3
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): May 4, 2004
CEL-SCI CORPORATION
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(Exact name of Registrant as specified in its charter)
Colorado 0-11503 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)
Item 5. Other Events and Regulation FD Disclosure
On May 4, 2003, CEL-SCI sold 6,402,435 shares of its common stock to a
private investor for $5,250,000 or $0.82 per share. As part of this transaction,
Wachovia Capital Markets, LLC, the placement agent in the offering, received
from CEL-SCI a cash commission of $315,000, or 6% of the gross offering price
for the shares sold, as well as warrants to purchase 76,642 shares of CEL-SCI's
common stock at a price of $1.37 per share at any time prior to May 4, 2009.
CEL-SCI also paid certain legal fees and other expenses incurred by the
placement agent which are estimated to be $75,000. CEL-SCI has filed with the
Securities and Exchange Commission a prospectus supplement to its shelf
registration statement on Form S-3 registering the shares of common stock sold
to the private investor.
Item 7. Financial Statements and Exhibits
Exhibit Number Description
5 Opinion of Counsel
10(bb) Placement Agent Agreement
Placement Agent Warrant
10(cc) Securities Purchase Agreement
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: May 4, 2004
CEL-SCI CORPORATION
By: /s/ Geert R. Kersten
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Geert R. Kersten, Chief Executive Officer
CEL-SCI CORPORATION
FORM 8-K
EXHIBITS