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): June 22, 2017
CEL-SCI CORPORATION
--------------------------------------
(Exact name of registrant as specified in its charter)
Colorado 001-11889 84-0916344
---------------------------- --------------------- ---------------------
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
8229 Boone Bl-vd. #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 (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 3.02. Unregistered Sales of Equity Securities.
See Item 1.01 of this report.
Item 1.01. Entry Into a Material Definitive Agreement.
The Company has received subscription agreements for the sale of
convertible notes in the principal amount of $1.51 million from 6 individual
investors. Geert Kersten, the Company's Chief Executive Officer, participated in
the offering and purchased notes in the principal amount of $250,000. Shares
issuable upon the conversion of the notes will be restricted securities unless
registered.
The notes bear interest at 4% per year and are due and payable on December
22, 2017. At the option of the note holders, the notes can be converted into
shares of the Company's common stock at a fixed conversion rate of $1.69, the
closing price on June 21, 2017.
The purchasers of the convertible notes also received warrants which
entitle the purchasers to acquire up to 893,491 shares of the Company's common
stock. The warrants are exercisable at a fixed price of $1.86 per share and
expire on June 22, 2022. Shares issuable upon the exercise of the warrants will
be restricted securities unless registered.
The notes are secured by all of the Company's assets.
Item 2.03. Creation of Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
See Item 1.01 of this report.
2
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: June 22, 2017 CEL-SCI CORPORATION
By: /s/ Patricia B. Prichep
----------------------------
Patricia B. Prichep,
Senior Vice President of
Operations
