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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): October 11, 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)
Check appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below)
[] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
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-14(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On October 8, 2013, CEL-SCI Corporation (the "Company"), Chardan Capital
Markets, LLC and Laidlaw & Company (UK) Ltd (the "Underwriters"), entered into
an underwriting agreement (the "Underwriting Agreement") to issue and sell
17,826,087 shares of the Company's common stock, as well as warrants to purchase
an additional 17,826,087 shares of common stock. Each share of common stock is
being sold together with a warrant to purchase one share for the combined
purchase price of $1.00, minus underwriting discounts and commissions. The
Company has granted the Underwriters an option to purchase up to 2,673,913
additional shares of common stock and/or warrants to purchase up to 2,673,913
additional shares of common stock, for the combined purchase price of $1.00 for
one share and one warrant, minus underwriting discounts and commissions, or the
separate purchase prices per share or warrant, as applicable, set forth in the
Underwriting Agreement. The option is exercisable, in whole or in part, for a
period of 45 days after October 8, 2013.
On October 11, 2013, the Underwriters exercised their over-allotment option
to purchase 2,673,913 warrants. The Offering of the 17,826,087 shares and the
20,500,000 warrants, which includes the 2,673,913 warrants sold as a result of
the exercise of the Underwriter's over-allotment option, closed on October 11,
2013. The net proceeds to the Company from the sale of the shares, warrants and
over-allotment warrants was approximately $16,424,600.04, after deducting the
underwriting discount.
The shares and warrants were offered and sold pursuant to the Company's
existing shelf registration statement on Form S-3 (333-184094) that was declared
effective by the Securities and Exchange Commission on October 5, 2012, a
Prospectus dated October 4, 2013 and a Prospectus Supplement dated October 8,
2013. The opinion of the Company's counsel regarding the validity of the
warrants sold by the Company as a result of the exercise of the over-allotment
option is filed herewith as Exhibit 5.
The foregoing description of the Underwriting Agreement is not complete and
is qualified in its entirety by reference to the full text of the Underwriting
Agreement, a copy of which was filed as Exhibit 1 to the Company's Report on
Form 8-K dated October 8, 2013, and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
The following exhibits are filed with this report:
5. Opinion of Hart & Hart, LLC.
23 Consent of Hart & Hart, LLC.
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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: October 11, 2013
CEL-SCI CORPORATION
By:/s/ Geert Kersten
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Geert Kersten, Chief Executive Office
