Rule 424(b)(3)
File
#333-184094
PROSPECTUS SUPPLEMENT
(to Prospectus dated September 25, 2012)
CEL-SCI CORPORATION
Common Stock and Warrants
By means of this prospectus CEL-SCI Corporation is offering to sell
35,000,000 shares of its common stock to investors at a price of $0.30 per
share. The investors will also receive 26,250,000 Series R warrants. Each Series
R warrant will entitle the holder to purchase one share of CEL-SCI's common
stock. The Series R warrants may be exercised at any time on or after June 7,
2013 and on or before December 7, 2016 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 $682,500.
The securities offered by this prospectus are speculative and involve a
high degree of risk and should be purchased only by persons who can afford to
lose their entire investment. For a description of certain important factors
that should be considered by prospective investors, see "Risk Factors" beginning
on page 8 of this prospectus supplement and on page 12 of CEL-SCI's prospectus
dated September 25, 2012.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or has passed upon
the accuracy or adequacy of this prospectus. Any representation to the contrary
is a criminal offense.
CEL-SCI's common stock is traded on the NYSE MKT under the symbol "CVM". On
November 30, 2012 the closing price of CEL-SCI's common stock was $0.34.
Delivery of the shares and warrants will take place on or about December 7,
2012 subject to the satisfaction of certain conditions.
The date of this prospectus supplement is December 4, 2012.
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TABLE OF CONTENTS
Prospectus Supplement
Page
About this Prospectus Supplement 3
Forward-Looking Statements 4
Prospectus Supplement Summary 5
The Offering 7
Risk Factors 8
Determination of Offering Price 9
Use of Proceeds 9
Dilution 10
Description of Securities 11
Plan of Distribution 13
Additional Information 13
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ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is the prospectus supplement,
including the documents incorporated by reference, which describes the specific
terms of this offering. The second part, the accompanying prospectus, including
the documents incorporated by reference, provides more general information.
Generally, when we refer to this prospectus, we are referring to both parts of
this document combined. We urge you to carefully read this prospectus supplement
and the accompanying prospectus, and the documents incorporated herein and
therein, before buying any of the securities being offered by this prospectus
supplement. This prospectus supplement may add, update or change information
contained in the accompanying prospectus. To the extent that any statement that
we make in this prospectus supplement is inconsistent with statements made in
the accompanying prospectus or any documents incorporated by reference therein,
the statements made in this prospectus supplement will be deemed to modify or
supersede those made in the accompanying prospectus and such documents
incorporated by reference therein.
You should rely only on the information contained or incorporated herein by
reference in this prospectus supplement and contained or incorporated therein by
reference in the accompanying prospectus. We have not authorized anyone to
provide you with different or additional information. If anyone provides you
with different, additional or inconsistent information, you should not rely on
it. We are not making an offer to sell these securities in any jurisdiction
where the offer or sale is not permitted. Persons outside the United States who
come into possession of this prospectus must inform themselves about, and
observe any restrictions relating to, the offering of the common stock and the
distribution of this prospectus outside the United States. You should assume
that the information in this prospectus supplement and the accompanying
prospectus is accurate only as of the date on the front of the applicable
document and that any information we have incorporated by reference is accurate
only as of the date of the document incorporated by reference, regardless of the
time of delivery of this prospectus supplement or the accompanying prospectus,
or any sale of a security. Our business, financial condition, results of
operations and prospects may have changed since those dates. You should read
this prospectus supplement, the accompanying prospectus and the documents
incorporated by reference in this prospectus supplement and the accompanying
prospectus when making your investment decision. You should also read and
consider the information in the documents we have referred you to in the section
of this prospectus entitled "Where You Can Find More Information."
This prospectus supplement, the accompanying prospectus, and the
information incorporated herein and therein by reference may include trademarks,
service marks and trade names owned by us or other companies. All trademarks,
service marks and trade names included or incorporated by reference into this
prospectus supplement or the accompanying prospectus are the property of their
respective owners.
