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): December 19, 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
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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 (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))
Item 1.01 Entry Into a Material Definitive Agreement.
On December 19, 2013, CEL-SCI Corporation (the "Company"), and Laidlaw &
Company (UK) Ltd., as the representative of the Underwriters, entered into an
underwriting agreement (the "Underwriting Agreement") whereby the Company will
issue and sell 4,761,905 shares of the Company's common stock, as well as
warrants to purchase an additional 4,761,905 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 $0.63, minus underwriting discounts and
commissions. The common stock and warrants will separate immediately. The
warrants are immediately exercisable, expire October 11, 2018 and have an
exercise price of $1.25. The warrants have been approved for an unpriced
quotation on the OTC Bulletin Board under the symbol "CSCIW," however no market
for the warrants has developed as of the date hereof. The offering is expected
to close on or about December 24, 2013, subject to customary closing conditions
The Company has granted the Underwriters a 45-day option to purchase up to
476,190 additional shares of common stock and warrants to purchase up to 476,190
additional shares of common stock, for the combined purchase price of $0.63 for
one share and one warrant, minus underwriting discounts and commissions in
accordance with the terms set forth in the Underwriting Agreement.
The net proceeds from the offering are expected to be approximately
$2,710,000, after deducting the underwriting discounts and commissions and
estimated expenses payable by the Company, and without giving effect to the
exercise of the Underwriters' over-allotment option.
Pursuant to the Underwriting Agreement, subject to certain exceptions, the
Company, and its directors and officers have agreed not to sell or otherwise
dispose of any of the Company's Common Stock held by them for a period ending 60
days after the date of the Underwriting Agreement without first obtaining the
written consent of Laidlaw & Company (UK) Ltd., as representative of the
Underwriters, subject to certain exceptions.
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 December 18, 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 December 19, 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 December 19, 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 February 28, 2013 (File No. 333-186103) (the "Registration
Statement"), pursuant to which the Company will sell, in an underwritten
offering, 4,761,905 shares of the Company's common stock, as well as warrants to
purchase an additional 4,761,905 shares of common stock.
Prospective investors should read the Registration Statement, the
Prospectus dated December 17, 2013 which was filed with the Commission on
December 18, 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
2,951,419 shares of CEL-SCI's common stock at a price of $0.53 per
share; and
o an additional 798.481 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 December 19, 2013, by and among CEL-SCI
Corporation and the Underwriters named in Schedule I thereto.
5 Opinion of Hart & Hart, LLC
23 Consent of Hart & Hart, LLC
99.1 Press Release dated December 18, 2013.
99.2 Press Release dated December 19, 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: December 19, 2013
CEL-SCI CORPORATION
By: /s/ Patricia B. Prichep
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Patricia B. Prichep
Senior Vice President of Operations