UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): February 18, 2020
CEL-SCI CORPORATION
----------------------
(Exact name of registrant as specified in its charter)
Colorado 001-11889 84-0916344
---------------------------- ------------------- ----------------------
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
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:
Name of Each Exchange
Title of Each Class Trading Symbol(s) on Which Registered
------------------- ----------------- --------------------
Common Stock CVM NYSE American
Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (ss.203.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (ss.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. [ ]
1
Item 5.03 Amendments to Articles of Incorporation or Bylaws, Change in Fiscal
Year End.
On February 18, 2020, CEL-SCI's directors amended Article X of the
Company's bylaws. The amended Article X reads as follows:
ARTICLE X
SHAREHOLDER CLAIMS
In the event that any shareholder initiates or asserts a claim against the
Corporation, or any officer or director of the Corporation, including any
derivative claim or claim purportedly filed on behalf of the Corporation, and
the shareholder does not obtain a judgment on the merits that substantially
achieves, in substance and amount, the full remedy sought, then such shareholder
shall be obligated (jointly and severally in the event the claim us brought by
more than one shareholder) to reimburse the Corporation and any officer or
director of the Corporation for all fees, costs and expenses of every kind and
description (including, but not limited to, all reasonable attorney's fees and
other litigation expenses) that the Corporation or its officers or directors may
incur in connection with such claim. Any shareholder claim against the
Corporation, or any officer or director of the Corporation, including any
derivative claim or claim purportedly filed on behalf of the Corporation, must
be brought in the U.S. District Court for the district of Delaware.
2
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: February 19, 2020 CEL-SCI CORPORATION
By: /s/ Geert R. Kersten
------------------------------------
Geert R. Kersten
Chief Executive Officer
