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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): March 8, 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
March 8, 2017, CEL-SCI Corporation (“CEL-SCI”) entered
into a securities purchase agreement with institutional investors
whereby it sold 15,000,000 shares of its common stock for aggregate
gross proceeds of $1,500,000, or $0.10 per share, in a registered
direct offering. The closing of the offering is expected to take
place on or about March 14, 2017, subject to the satisfaction of
customary closing conditions.
In a
concurrent private placement, CEL-SCI also issued to the purchasers
of CEL-SCI’s common stock, referred to in the preceding
paragraph, warrants (Series II) to purchase 15,000,000 shares of
CEL-SCI’s common stock. The warrants can be exercised, at a
price of $0.12 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
$1,340,000. 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 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 750,000 warrants to the Placement Agent (the “Agent
Warrants”) as part of its compensation. The Agent Warrants
may be exercised at any time on or after September 8, 2017 and on
or before March 8, 2022 at a price of $0.125 per share.
The Placement Agent also has a
twelve-month right of first offer period, indemnification and other
customary provisions for transactions of this
nature.
On
March 9, 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 II
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 II
Warrants and the Agent Warrants is hereby incorporated by reference
into this Item 3.02.
Item
9.01 Financial Statements and
Exhibits.
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Exhibit
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Description
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Engagement Agreement, dated March 7, 2017, by and among CEL-SCI
Corporation and Rodman & Renshaw.
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Form of Warrant (Series II).
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Placement Agent Warrant (Series JJ).
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Opinion of Hart & Hart, LLC.
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Securities Purchase Agreement
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Consent of Hart & Hart, LLC (included in Exhibit
5)
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Press Release dated March 9, 2017.
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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.
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CEL-SCI
CORPORATION
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Date:
March 10, 2017 |
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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