CEL-SCI's common stock at a price of $0.91 per
share; and
o an additional 764,602 shares of common stock were issued to one
investor which participated in the August 2008 financing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Description
1.1 Underwriting Agreement dated October 8, 2013.
5 Opinion of Hart & Hart, LLC
23 Consent of Hart & Hart, LLC
99.1 Press Release dated October 7, 2013.
99.2 Press Release dated October 8, 2013.
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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 9, 2013
CEL-SCI CORPORATION
By:/s/ Patricia B. Prichep
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Patricia B. Prichep Senior Vice President
of Operations