In this prospectus, unless otherwise specified or the context requires
otherwise, we use the terms "Cel-Sci," the "Company," "we," "us" and "our" to
refer to Cel-Sci Corporation. Our fiscal year ends on September 30.
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FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the documents
incorporated by reference herein and therein contain forward-looking statements.
These statements relate to future events and involve known and unknown risks,
uncertainties and other factors which may cause our actual results, performance
or achievements to be materially different from any future results, performances
or achievements expressed or implied by the forward-looking statements.
Factors that might affect our forward-looking statements include those
disclosed in this prospectus and the accompanying prospectus.
In some cases, you can identify forward-looking statements by terms such as
"may," "will," "should," "could," "would," "expects," "plans," "anticipates,"
"believes," "estimates," "projects," "predicts," "potential" and similar
expressions intended to identify forward-looking statements. These statements
reflect our current views with respect to future events and are based on
assumptions and subject to risks and uncertainties. Given these uncertainties,
you should not place undue reliance on these forward-looking statements. We
discuss many of these risks in greater detail under the heading "Risk Factors"
herein and in the documents incorporated by reference herein. Also, these
forward-looking statements represent our estimates and assumptions only as of
the date of the document containing the applicable statement.
Unless required by law, we undertake no obligation to update or revise any
forward-looking statements to reflect new information or future events or
developments. Thus, you should not assume that our silence over time means that
actual events are bearing out as expressed or implied in such forward-looking
statements. Before deciding to purchase our common stock, you should carefully
consider the risk factors incorporated by reference and set forth herein, in
addition to the other information set forth in this prospectus supplement, the
accompanying prospectus and in the documents incorporated by reference herein
and therein.
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PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights certain information about us, this offering and
information appearing elsewhere in this prospectus supplement, in the
accompanying prospectus and in the documents we incorporate by reference. This
summary is not complete and does not contain all of the information that you
should consider before investing in our securities. To fully understand this
offering and its consequences to you, you should read this entire prospectus
supplement and the accompanying prospectus carefully, including the information
referred to under the heading "Risk Factors" in the accompanying prospectus and
set forth herein, the financial statements and other information incorporated by
reference in this prospectus supplement and the accompanying prospectus when
making an investment decision.
About Cel-Sci Corporation
We were formed as a Colorado corporation in 1983. Our principal office is
located at 8229 Boone Boulevard, Suite 802, Vienna, VA 22182. Our telephone
number is 703-506-9460 and our web site is www.cel-sci.com.
Our business consists of the following:
1) Multikine(R) (Leukocyte Interleukin, Injection) investigational
cancer therapy;
2) LEAPS technology, with two investigational therapies, pandemic flu
treatment for hospitalized patients and CEL-2000, a rheumatoid
arthritis treatment vaccine.
MULTIKINE
Our lead investigational therapy, Multikine, is currently being developed
as a potential therapeutic agent directed at using the immune system to produce
an anti-tumor immune response. Data from Phase I and Phase II clinical trials
suggest that Multikine simulates the activities of a healthy person's immune
system, enabling it to use the body's own anti-tumor immune response. Multikine
(Leukocyte Interleukin, Injection) is the full name of this investigational
therapy, which, for simplicity, is referred to in the remainder of this document
as Multikine. Multikine is the trademark that we have registered for this
investigational therapy, and this proprietary name is subject to FDA review in
connection with our future anticipated regulatory submission for approval.
Multikine has not been licensed or approved for sale, barter or exchange by the
FDA or any other regulatory agency. Neither has its safety or efficacy been
established for any use.
Multikine has been cleared by the regulators in nine countries around the
world, including the U.S. FDA, for a global Phase III clinical trial in advanced
primary (not yet treated) head and neck cancer patients. This trial is expected
to be the largest head and neck cancer clinical study ever conducted.
