SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM S-1
Registration
Statement Under
THE
SECURITIES ACT OF 1933
CEL-SCI CORPORATION
(Exact name of
registrant as specified in charter)
|
Colorado
|
|
(State or other
jurisdiction of incorporation)
|
|
84-0916344
|
|
8229 Boone Blvd.
#802
Vienna, Virginia
22182
(703)
506-9460
|
|
(IRS Employer I.D.
Number)
|
|
(Address, including
zip code, and telephone number including area of principal
executive offices)
|
|
Geert
Kersten
8229 Boone Blvd.
#802
Vienna, Virginia
22182
(703)
506-9460
|
|
(Name and address,
including zip code, and telephone number, including area code,
of agent for service)
|
Copies
of all communications, including all communications
sent
to
the agent for service, should be sent to:
William
T. Hart, Esq.
Hart
& Hart
1624
Washington Street
Denver,
Colorado 80203
(303)
839-0061
As soon as practicable after the effective date of this
Registration Statement
APPROXIMATE
DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933 check the following box:
[x]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [
]
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [
]
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company, or an emerging growth company. See the
definitions of “large accelerated filer,”
“accelerated filer”, “smaller reporting
company” and “emerging growth company” in Rule
12b-2 of the Exchange Act.
|
Large
accelerated filer
|
[
]
|
Accelerated
filer
|
[X]
|
|
Non-accelerated
filer
|
[
]
|
Smaller
reporting company
|
[X]
|
|
Emerging growth
company [ ]
|
|
|
If an
emerging growth company, indicate by checkmark 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 Securities Exchange Act of 1934. [
]
CALCULATION OF REGISTRATION FEE
|
Title of each Class of Securities to be
Registered
|
Securities to be
Registered
|
Maximum Offering
Price Per Share
|
Proposed Maximum
Aggregate Offering Price
|
Amount of
Registration Fee
|
|
Common stock
offered by selling shareholders
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100,000
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$9.75
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$975,000
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$127
|
The
registrant hereby amends this Registration statement on such
date or dates as may be necessary to delay its effective date until
the registrant shall file a further amendment which specifically
states that this Registration Statement
shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of l933 or until
the Registration Statement shall become effective on
such date as the Commission, acting pursuant to said Section
8(a), may determine.
PROSPECTUS
CEL-SCI CORPORATION
Common Stock
By
means of this prospectus, a shareholder is offering to sell up to
100,000 shares of common stock which we issued in payment of
amounts we owe to the shareholder for services provided in
connection with our Phase III clinical trial.
We will
not receive any proceeds from the sale of the common stock by the
selling stockholder. We will pay for the expenses of this offering
which are estimated to be $28,000.
Our
common stock is traded on the NYSE American under the symbol CVM.
On April 3, 2020 the closing price for our common stock was
$9.75.
Neither
the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or
passed upon the accuracy or adequacy of this prospectus. Any
representation to the contrary is a criminal offense.
THESE
SECURITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK. FOR A
DESCRIPTION OF CERTAIN IMPORTANT FACTORS THAT SHOULD BE CONSIDERED
BY PROSPECTIVE INVESTORS, SEE "RISK FACTORS" BEGINNING ON PAGE 14
OF OUR 2019 ANNUAL REPORT ON FORM 10-K/A WHICH IS INCORPORATED BY
REFERENCE.
The
date of this prospectus is April __, 2020.
PROSPECTUS SUMMARY
This summary
highlights certain information about us, this offering and
information appearing elsewhere in this prospectus and in the
documents we incorporate by reference. This summary is not complete
and does not contain all of the information that you should
consider before investing in our securities. To fully understand
this offering and its consequences to you should read this entire
prospectus carefully, including the documents incorporated by
reference, in this prospectus before making an investment
decision.
Our Company
We are
dedicated to research and development directed at improving the
treatment of cancer and other diseases by using the immune system,
the body’s natural defense system. We are currently focused
on the development of the following product candidates and
technologies:
1)
Multikine®
(Leukocyte Interleukin, Injection), or Multikine, an
investigational immunotherapy under development for
the potential treatment of certain head and neck
cancers;
2)
L.E.A.P.S. (Ligand
Epitope Antigen Presentation System) technology, or LEAPS, with two
investigational therapies, CEL-2000 and CEL-4000, vaccine product
candidates under development for the potential treatment of
rheumatoid arthritis, LEAPS-H1N1-DC, a product candidate under
development for the potential treatment of pandemic influenza in
hospitalized patients and LEAPS COVID-19, product candidate under
development to potentially treat the COVID-19
coronavirus.
We were formed as a Colorado corporation in 1983. Our principal
office is located at 8229 Boone Boulevard, Suite 802, Vienna,
Virginia 22182. Our telephone number is 703-506-9460 and our web
site is www.cel-sci.com.
Except for the information incorporated by reference, the information
contained in, and that which can be accessed through, our website
is not incorporated into and does not form a part of this
prospectus.
Our
common stock is publicly traded on the NYSE American under the
symbol “CVM”. The high and low closing prices of our
common stock, as reported by the NYSE American, during the three
months ended March 31, 2020 were $17.05 and $7.54,
respectively.
