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): July 24, 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 |
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(Address of
principal executive offices, including Zip Code)
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Registrant’s
telephone number, including area code: (703)
506-9460
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N/A
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(Former name or
former address if changed since last report)
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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))
Indicate
by check mark whether the registrant
is an emerging growth company as defined in in Rule 405 of
the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of
this chapter).
Emerging
growth company ☐
If an
emerging growth company, indicate by checkmark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act.
☐
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 $960,000 from 8
individual investors. A trust in which Geert Kersten, the
Company’s Chief Executive Officer, holds a beneficial
interest 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 $2.29, the closing price on July 21,
2017.
The
purchasers of the convertible notes also received warrants which
entitle the purchasers to acquire up to 419,213 shares of the
Company’s common stock. The warrants are exercisable at a
fixed price of $2.52 per share and expire on July 24, 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.
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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Company Name
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Date: July 24,
2017
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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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