It is also thought to be the first Phase III study in the world in which
immunotherapy is given to cancer patients first, i.e., prior to their receiving
any conventional treatment for cancer, including surgery, radiation and/or
chemotherapy. This could be shown to be important because conventional therapy
may weaken the immune system, and may compromise the potential effect of
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immunotherapy. Because Multikine is given before conventional cancer therapy,
when the immune system may be more intact, we believe the possibility exists for
it to have a greater likelihood of activating an anti-tumor immune response
under these conditions. This likelihood is one of the clinical aspects being
evaluated in the ongoing global Phase III clinical trial.
Multikine is a different kind of investigational therapy in the fight
against cancer; Multikine is a defined mixture of cytokines. It is a combination
immunotherapy, possessing both active and passive properties.
LEAPS
Our patented T-cell Modulation Process, referred to as LEAPS (Ligand
Epitope Antigen Presentation System), uses "heteroconjugates" to direct the body
to choose a specific immune response. LEAPS is designed to stimulate the human
immune system to more effectively fight bacterial, viral and parasitic
infections as well as autoimmune, allergies, transplantation rejection and
cancer, when it cannot do so on its own. Administered like a vaccine, LEAPS
combines T-cell binding ligands with small, disease associated, peptide antigens
and may provide a new method to treat and prevent certain diseases.
The ability to generate a specific immune response is important because
many diseases are often not combated effectively due to the body's selection of
the "inappropriate" immune response. The capability to specifically reprogram an
immune response may offer a more effective approach than existing vaccines and
drugs in attacking an underlying disease.
Using the LEAPS technology, we have created a potential peptide treatment
for H1N1 (swine flu) hospitalized patients. This LEAPS flu treatment is designed
to focus on the conserved, non-changing epitopes of the different strains of
Type A Influenza viruses (H1N1, H5N1, H3N1, etc.), including "swine", "avian or
bird", and "Spanish Influenza", in order to minimize the chance of viral "escape
by mutations" from immune recognition. Therefore one should think of this
treatment not really as an H1N1 treatment, but as a pandemic flu treatment. our
LEAPS flu treatment contains epitopes known to be associated with immune
protection against influenza in animal models.
With our LEAPS technology, we have also developed a second peptide named
CEL-2000, a potential rheumatoid arthritis vaccine. The data from animal studies
of rheumatoid arthritis using the CEL-2000 treatment vaccine demonstrated that
CEL-2000 is an effective treatment against arthritis with fewer administrations
than those required by other anti-rheumatoid arthritis treatments, including
Enbrel(R). CEL-2000 is also potentially a more disease type-specific therapy, is
calculated to be significantly less expensive and may be useful in patients
unable to tolerate or who may not be responsive to existing anti-arthritis
therapies.
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THE OFFERING
Common stock offered by this prospectus 35,000,000 shares
Common stock to be outstanding after
this offering 308,213,332 shares
The offering By means of this prospectus
supplement CEL-SCI Corporation is
offering to sell 35,000,000 shares
of its common stock to investors at
a price of $0.30 per share.
Investors in this offering will
also receive 26,250,000 Series R
warrants. Each Series R warrant
will entitle the holder to purchase
one share of CEL-SCI's common
stock. The Series R warrants may
be exercised at any time on or
after June 7, 2013 and on or before
December 7, 2016 at a price of
$0.40 per share.
This prospectus supplement also
relates to the offering of the shares
of common stock issuable upon exercise
of the warrants. There is no
established public trading market for
the warrants, and we do not expect a
market to develop. In addition, we do
not intend to apply for listing of the
warrants on any national securities
exchange or other nationally
recognized trading system. The
warrants will be issued in
certificated form.
Use of proceeds We intend to use the net proceeds
from this offering primarily for
our Phase III clinical trial, other
research and development, and
general and administrative
expenses. See "Use of Proceeds" on
page 10 for further information.
Risk factors Investing in our securities
involves a high degree of risk.
See "Risk Factors" below and
beginning on page 8 of this
prospectus supplement and on page
12 of the accompanying prospectus.