As of
April 6, 2020 we had 37,436,758 outstanding shares of common stock.
This number
excludes 11,275,371
shares that may be issued upon the
exercise of outstanding warrants and options, with a weighted
average exercise price of $6.79 per share.
Recent Developments
The
Independent Data Monitoring Committee (IDMC) for our Phase 3
clinical trial of Multikine announced on October 14, 2019 that it
has completed its most recent review of the Phase 3 study data,
which it performs periodically at regular intervals as required by
our study protocol. The data from all 928 enrolled patients were
provided to the IDMC by the clinical research organization (CRO)
responsible for data management of this Phase 3 study.
The
IDMC recommended that we continue the trial until the appropriate
number of events have occurred.
IDMCs
are committees commonly used by sponsors of clinical trials to
protect the interests of the patients and the integrity of the
study data in ongoing trials, especially when the trials involve
patients with life threatening diseases, and when, as in cancer
clinical trials, they extend over long periods of time. The
continuation of our Phase 3 trial could be the result of factors
other than Multikine and may not be indicative of a potential
positive outcome for the trial.
We
announced on March 9, 2020 that we are developing an immunotherapy
with the potential to treat the COVID-19 coronavirus using our
patented LEAPS peptide technology. We announced on March 23, 2020
that we have signed a collaboration agreement with the University
of Georgia’s Center for Vaccines and Immunology to develop
LEAPS COVID-19 immunotherapy. The LEAPS peptides will utilize
conserved regions of coronavirus proteins to stimulate protective
cell mediated T cell responses and reduce viral load. The LEAPS
peptide technology can be used to construct immunotherapeutic
peptides that exhibit both antiviral and anti-inflammatory
properties. Consequently, these products not only target the virus
infection against which they are directed, but also elicit the
appropriate protective response(s) against it. However, the
development of this technology is in a preliminary stage and we do
not have, at this point, sufficient data to submit to the FDA in
order to obtain clearance to begin a Phase I clinical trial. There
can be no assurance that our LEAPS technology will be successful in
treating any disease.
The Offering
By
means of this prospectus, a shareholder is offering to sell up to
100,000 shares of common stock which we issued in payment of
amounts we owe to the shareholder for services provided in
connection with our Phase III clinical trial.
The
purchase of the securities offered by this prospectus involves a
high degree of risk. Risk factors include our history of losses and
our need for additional capital.
INCORPORATION OF DOCUMENTS BY REFERENCE
We
incorporate by reference the filed documents listed below, except
as superseded, supplemented or modified by this prospectus and any
future filings we will make with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act:
●
our annual report on Form 10-K/A for the
fiscal year ended September 30, 2019;
●
our quarterly
report on Form 10-Q for the period ended December 31,
2019,;
●
our current reports
on Form 8-K filed with the Securities and Exchange Commission on
October 15, 2019, December 23, 2019, December 26, 2019, February
20, 2020 and March 24, 2020;
●
our Proxy Statement
relating to our April 17, 2020 Annual Meeting of
Shareholders.
The
documents incorporated by reference contain important information
concerning:
●
Risk Factors
relating to an investment in our securities;
●
our Management and
matters relating to Corporate Governance;
●
our Principal
Shareholders; and
●
our Financial
Statements and our Management’s Discussion of our Results of
Operations and our Financial Conditions.
We will
provide, without charge, to each person to whom a copy of this
prospectus is delivered, including any beneficial owner, upon the
written or oral request of such person, a copy of any or all of the
documents incorporated by reference above, including exhibits.
Requests should be directed to:
CEL-SCI
Corporation
8229
Boone Blvd., #802
Vienna,
Virginia 22182
(703)
506-9460
The
documents incorporated by reference may be accessed at our website:
www.cel-sci.com.
