Attached files
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EX-99.1 - PRESS RELEASE DATED DECEMBER 24, 2019 - CEL SCI CORP | cvm_e99-1.htm |
EX-23.1 - CONSENT OF HART & HART, LLC - CEL SCI CORP | cvm_ex23-1.htm |
EX-5.1 - OPINION OF HART & HART, LLC - CEL SCI CORP | cvm_ex5-1.htm |
EX-1.1 - UNDERWRITING AGREEMENT - CEL SCI CORP | cvm_ex1-1.htm |
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:
☐
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
☐
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)
☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-14c))
Securities registered pursuant to Section 12(b) of the
Act:
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
1.01
Entry
into a Material Definitive Agreement.
On
December 23 2019, CEL-SCI Corporation (the “Company”)
entered into an Underwriting Agreement (the “Underwriting
Agreement”) with Aegis Capital Corp., as representative of
the underwriters identified therein (collectively, the
“Underwriters”), pursuant to which the Company agreed
to issue and sell 606,395 shares of common stock at a public
offering price of $9.07 per share (the “Offering”).
Under the terms of the Underwriting Agreement, the Company granted
the Underwriters a 45-day option to purchase up to an additional
90,959 shares of common stock solely to cover over-allotments. The
Company expects to receive approximately $4.96 million in net
proceeds from the Offering (excluding the over-allotment option),
after deducting underwriting discounts and commissions and
estimated offering expenses. The shares are being offered and sold
pursuant to the Company’s effective registration statement on
Form S-3 (Registration No. 333-226558), which was declared
effective by the Securities Exchange Commission (the
“SEC”) on August 24, 2018, and the base prospectus
included therein, as amended and supplemented by the preliminary
prospectus supplement filed with the SEC on December 23, 2019, and
the final prospectus supplement filed with the SEC on December 26,
2019. The Offering is expected to close on or about December 27,
2019, subject to satisfaction of customary closing conditions. The
Company intends to use the net proceeds from the Offering for
working capital and general corporate purposes.
The
Underwriting Agreement contains customary representations,
warranties and covenants of the Company, customary conditions to
closing, indemnification obligations of the Company and the
Underwriters, including for liabilities under the Securities Act of
1933, as amended, and termination and other provisions customary
for transactions of this nature. All of the Company’s
executive officers and directors have also agreed not to sell or
transfer any securities of the Company held by them for a period of
45 days from December 23, 2019 subject to limited
exceptions.
The
above description of the Underwriting Agreement is qualified in its
entirety by the Underwriting Agreement, which is attached to this
report as Exhibit 1.1 and which is incorporated by reference into
the Registration Statement.
Item
8.01
Other
Events.
On
December 24, 2019, the Company issued a press release announcing
that it had priced the Offering, which press release is filed as
Exhibit 99.1 to this report and is incorporated herein by
reference.
Forward-Looking Statements
This
Current Report on Form 8-K contains forward-looking statements that
are made pursuant to the safe harbor provisions within the meaning
of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended.
Such forward-looking statements include, but are not limited to,
statements related to the anticipated closing of the Offering and
the amount of net proceeds expected from the Offering.
Forward-looking statements are based on management’s current
expectations and are subject to risks and uncertainties, many of
which are beyond our control, that may cause actual results or
events to differ materially from those projected. These risks and
uncertainties, many of which are beyond the Company’s
control, include the Company’s ability to satisfy certain
conditions to closing on a timely basis or at all, as well as other
risks described in the section entitled “Risk Factors”
and elsewhere in the Company’s amended Annual Report on Form
10-K/A filed with the SEC on December 23, 2019 and in the
Company’s other filings with the SEC, including, without
limitation, its reports on Forms 8-K and 10-Q, all of which can be
obtained on the SEC website at www.sec.gov. Readers are cautioned
not to place undue reliance on the forward-looking statements,
which speak only as of the date on which they are made and reflect
management’s current estimates, projections, expectations and
beliefs. The Company expressly disclaim any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change
in our expectations or any changes in events, conditions or
circumstances on which any such statement is based, except as
required by law.
Item 9.01 Financial Statements and Exhibits.
Exhibit No.
Description
Underwriting
Agreement, dated as of December 23, 2019, by and between CEL-SCI
Corporation and Aegis Capital Corp.
Opinion of Hart
& Hart, LLC
Consent of Hart
& Hart, LLC
Press Release dated
December 24, 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 26,
2019
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By:
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/s/ Geert
Kersten
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Geert
Kersten
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Chief Executive
Officer
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