NYSE MKT Trading Symbol CVM
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The number of shares of common stock shown above to be outstanding after
this offering is based on 273,213,332 shares outstanding as of November 30, 2012
and excludes shares issuable upon the exercise of outstanding options and
warrants, or upon the converion of outstanding promissory notes. For further
information, see the "Comparative Share Data" section of the accompanying
prospectus.
RISK FACTORS
Investing in our common stock involves significant risks. You should
carefully consider the "Risk Factors" included and incorporated by reference in
the prospectus, this prospectus supplement and any other applicable prospectus
supplement, including the risk factors incorporated by reference from our most
recent Annual Report on Form 10-K for the fiscal year ended September 30, 2011,
filed with the SEC on December 23, 2011, as updated by our Quarterly Reports on
Form 10-Q and our other filings with the SEC pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended, filed after such
Annual Report. The risks and uncertainties we described are not the only ones
facing us. Additional risks not presently known to us, or that we currently deem
immaterial, may also impair our business operations. If any of these risks were
to occur, our business, financial condition, or result of operations would
likely suffer. In that event, the trading price of our common stock would
decline, and you could lose all or part of your investment.
Risks related to this Offering
Management will have broad discretion as to the use of the proceeds of this
offering.
We have not designated the amount of net proceeds we will receive from this
offering for any particular purpose. Accordingly, our management will have broad
discretion as to the application of these net proceeds and could use them for
purposes other than those contemplated at the time of this offering. Our
stockholders may not agree with the manner in which our management chooses to
allocate and spend the net proceeds.
You will experience immediate and substantial dilution.
Since the offering price of the securities offered pursuant to this prospectus
supplement and the accompanying prospectus is higher than the net tangible book
value per share of our common stock, you will suffer substantial dilution in the
net tangible book value of the common stock you purchase in this offering. See
"Dilution" in this prospectus supplement for a more detailed discussion of the
dilution you will incur if you purchase securities in this offering.
You may experience future dilution as a result of future equity offerings or
other equity issuances.
To raise additional capital, we may in the future offer additional shares of our
common stock or other securities convertible into or exchangeable for our common
stock. We cannot assure you that we will be able to sell shares or other
securities in any other offering at a price per share that is equal to or
greater than the price per share paid by investors in this offering. The price
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per share at which we sell additional shares of our common stock or other
securities convertible into or exchangeable for our common stock in future
transactions may be higher or lower than the price per share in this offering.
Our outstanding options and warrants may adversely affect the trading price
of our common stock.
As of November 30, 2012, there were outstanding stock options to purchase
approximately 37,567,000 shares of our common stock, at prices ranging between
$0.16 and $2.00 per share, and outstanding warrants to purchase approximately
74,431,000 shares of common stock, at prices ranging between $0.30 and $1.75 per
share. Our outstanding options and warrants could adversely affect our ability
to obtain future financing or engage in certain mergers or other transactions,
since the holders of options and warrants can be expected to exercise them at a
time when we may be able to obtain additional capital through a new offering of
securities on terms more favorable to us than the terms of the outstanding
options and warrants. For the life of the options and warrants, the holders have
the opportunity to profit from a rise in the market price of our common stock
without assuming the risk of ownership. The issuance of shares upon the exercise
of outstanding options and warrants will also dilute the ownership interests of
our existing stockholders.
There is no public market for the warrants to purchase common stock being
offered in this offering.
There is no established public trading market for the warrants being offered in
this offering, and we do not expect a market to develop. In addition, we do not
intend to apply for listing on any securities exchange or other nationally
recognized trading system. Without an active trading market, the liquidity of
the warrants will be limited.
The warrants may not have any value.
The warrants have an exercise price of $0.40 per share and expire on December 7,
2016. In the event that our common stock does not exceed the exercise price of
the warrants during the period when the warrants are exercisable, the warrants
may not have any value.
