UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
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 26, 2009
(a) CEL-SCI CORPORATION
(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 Boulevard, Suite 802
Vienna, Virginia 22182
(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (703) 506-9460
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N/A
(Former name or former address if changed since last report)
Item 1.01 Entry Into a Material Definitive Agreement
On August 20, 2009 CEL-SCI Corporation sold 9,701,000 shares of its common
stock to a group of private investors for $4,365,450 or $0.45 per share. The
investors also received warrants which entitle the investors to purchase
4,850,500 shares of CEL-SCI's common stock.
On August 26, 2009 CEL-SCI Corporation sold an additional 1,083,435 shares
of its common stock to a separate group of private investors for $487,545 or
$0.45 per share. The investors also received warrants which entitle the
investors to purchase 541,717 shares of CEL-SCI's common stock.
The warrants sold on August 26, and August 20, 2009 may be exercised at any
time on or after February 20, 2010 and on or prior to February 20, 2015 at a
price of $0.55 per share.
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 and warrants sold to the private investors.
Item 9.01 Financial Statements and Exhibits
Exhibit Number Description
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5 Opinion of Counsel
10(l) Securities Purchase Agreement (together with
schedule required by Instruction 2 to Item 601
of Regulation S-K), together with the form of
Warrant, which is an exhibit to the Securities
Purchase Agreement.
23(a) Consent of Attorneys.
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: August 27, 2009 CEL-SCI CORPORATION
By: /s/ Patricia B. Prichep
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Patricia B. Prichep, Senior Vice
President of Operations
CEL-SCI CORPORATION
FORM 8-K
EXHIBITS