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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): June 28, 2018
CEL-SCI CORPORATION
(Exact name of registrant as specified in its charter)
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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 (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))
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 June
28, 2018, CEL-SCI Corporation (“CEL-SCI”) entered into
a securities purchase agreement with institutional investors
whereby it sold 3,900,000 shares of its common stock for aggregate
gross proceeds of $5,070,000, or $1.30 per share, in a registered
direct offering.
In a
concurrent private placement, CEL-SCI also issued to the purchasers
of CEL-SCI’s common stock, referred to in the preceding
paragraph, warrants (Series VV) to purchase 3,900,000 shares of
CEL-SCI’s common stock. The warrants can be exercised at a
price of $1.75 per share, commencing six months after the date of
issuance and ending five and a half years after the date of
issuance. The warrants and the shares of common stock issuable upon
the exercise of the warrants are being offered pursuant to the
exemption provided in Section 4(a)(2) under the Securities Act
of 1933 and Rule 506(b) promulgated thereunder. CEL-SCI has
agreed to file a registration statement with the Securities and
Exchange Commission so that the shares issuable upon the exercise
of the Series VV warrants may be sold in the public
market.
The
closing of the offering is expected to take place on or about July
2, 2018, subject to the satisfaction of customary closing
conditions.
H.C.
Wainwright & Co., LLC (the “Placement Agent”),
acted as the exclusive placement agent in connection with the
offering.
The net
proceeds to CEL-SCI from the transaction, after deducting the
placement agent’s fees and expenses and CEL-SCI’s
estimated offering expenses, are expected to be approximately
$4,640,000. CEL-SCI intends to use the net proceeds from the
offering for its clinical trials and general corporate
purposes. CEL-SCI has not yet determined the amount of net
proceeds to be used specifically for any of the foregoing
purposes.
The
securities purchase agreements contain customary representations,
warranties and covenants by CEL-SCI, customary conditions to
closing, indemnification obligations of CEL-SCI, including for
liabilities under the Securities Act of 1933, as amended, other
obligations of the parties and termination
provisions.
The
shares of common stock were offered and sold by CEL-SCI pursuant to
an effective shelf registration statement on Form S-3, which
was filed with the Securities and Exchange Commission (the
“SEC”) on July 1, 2015 and subsequently declared
effective on October 30, 2015 (File No. 333-205444) (the
“Registration Statement”), and the base prospectus
dated as of October 30, 2015 contained therein. CEL-SCI has filed a
prospectus supplement and an accompanying prospectus with the SEC
in connection with the sale of the common stock.
CEL-SCI
has agreed to pay the Placement Agent a cash commission of 7% of
the gross proceeds raised in the offering. CEL-SCI has also agreed
to issue warrants to purchase up to 195,000 shares of
CEL-SCI’s common stock to the Placement Agent (the
“Placement Agent Warrants”) as part of its
compensation. The Placement Agent Warrants are subject to a 180-day
lock-up and may be exercised at any time on or after January 2,
2019 and on or before June 28, 2023 at a price of $1.625 per share.
The Placement Agent also has a
twelve-month right of first refusal period, reimbursement of
certain expenses in the amount of up to $40,000, indemnification
and other customary provisions for transactions of this
nature.
On June
28, 2018, CEL-SCI issued a press release announcing that it had
priced the offering. A copy of this press release is attached as
Exhibit 99.
The
engagement agreement entered into with the Placement Agent, the
forms of the Securities Purchase Agreement and the Series VV
Warrant, and the Placement Agent Warrant are filed as exhibits to
this Current Report on Form 8-K. The foregoing summaries of
the terms of these documents are subject to, and qualified in their
entirety by, such documents, which are incorporated herein by
reference.
Item
3.02 Unregistered Sales of Equity
Securities
The
information contained above in Item 1.01 related to the Series VV
Warrants and Placement Agent’s Warrants is hereby
incorporated by reference into this Item 3.02.
CEL-SCI
relied upon the exemption provided by Section 4(a)(2) of the
Securities Act of 1933 and Rule 506(b)of the Securities and
Exchange Commission in connection with sale of the securities
described above. The persons who acquired these shares were
sophisticated investors and were provided full information
regarding CEL-SCI’s business and operations. There was no
general solicitation in connection with the offer or sale of these
securities. The persons who acquired these securities acquired them
for their own accounts. The certificates representing these
securities will bear a restricted legend providing that they cannot
be sold except pursuant to an effective registration statement or
an exemption from registration. A commission was paid to the
Placement Agent in connection with the sale of these
securities.
Item
9.01 Financial Statements and
Exhibits.
(d) Exhibits.
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Exhibit
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Description
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Engagement
Agreement, dated June 26, 2018, by and among CEL-SCI Corporation
and H.C. Wainwright & Co., LLC.
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Form of
Warrant (Series VV).
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Placement
Agent Warrant (Series WW).
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Opinion
of Hart & Hart, LLC.
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Securities
Purchase Agreement
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Consent
of Hart & Hart, LLC
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Press
Release dated June 28, 2018.
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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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CEL-SCI CORPORATION
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Date: June 29,
2018
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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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