UNITED STATES
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): June 25,
2020
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 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 (17CFR
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:
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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
3.02.
Unregistered
Sales of Equity Securities.
On
May 26, 2020, the Company lowered the exercise price and extended
the expiration date of the Series V warrants. For each Series V
warrant exercised on or before June 10, 2020 the former holder of
the Series V warrant received one Series XX warrant. Every Series
XX warrant will allow the holder to purchase one share of the
Company's common stock at a price of $18.00 per share at any time
on or before September 10, 2020. For each Series V warrant
exercised after June 10, 2020 but on or before June 25, 2020 the
former holder of the Series V warrant received one Series YY
warrant. Every two Series YY warrants will allow the holder to
purchase one share of the Company's common stock at a price of
$20.00 per share at any time on or before September 25, 2020.
Between June 25, 2020, and June 30, 2020 the Company issued 461,953
Series XX warrants and 101,839 Series YY warrants to the former
holders of the Series V warrants.
The
Company relied upon the exemption provided by Section 4(a)(2) of
the Securities Act of 1933 in connection with issuance of the
securities described above. The persons who acquired these
securities were sophisticated investors and were provided full
information regarding the Company’s business and operations.
There was no general solicitation in connection with the issuance
of these securities. The persons who acquired these securities
acquired them for their own accounts. The certificates representing
the securities will bear a restricted legend providing that they
cannot be sold except pursuant to an effective registration
statement or an exemption from registration.
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: July 1,
2020
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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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