DETERMINATION OF OFFERING PRICE
Our common stock is currently quoted on the NYSE MKT.
The offering price of the shares of common stock and the exercise price of
the warrants offered by this prospectus supplement has been determined by
negotiation between us and the investors. Among the factors considered in
determining the offering price of the shares and warrants have been:
o our history and our prospects;
o the industry in which we operate;
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o our past and present operating results; and
o the general condition of the securities markets at the time of this
offering.
USE OF PROCEEDS
We estimate that the net proceeds from the sale of the shares of common
stock and warrants that we are offering will be approximately $9,800,000, after
deducting the placement agent's commissions and the offering expenses payable by
us.
We intend to use the net proceeds from this offering primarily for our
Phase III clinical trial, other research and development, and general and
administrative expenses. As of the date of this prospectus supplement, we cannot
specify with certainty all of the particular uses of the proceeds from this
offering.
Our management will have broad discretion in the application of the net
proceeds from this offering, and investors will be relying on the judgment of
our management with regard to the use of these net proceeds. Pending the use of
the net proceeds from this offering as described above, we intend to invest the
net proceeds in short-term, investment-grade, interest-bearing instruments.
DILUTION
The net tangible book value of our common stock on September 30, 2012 was
approximately $5,700,000, (unaudited) or approximately $0.02 per share, based
on 273,113,332 shares of our common stock outstanding as of September 30, 2012.
Net tangible book value per share represents the amount of our total tangible
assets, less our total liabilities, divided by the total number of shares of our
common stock outstanding. Dilution in net tangible book value per share to new
investors represents the difference between the amount per share paid by
purchasers for shares and warrants in this offering and the net tangible book
value per share of our common stock immediately afterwards. The calculations
below do not give any effect to the sale of the shares of common stock issuable
upon the execise of the warrants.
After giving effect to the sale of 35,000,000 shares of our common stock in
this offering, and after deducting the placement agent's commission and
estimated offering expenses payable by us, our as-adjusted net tangible book
value as of September 30, 2012 would have been approximately $15,500,000,
(unaudited) or $0.05 per share. This represents an immediate increase in the net
tangible book value of $0.03 per share to existing stockholders and the
immediate dilution in the net tangible book value of $0.25 per share to new
investors purchasing our shares in this offering.
The following table illustrates this per share dilution. All amounts in the
table are unaudited.
Offering price per share $0.30
Net tangible book value per share as of September 30, 2012 $0.02
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Pro forma net tangible book value per share as of September 30,
2012, after giving effect to this offering $0.05
Increase in net tangible book value per share attributable to
this offering $0.03
Dilution per share to new investors in this offering $0.25
DESCRIPTION OF SECURITIES
By means of this prospectus, we are offering 35,000,000 shares of common
stock and warrants to purchase up to 26,250,000 shares of common stock. The
shares of common stock and warrants will be issued separately. This prospectus
also relates to the offering of shares of our common stock upon the exercise, if
any, of the warrants.
The exercise price of the warrants, as well as the shares issuable upon the
exercise of the warrants, will be proportionately adjusted in the event of any
stock splits.
Common Stock
The material terms and provisions of our common stock are described under
the caption "Description of Securities" in the accompanying prospectus.
Series R Warrants
The following summary of certain terms and provisions of the warrants that
are being offered hereby is not complete and is subject to, and is qualified in
its entirety by the provisions of the warrants, the form of which will be filed
as an exhibit to a Current Report on Form 8-K that we will file in connection
with this offering. Prospective investors should carefully review the terms and
provisions of the form of warrant for a complete description of the terms and
conditions of the warrants.
Duration and Exercise Price: The warrants offered hereby will entitle the
holders to purchase up to 26,250,000 shares of our common stock at an initial
exercise price of $0.40 per share, at any time on or after June 7, 2013 and on
or before on December 7, 2016. The exercise price of the warrants, as well as
the shares issuable upon the exercise of the warrants, will be proportionately
adjusted in the event of any stock splits.
