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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 14, 2014
CEL-SCI CORPORATION
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(Exact name of registrant as specified in its charter)
Colorado 001-11889 84-0916344
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
8229 Boone Blvd. #802
Vienna, VA 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 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 April 14, 2014, CEL-SCI Corporation (the "Company"), Dawson James
Securities, Inc. and Laidlaw & Company (UK) Ltd., the Underwriters, entered into
an underwriting agreement (the "Underwriting Agreement") whereby the Company
will issue and sell up to 8,800,000 shares of the Company's common stock, as
well as warrants to purchase up to an additional 2,200,000 shares of common
stock. Each share of common stock is being sold together with a warrant for the
combined purchase price of $1.40, minus underwriting discounts and commissions.
The common stock and warrants will separate immediately. The warrants are
immediately exercisable and expire on October 17, 2014. Every four warrants
entitle the holder to purchase one share of the Company's common stock at a
price of $1.58 per share. No market exists for the warrants and a market for the
warrants may never develop. The offering is expected to close on or about April
17, subject to customary closing conditions.
The net proceeds from the offering, assuming all shares and warrants
offered are sold, are expected to be approximately $11,346,000, after deducting
the underwriting discounts and commissions and estimated expenses payable by the
Company.
Pursuant to the Underwriting Agreement, subject to certain exceptions,
the Company, and its directors and officers have agreed not to sell or otherwise
dispose of any of the Company's common stock held by them for a period ending 60
days after the date of the Underwriting Agreement without first obtaining the
written consent of Underwriters, as representative of the Underwriters, subject
to certain exceptions.
The Underwriting Agreement contains customary representations,
warranties, and agreements by the Company, and customary conditions to closing,
indemnification obligations of the Company and the Underwriters, including for
liabilities under the Securities Act of 1933, as amended, other obligations of
the parties, and termination provisions. The representations, warranties and
covenants contained in the Underwriting Agreement were made only for purposes of
such agreement and as of specific dates, were solely for the benefit of the
parties to such agreement, and may be subject to limitations agreed upon by the
contracting parties. These representations, warranties and covenants are not
factual information to investors about the Company.
The offering is being made pursuant to the Registration Statement and
Prospectus Supplement discussed below under Item 8.01. The Underwriting
Agreement is filed as Exhibit 1.1 to this Current Report, and the description of
the terms of the Underwriting Agreement is qualified in its entirety by
reference to such exhibit. A copy of the opinion of Hart & Hart, LLC relating to
the legality of the issuance and sale of the shares and warrants in the offering
is attached as Exhibit 5 hereto.
On April 11, 2014, the Company issued a press release announcing that
it had commenced the offering. A copy of this press release is attached as
Exhibit 99.1. On April 14, 2014, the Company issued a press release announcing
that it had priced the offering. A copy of the press release is attached as
Exhibit 99.2.
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Item 8.01 Other Events.
On April 14, 2014, the Company filed with the Securities Exchange
Commission (the "Commission") a prospectus supplement (the "Prospectus
Supplement") to the prospectus (the "Prospectus") included as part of the
Company's registration statement on Form S-3 declared effective by the
Commission on February 28, 2013 (File No. 333-186103) (the "Registration
Statement"), pursuant to which the Company will sell up to 8,800,000 shares of
the Company's common stock, as well as warrants to purchase up to an additional
2,200,000 shares of common stock.
Prospective investors should read the Registration Statement, the
Prospectus dated December 17, 2013 which was filed with the Commission on
December 18, 2013, and the Prospectus Supplement, and all documents incorporated
by reference by the foregoing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Description
1.1 Underwriting Agreement dated April 14, 2014, by and among CEL-SCI
Corporation and the Underwriters named in Schedule I thereto.
5 Opinion of Hart & Hart, LLC
10(kk) Underwriters' Warrant
10(ll) Warrant Agent Agreement
23 Consent of Hart & Hart, LLC
99.1 Press Release dated April 11, 2014.
99.2 Press Release dated April 14, 2014.
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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: April 14, 2014
CEL-SCI CORPORATION
By: /s/ Patricia B. Prichep
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Patricia B. Prichep
Senior Vice President of Operations
