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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): August 22, 2017
CEL-SCI CORPORATION
(Exact
name of registrant as specified in its charter)
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Colorado
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001-11889
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84-0916344
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(State or other
jurisdiction of incorporation)
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(Commission File
No.)
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(IRS Employer
Identification No.)
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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 (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
August 22, 2017, CEL-SCI Corporation (“CEL-SCI”)
entered into a securities purchase agreement with institutional
investors whereby it sold 1,750,000 shares of its common stock for
aggregate gross proceeds of $3,500,000, or $2.00 per share, in a
registered direct offering. The closing of the offering is expected
to take place on or about August 28, 2017, subject to the
satisfaction of customary closing conditions.
In a
concurrent private placement, CEL-SCI also issued to the purchaser
of CEL-SCI’s common stock, referred to in the preceding
paragraph, warrants (Series PP) to purchase 1,750,000 shares of
CEL-SCI’s common stock. The warrants can be exercised at a
price of $2.30 per share, commencing six months after the date of
issuance and ending five and a half years after the date of
issuance. The warrants and the shares of common stock issuable upon
the exercise of the warrants are being offered pursuant to the
exemption provided in Section 4(a)(2) under the Securities Act
of 1933 and Rule 506(b) promulgated thereunder.
Rodman & Renshaw, a unit
of H.C. Wainwright & Co. (the “Placement
Agent”), acted as the exclusive placement agent in connection
with the offering.
The net
proceeds to CEL-SCI from the transaction, after deducting the
placement agent’s fees and expenses and CEL-SCI’s
estimated offering expenses, are expected to be approximately
$3,200,000. CEL-SCI intends to use the net proceeds from the
offering for its clinical trials and general corporate
purposes. CEL-SCI has not yet determined the amount of net
proceeds to be used specifically for any of the foregoing
purposes.
The
shares of common stock were offered and sold by CEL-SCI pursuant to
an effective shelf registration statement on Form S-3, which
was filed with the Securities and Exchange Commission (the
“SEC”) on July 1, 2015 and subsequently declared
effective on October 30, 2015 (File No. 333-205444) (the
“Registration Statement”), and the base prospectus
dated as of October 30, 2015 contained therein. CEL-SCI has filed a
prospectus supplement and an accompanying prospectus with the SEC
in connection with the sale of the common stock.
CEL-SCI
has agreed to pay the Placement Agent a cash commission of 7% of
the gross proceeds raised in the offering. CEL-SCI has also agreed
to issue warrants to purchase 87,500 shares of CEL-SCI’s
common stock to the Placement Agent (the “Agent
Warrants”) as part of its compensation. The Placement Agent
Warrants are subject to a 180-day lock-up and may be exercised at
any time on or after February 22, 2018 and on or before August 22,
2022 at a price of $2.50 per share. The Placement Agent also has a twelve-month right
of first refusal period, reimbursement of certain expenses in the
amount of up to $40,000, indemnification and other customary
provisions for transactions of this nature.
On
August 23, 2017, CEL-SCI issued a press release announcing that it
had priced the offering. A copy of this press release is attached
as Exhibit 99.
The
engagement agreement entered into with the Placement Agent, the
forms of the Securities Purchase Agreement and the Series PP
Warrant, and the Placement Agent Warrant are filed as exhibits to
this Current Report on Form 8-K. The foregoing summaries of
the terms of these documents are subject to, and qualified in their
entirety by, such documents, which are incorporated herein by
reference.
Item
3.02
Unregistered
Sales of Equity Securities
The
information contained above in Item 1.01 related to the Series PP
Warrants and Placement Agent’s Warrants is hereby
incorporated by reference into this Item 3.02.
CEL-SCI
relied upon the exemption provided by Section 4(a)(2) of the
Securities Act of 1933 in connection with sale of the securities
described above. The persons who acquired these shares were
sophisticated investors and were provided full information
regarding CEL-SCI’s business and operations. There was no
general solicitation in connection with the offer or sale of these
securities. The persons who acquired these securities acquired them
for their own accounts. The certificates representing these
securities will bear a restricted legend providing that they cannot
be sold except pursuant to an effective registration statement or
an exemption from registration. A commission was paid to the
Placement Agent in connection with the sale of these
securities.
Item
9.01
Financial
Statements and Exhibits.
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Exhibit
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Description
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| 1.1 |
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Engagement
Agreement, dated August 21, 2017, by and among CEL-SCI Corporation
and Rodman & Renshaw. |
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4
(s)
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Form of Warrant
(Series PP). |
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4
(t)
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Placement Agent
Warrant (Series QQ). |
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Opinion of Hart
& Hart, LLC. |
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10(vvv)
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Securities Purchase
Agreement |
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| 23 |
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Consent of Hart
& Hart, LLC |
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99
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Press Release dated
August 23, 2017. |
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.
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CEL-SCI
CORPORATION
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Date: August 24,
2017
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By:
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/s/
Patricia B.
Prichep
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Patricia B.
Prichep
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Senior Vice
President of Operations
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