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 23,
2019
CEL-SCI CORPORATION
(Exact
name of Registrant as specified in its charter)
Colorado
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001-11889
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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 Blvd. #802
Vienna, VA 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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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 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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Securities registered pursuant to Section 12(b) of the
Act:
Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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Common
Stock
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CVM
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NYSE
American
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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
4.02
Non-Reliance
on Previously Issued Financial Statements or a Related Audit Report
or Completed Interim Review.
On
December 16, 2019 the Company filed its 10-K report for the year
ended September 30, 2019. On December 20, 2019 the Company
determined that the financial statements included in the 10-K
report did not include the complete statement of cash flows. The
entire Statements of Cash Flows were included in the Interactive
Data Files (“XBRL”) which were filed on
December 16, 2019. The Company discovered that this was a result of
an error in the Edgarization process when the report was filed with
the SEC. Accordingly, the incomplete Statements of Cash Flows
included in the previously filed 10-K report as well as the reports
of the Independent Registered Public Accounting Firm on the
financial statements and internal control over financial reporting
and Management’s Report on Internal
Control over financial reporting should not be relied upon. The
Company's Chief Executive Officer and the Audit Committee discussed
the fact that the 10-K report filed on December 16, 2019 did not
include the complete statement of cash flows with the Company's
Independent Registered Public Accounting Firm. The Company plans to
file an amended 10-K report on December 23, 2019.
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:
December 23, 2019
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By:
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/s/
Geert Kersten
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Geert
Kersten
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Senior
Chief Executive Officer President of Operations
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