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UNITED STATES
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): July 18, 2013
CEL-SCI CORPORATION
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(Exact name of Registrant as specified in its charter)
Colorado 01-11889 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
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(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (703) 506-9460
N/A
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(Former name or former address if changed since last report)
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
CEL-SCI Corporation ("CEL-SCI") received a communication dated July 18,
2013 from the staff of the NYSE MKT LLC (the "Exchange") that, based on the
Exchange staff's review of publicly available information, CEL-SCI was deemed to
be noncompliant with certain continued listing standards of the Exchange as set
forth in Part 10 of the NYSE MKT Company Guide (the "Company Guide"). In
particular, based on the Company's quarterly report on Form 10-Q for the period
ended March 31, 2013, noncompliance was noted with respect to the requirement of
section 1003(a)(iv) of the Company Guide for NYSE MKT issuers. Additional
information and provisions regarding the NYSE MKT requirements are found in Part
10 of its company guide.
In order to maintain listing of the Company's common stock on the NYSE MKT,
the Company is required to submit a plan by August 19, 2013, advising the
Exchange of the actions the Company has taken, or will take, that would bring it
into compliance with Section 1003(a)(iv) of the Company Guide by September 30,
2013. The company plans to submit this plan by August 19, 2013. If the Exchange
accepts the plan, then the Company may be able to continue its listing during
the plan period, during which time the Company will be subject to periodic
review to determine whether it is making progress consistent with the plan. If
the plan is not acceptable to the Exchange, or even if accepted, if the Company
is not in compliance with the continued listing standards at the end of the plan
period or the Company does not make progress consistent with the plan during
such period, then the staff of the Exchange would be expected to initiate
delisting proceedings. The Company may then appeal such a determination by the
staff of the Exchange in accordance with the provisions of section 1010 and Part
12 of the Company Guide.
The Company's common stock continues to trade on the Exchange. The Exchange
has advised the Company that the Exchange is utilizing the financial status
indicator fields in the Consolidate Tape Association's Consolidated Tape System
and Consolidated Quote System High Speed Tape to identify companies that are
noncompliant with the Exchange's continued listing standards. The indicator,
"BC", will not change the Company's trading symbol itself, but will be
disseminated as an extension of the Company's symbol on the CTS and CQS whenever
the Company's trading symbol is transmitted with a quotation or trade.
Item 8.01. Other Events.
On July 19, 2013 the Company issued a press release announcing its receipt
from the Exchange of a notice of the Company's failure to satisfy a continued
listing standard. The full text of this press release is attached hereto as
Exhibit 99.
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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: July 19, 2013 CEL-SCI CORPORATION
By: /s/ Geert R. Kersten
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Geert R. Kersten, Chief Executive Officer