Cashless Exercise: If, at any time during the term of the warrants, the issuance
of shares of our common stock upon exercise of the warrants is not covered by an
effective registration statement, the holder is permitted to effect a cashless
exercise of the warrants (in whole or in part) by having the holder deliver to
us a duly executed exercise notice, canceling a portion of the warrant in
payment of the purchase price payable in respect of the number of shares of our
common stock purchased upon such exercise.
Transferability: The warrants may be transferred at the option of the warrant
holder upon surrender of the warrant with the appropriate instruments of
transfer.
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Exchange Listing: We do not plan on making an application to list the warrants
on the NYSE MKT, any national securities exchange or other nationally recognized
trading system.
Rights as a stockholder: Except as set forth in the warrants, the holders of the
warrants do not have the rights or privileges of holders of our common stock,
including any voting rights, until they exercise the warrants.
Fundamental Transactions: In the event of a fundamental transaction, as
described in the warrants and generally including any merger with another
entity, the sale, transfer or other disposition of all or substantially all of
our assets to another entity, or the acquisition by a person of more than 50% of
our common stock, then the holders of the warrants will thereafter have the
right to receive upon exercise of the warrants such shares of stock, securities
or assets as would have been issuable or payable with respect to or in exchange
for a number of shares of our common stock equal to the number of shares of our
common stock issuable upon exercise of the warrants immediately prior to the
fundamental transaction, had the fundamental transaction not taken place, and
appropriate provision will be made so that the provisions of the warrants
(including, for example, provisions relating to the adjustment of the exercise
price) will thereafter be applicable, as nearly equivalent as may be practicable
in relation to any share of stock, securities or assets deliverable upon the
exercise of the warrants after the fundamental transaction. In lieu of the right
to receive upon exercise the shares of stock, securities, or assets as would
have been issuable or payable with respect to or in exchange for a number of
shares of our common stock, the holders of the warrants may require us under
certain circumstances to redeem the warrants for a purchase price payable in
cash of the Black-Scholes value of the warrants, as calculated pursuant to the
terms of the warrants.
Rights Agreement
In November 2007 we declared a dividend of one Series A Right and one
Series B Right for each share of our common stock which was outstanding on
November 9, 2007. When the Rights become exercisable, each Series A Right will
entitle the registered holder, subject to the terms of a Rights Agreement, to
purchase from us one share of our common stock at a price equal to 20% of the
market price of our common stock on the exercise date, although the price may be
adjusted pursuant to the terms of the Rights Agreement. If after a person or
group of affiliated persons has acquired 15% or more of our common stock or
following the commencement of, a tender offer for 15% or more of our outstanding
common stock (i) we are acquired in a merger or other business combination and
we are not the surviving corporation, (ii) any person consolidates or merges
with us and all or part of our common shares are converted or exchanged for
securities, cash or property of any other person, or (iii) 50% or more of our
consolidated assets or earning power are sold, proper provision will be made so
that each holder of a Series B Right will thereafter have the right to receive,
upon payment of the exercise price of $100 (subject to adjustment), that number
of shares of common stock of the acquiring company which at the time of such
transaction has a market value that is twice the exercise price of the Series B
Right.
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PLAN OF DISTRIBUTION
We have entered into a placement agency agreement, dated December 3, 2012,
with Chardan Capital Markets, LLC, the placement agent for this offering,
pursuant to which Chardan agreed to place for sale on a best efforts basis, and
we have agreed to grant to the placement agent the right to place for sale on a
best efforts basis, up to 35,000,000 shares of our common stock, as well as
Series R warrants, which together have a value of approximately $10,500,000.
The placement agent may solicit purchases of some or all of the shares and
warrants directly from the public at the offering price set forth on the cover
page of this prospectus supplement. The placement agent will not acquire any
shares of common stock or Series R warrants for its own account. We will enter
into a securities purchase agreement directly with investors in connection with
this offering.
