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): December 9,
2016
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
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(Commission
File No.)
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(IRS
Employer
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of
incorporation)
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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:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17CFR
230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-14c))
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Item 3.01.
Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On
December 9, 2016, CEL-SCI received a letter from the NYSE MKT, its
current listing exchange, which advised CEL-SCI that, based upon
its June 30, 2016 10-Q report, CEL-SCI was noncompliant with the
following continued listing standards of the NYSE MKT:
●
Stockholders’
equity of $2.0 million or more if it has reported losses from
continuing operations and/or net losses in two of its three most
recent fiscal years (Section 1003(a)(i));
●
Stockholders’
equity of $4.0 million or more it if has report losses from
continuing operations and/or net losses in three of its four most
recent fiscal years (Section 1003(a)(ii)); and
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Stockholders’
equity of $6.0 million or more it has report losses from continuing
operations and/or net losses in its five most recent fiscal years
(Section 1003(a)(iii).
CEL-SCI
can maintain its listing by submitting a plan of compliance by
January 9, 2017. This plan must advise of actions CEL-SCI has taken
or will take to regain compliance with the continued listing
standards by June 11, 2018. CEL-SCI intends to submit such a plan
by January 9, 2017. If the plan is not acceptable, or CEL-SCI does
not make sufficient progress under the plan to reestablish
compliance by June 11, 2018, the staff of the exchange may initiate
proceedings to delist CEL-SCI’s securities from the NYSE MKT.
CEL-CI may appeal a delisting determination in accordance with the
rules of the exchange.
In
addition, the NYSE MKT will not normally remove the securities of
an issuer which is otherwise below the stockholders’ equity
criteria noted above if the issuer has a market capitalization of
at least $50 million.
The
letter from the NYSE MKT has no current effect on the listing of
CEL-SCI’s securities on the exchange.
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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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Date:
December 14, 2016
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CEL-SCI
CORPORATION
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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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