UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
CEL-SCI CORPORATION
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(Exact name of registrant as specified in its charter)
Colorado 84-0916344
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
8229 Boone Blvd., Suite 802
Vienna, Virginia 22182
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(Address of principal executive offices) (Zip Code)
Title of Each Name of each exchange on which
Class each class is to be registered
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Series S Warrants NYSE MKT
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form relates:
333-186103 (if applicable).
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
Item 1. Description of Registrant's Securities to be Registered.
Incorporated by reference to:
o the "Description of Securities" section of the Company's prospectus
supplement dated December 19, 2013 (Commission File No. 333-186103);
and
o Exhibit A to Exhibit 1.1 filed with the Company's Report on Form 8-K
dated December 19, 2013.
Item 2. Exhibits.
Exhibit Description
Series S Warrant Incorporated by reference to Exhibit A to Exhibit 1.1
filed with the Company's report on Form 8-K dated December
19, 2013.
Specimen Warrant Attached.
(Series S)
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SIGNATURE
Pursuant to the requirements of Section l2 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
Dated: January 2, 2014 CEL-SCI CORPORATION
By:/s/ Patricia B. Prichep
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Patricia B. Prichep
Senior Vice President of Operations
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Warrant Warrant
THIS CERTIFICATE IS TRANSFERABLE IN CANTON,
MA, JERSEY CITY, NJ AND COLLEGE STATION TX
Certificate Number
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CEL-SCI
Empowering Immune Defense
CEL-SCI CORPORATION
INCORPORATED UNDER THE LAWS OF THE STATE OF COLORADO
THIS CERTIFIES THAT: CUSIP 150837 17 7
SEE REVERSE FOR CERTAIN DETAILS
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or registered assigns, is the registered holders of the number of Series S Warrants ("Warrants") set forth above.
Each Warrant entitles the holders thereof to purchase from CEL-SCI Corporation, a corporation incorporated under
the laws of Colorado (the "Company"), subject to the terms and conditions set forth hereinafter and in the
Warrant Agent Agreement between the Company and Computershare Trust Company ("the Warrant Agent") dated December
9, 2013 ("the Warrant Agreement"), at any time on before 5:00 P.M., Mountain time, on October 11, 2018 ("Expiration
Date"), one fully paid and non-assessable share of Common Stock, of the Company ("Common Stock") upon presentation
and surrender of this Warrant Certificate, with the completed instructions for the registration and delivery of
Common Stock, at the office of the Warrant Agent or of its successor warrant agent or, if there be no successor
warrant agent, at the corporation offices of the Company, and upon payment of the Exercise Price (as defined in the
Warrant Agreement) and any applicable taxes paid either in cash, or by certified or official bank check, payable
in lawful money of the United States of America to the order of Computershare. Each Warrant initially entitles the
holder to purchase one share of Common Stock for $1.25. The number and kinds of securities or other property for
which the Warrants are exercisable are subject to adjustment in certain events, such as mergers, stock splits, stock
dividends, reverse splits and the like, to prevent dilution. The Company may, in its sole discretion, (i) extend the
Expiration Date by providing not less than 10 days' prior notice, or (ii) lower the Exercise Price at any time prior
to the Expiration Date.
Maximillian de Clara Dated ____________
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President
SEAL COUNTERSIGNED AND REGISTERED:
CEL-SCI CORPORATION COMPUTERSHARE TRUST COMPANY, N.A.
COLORADO TRANSFER AGENT AND REGISTRAR.
Geert R. Kersten
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Chief Executive Officer
By:
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AUTHORIZED SIGNATURE