UNITED STATES
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): June 11,
2018
CEL-SCI
CORPORATION
(Exact
name of Registrant as specified in its charter)
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Colorado
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01-11889
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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 Boulevard
Suite
802
Vienna, Virginia 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 (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 Rule 405 of the Securities Act of 1933 (§203.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of
1934 (§204.12b-2 of this chapter.
Emerging
growth company ☐
If an
emerging growth company, indicate by check mark 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.
On June
11, 2018 holders of the Company notes in the principal amount of
$1,860,000 converted their notes into 937,804 shares of the
Company’s common stock.
In
consideration for the early conversion of their notes, the note
holders received warrants (Series UU) which collectively allow the
holders to purchase up to 187,562 shares of the Company’s
common stock at a price of $2.80 per share at any time on or after
December 11, 2018 and at any time on or before June 11,
2020.
The
Company relied upon the exemption provided by Section 4(a)(2) of
the Securities Act of 1933 in connection with issuance of the
securities described above. The persons who acquired these
securities were sophisticated investors and were provided full
information regarding the Company’s business and operations.
There was no general solicitation in connection with the offer or
sale of these securities. The persons who acquired these securities
acquired them for their own accounts. The certificates representing
these securities will bear a restricted legend providing that they
cannot be sold except pursuant to an effective registration
statement or an exemption from registration. No commission was paid
to any person in connection with the sale of these
securities.
Item 8.01.
Other Events.
On
December 9, 2016, the Company received notice from the NYSE MKT
(the “Exchange”) indicating that the Company was not in
compliance with Section 1003(a) of the Exchange's continued listing
standards in the Company Guide. The Company was afforded the
opportunity to submit a plan to regain compliance, and on January
9, 2017 the Company submitted its plan to the
Exchange.
On
February 24, 2017, the Exchange notified the Company that it
accepted the Company's plan of compliance and granted the Company
an extension until June 11, 2018 to regain compliance with the
continued listing standards.
On June
13, 2018 the Company was notified by the Exchange that the Company
had regained compliance with the continued listing
standards.
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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.
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CEL-SCI CORPORATION
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Date: June 13,
2018
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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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