UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
placeCityWASHINGTON, StateD.C. PostalCode20549
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): August 3, 2010
CEL-SCI CORPORATION
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(Exact name of Registrant as specified in its charter)
Colorado 0-11503 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
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N/A
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(Former name or former address if changed since last report)
Item 8.01 Other Events
In April 2007 CEL-SCI Corporation issued its Series M warrants to a group
of private investors. The Series M warrants collectively entitle the holders to
purchase up to 10,021,667 shares of CEL-SCI's common stock at a price of $2.00
per share. The Series M warrants expire on July 31, 2012.
Laksya Ventures is the owner of 8,800,000 Series M Warrants. On August 3,
2010 CEL-SCI's Directors approved an amendment to the terms of the Series M
warrants held by Laksya such that Laksya may purchase 6,000,000 shares of
CEL-SCI's common stock (as reduced from 8,800,000 shares) at a price of $0.60
per share.
In approving the amendment to Laksya's Series M warrants, CEL-SCI's
Directors determined that reducing the number of CEL-SCI's outstanding warrants
would be beneficial.
CEL-SCI will file with the Securities and Exchange Commission a prospectus
supplement to its shelf Registration Statement on Form S-3 registering the
shares issuable upon the exercise of the Series M warrants.
CEL-SCI will not pay any commissions with respect to the sale of any
securities offered by the prospectus supplement.
Item 9.01 Financial Statements and Exhibits
Exhibit Number Description
5 Opinion of Counsel
10(i) Warrant Modification Agreement
23(a) Consent of Attorneys
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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: August 9, 2010 CEL-SCI CORPORATION
By: /s/ Patricia B. Prichep
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Patricia B. Prichep
Senior Vice President of Operations
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CEL-SCI CORPORATION
FORM 8-K
EXHIBITS