The placement agent will receive from us a cash commission of $682,500,
which equals 6.5% of the aggregate gross proceeds received by us in this
offering.
The following table shows the fees that we have agreed to pay to the
placement agent in connection with this offering:
Per share $0.0195
Total $682,500
We have agreed to indemnify the placement agent and certain other persons
against certain liabilities relating to or arising out of the placement agent's
activities under the placement agency agreement. We also agreed to contribute to
payments that placement agent may be required to make in respect of such
liabilities. The placement agent may, from time to time, engage in transactions
with and perform services for us in the ordinary course of its business.
It is expected that the closing of this offering will take place on or
before December 7, 2012. We estimate that our portion of the total expenses of
this offering, exclusive of the placement agent's commission, will be
approximately $17,500.
ADDITIONAL INFORMATION
We are subject to the requirements of the Securities Exchange Act of l934
and is required to file reports, proxy statements and other information with the
Securities and Exchange Commission. Copies of any such reports, proxy statements
and other information filed by us can be read and copied at the Commission's
Public Reference Room at 100 F. Street, N.E., Washington, D.C. 20549. The public
may obtain information on the operation of the Public Reference Room by calling
the Commission at 1-800-SEC-0330. The Commission maintains an Internet site that
contains reports, proxy and information statements, and other information
regarding us. The address of that site is http://www.sec.gov.
We will provide, without charge, to each person to whom a copy of this
prospectus is delivered, including any beneficial owner, upon the written or
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oral request of such person, a copy of any or all of the documents incorporated
by reference below (other than exhibits to these documents, unless the exhibits
are specifically incorporated by reference into this prospectus). Requests
should be directed to:
CEL-SCI Corporation
8229 Boone Blvd., #802
Vienna, Virginia 22182
(703) 506-9460
The following documents filed with the Commission by us (Commission File
No. 001-11889) are incorporated by reference into this prospectus:
o Annual Report on Form 10-K for the fiscal year ended September 30,
2011.
o Report on Form10-Q for the three months ended December 31, 2011.
o Report on Form 10-Q for the three and six months ended March 31, 2012.
o Report on Form 10-Q for the three and nine months ended June 30, 2012.
o Current Reports on Form 8-K, which were filed with the SEC on December
6, 2011, January 27, 2012, February 6, 2012, February 13, 2012, May
18, 2012 and June 21, 2012.
All documents filed with the Commission by us pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this prospectus
and prior to the termination of this offering shall be deemed to be incorporated
by reference into this prospectus and to be a part of this prospectus from the
date of the filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference shall be deemed to be
modified or superseded for the purposes of this prospectus to the extent that a
statement contained in this prospectus or in any subsequently filed document
which also is or is deemed to be incorporated by reference in this prospectus
modifies or supersedes such statement. Such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this prospectus.
We have filed with the Securities and Exchange Commission a Registration
Statement under the Securities Act of l933, as amended, with respect to the
securities offered by this prospectus. This prospectus does not contain all of
the information set forth in the Registration Statement. For further information
with respect to us and such securities, reference is made to the Registration
Statement and to the exhibits filed with the Registration Statement. Statements
contained in this prospectus as to the contents of any contract or other
documents are summaries which are not necessarily complete, and in each instance
reference is made to the copy of such contract or other document filed as an
exhibit to the Registration Statement, each such statement being qualified in
all respects by such reference. The Registration Statement and related exhibits
may also be examined at the Commission's internet site.
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No dealer salesman or other person has been authorized to give any
information or to make any representations, other than those contained in this
prospectus. Any information or representation not contained in this prospectus
must not be relied upon as having been authorized by us. This prospectus does
not constitute an offer to sell, or a solicitation of an offer to buy, the
securities offered hereby in any state or other jurisdiction to any person to
whom it is unlawful to make such offer or solicitation. Neither the delivery of
this prospectus nor any sale made hereunder shall, under any circumstances,
create an implication that there has been no change in our affairs since the
date of this prospectus.
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