UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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): October 3, 2011
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 1.01 Entry Into a Material Definitive Agreement
On October 3, 2011 CEL-SCI Corporation sold 13,333,334 shares of its common
stock to a group of private investors for $4,000,000 or $0.30 per share. The
investors also received Series F warrants which entitle the investors to
purchase up to 12,000,000 shares of CEL-SCI's common stock. The Series F
warrants may be exercised at any time prior to October 6, 2014 at a price of
$0.40 per share.
CEL-SCI has agreed to pay Chardan Capital Markets, LLC, the placement agent
for this offering, a cash commission of $140,000, as well as 666,667 Series G
warrants. Each Series G warrant entitles the holder to purchase one share of
CEL-SCI's common stock. The Series G warrants may be exercised at any time prior
to August 12, 2014 at a price of $0.40 per share.
CEL-SCI has filed with the Securities and Exchange Commission a prospectus
supplement to its shelf Registration Statement on Form S-3 registering the
shares of common stock and warrants sold to the private investors.
The transaction closed on October 6, 2011.
Roth Capital Partners served as the financial advisor to CEL-SCI for this
transaction.
Item 9.01 Financial Statements and Exhibits
Exhibit Number Description
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5 Opinion of Counsel
10(aa) Securities Purchase Agreement, together
with schedule required by Instruction 2 to Item
601 of Regulation S-K, and the form of the Series
F warrant, which is an exhibit to the
Securities Purchase Agreement.
10(bb) Placement Agent 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: October 6, 2011 CEL-SCI CORPORATION
By:/s/ Geert R. Kersten
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Geert R. Kersten, Chief Executive Officer
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