FORWARD-LOOKING STATEMENTS
This
prospectus and the documents that are incorporated by reference
into this prospectus contain or incorporate by reference
“forward-looking statements” within the meaning of the
Private Securities Litigation Reform Act of 1995, Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. You can generally
identify these forward-looking statements by forward-looking words
such as “anticipates,” “believes,”
“expects,” “intends,” “future,”
“could,” “estimates,” “plans,”
“would,” “should,” “potential,”
“continues” and similar words or expressions (as well
as other words or expressions referencing future events, conditions
or circumstances). These forward-looking statements involve risks,
uncertainties and other important factors that may cause our actual
results, performance or achievements to be materially different
from any future results, performance or achievements expressed or
implied by such forward-looking statements, including, but not
limited to:
●
the progress and
timing of, and the amount of expenses associated with, our
research, development and commercialization activities for our
product candidates, including Multikine;
●
our expectations
regarding the timing, costs and outcome of any pending or future
litigation matters, lawsuits or arbitration
proceeding;
●
the success of our
clinical studies for our product candidates;
●
our ability to
obtain U.S. and foreign regulatory approval for our product
candidates and the ability of our product candidates to meet
existing or future regulatory standards;
●
our expectations
regarding federal, state and foreign regulatory
requirements;
●
the therapeutic
benefits and effectiveness of our product candidates;
●
the safety profile
and related adverse events of our product candidates;
●
our ability to
manufacture sufficient amounts of Multikine or our other product
candidates for use in our clinical studies or, if approved, for
commercialization activities following such regulatory
approvals;
●
our plans with
respect to collaborations and licenses related to the development,
manufacture or sale of our product candidates;
●
business disruption
and related risks resulting from the recent pandemic of the novel
coronavirus 2019 (COVID-19);
●
our expectations as
to future financial performance, expense levels and liquidity
sources;
●
our ability to
compete with other companies that are or may be developing or
selling products that are competitive with our product
candidates;
●
anticipated trends
and challenges in our potential markets;
●
our ability to
attract, retain and motivate key personnel;
●
our ability to
continue as a going concern; and
All
forward-looking statements are expressly qualified in their
entirety by this cautionary statement. The forward-looking
statements contained in this prospectus and any document
incorporated reference in this prospectus, speak only as of their
respective dates. Except to the extent required by applicable laws
and regulations, we undertake no obligation to update these
forward-looking statements to reflect new information, events or
circumstances after the date of this prospectus or to reflect the
occurrence of unanticipated events. In light of these risks and
uncertainties, the forward-looking events and circumstances
described in this prospectus and the documents that are
incorporated by reference into this prospectus may not occur and
actual results could differ materially from those anticipated or
implied in such forward-looking statements. Accordingly, you are
cautioned not to place undue reliance on these forward-looking
statements.
RISK FACTORS
In
addition to risks disclosed in the documents we incorporate by
reference, potential investors should be aware of the following
additional risks.
Risks Related to our Business
We
face business disruption and related risks resulting from the
recent pandemic of the novel coronavirus 2019 (COVID-19), which
could have a material adverse effect on our business
plan.
The
development of our product candidates could be disrupted and
materially adversely affected by the recent outbreak of COVID-19.
As a result of measures imposed by the governments in affected
regions, businesses and schools have been suspended due to
quarantines intended to contain this outbreak. The spread of SARS
CoV-2 from China to other countries has resulted in the Director
General of the World Health Organization declaring COVID-19 a
pandemic on March 11, 2020. International stock markets have
reflected the uncertainty associated with the slow-down in the
world economies. The significant declines in the Dow Industrial
Average were largely attributed to the effects of COVID-19. We are
still assessing our business plans and the impact COVID-19 may have
on our ability to conduct our preclinical studies and clinical
trials, but there can be no assurance that this analysis will
enable us to avoid part or all of any impact from the spread of
COVID-019 or its consequences, including downturns in business
sentiment generally. The extent to which the COVID-19 pandemic and
global efforts to contain its spread will impact our operations
will depend on future developments, which are highly uncertain and
cannot be predicted at this time, and include the duration,
severity and scope of the pandemic and the actions taken to contain
or treat the COVID-19 pandemic.
Risks Related to this Offering
A provision in our Bylaws regarding shareholder claims may not be
enforceable.
Article
X of our bylaws provides that stockholder claims brought against
us, or our officers or directors, including any derivative claim or
claim purportedly filed on our behalf, must be brought in the U.S.
District Court for the district of Delaware.
Although it is our
intent that this provision applies to actions arising under the
Securities Act of 1933 and the Securities Exchange Act of 1934
there is uncertainty as to whether a court would enforce this
provision since Section 22 of the Securities Act creates concurrent
jurisdiction for federal and state courts over all suits brought to
enforce any duty or liability created by the Securities Act or the
rules and regulations under the Securities Act.
In
addition, since this provision in our bylaws applies to state law
claims there is uncertainty as to whether any court would enforce
this provision.
DILUTION
As of
December 31, 2019, we had a net tangible book value of $0.18 per
share. An investor purchasing shares in this offering will suffer
dilution equal in amount to the difference between the price paid
for the shares and our net tangible book value at the time of
purchase.
DESCRIPTION OF COMMON STOCK
We are
authorized to issue 600,000,000 shares of common stock. Holders of
our common stock are each entitled to cast one vote for each share
held of record on all matters presented to the shareholders.
Cumulative voting is not allowed; hence, the holders of a majority
of our outstanding common shares can elect all
directors.
Holders
of our common stock are entitled to receive such dividends as may
be declared by our Board of Directors out of funds legally
available and, in the event of liquidation, to share pro rata in
any distribution of our assets after payment of liabilities. Our
Board of Directors is not obligated to declare a dividend. It is
not anticipated that dividends will be paid in the foreseeable
future.
Holders
of our common stock do not have preemptive rights to subscribe to
additional shares if issued. There are no conversion, redemption,
sinking fund or similar provisions regarding the common stock. All
outstanding shares of common stock are fully paid and
non-assessable.
Article
X of our bylaws provides that stockholder claims brought against
us, or our officers or directors, including any derivative claim or
claim purportedly filed on our behalf, must be brought in the U.S.
District Court for the district of Delaware.
Although it is our
intent that this provision applies to actions arising under the
Securities Act of 1933 and the Securities Exchange Act of 1934
there is uncertainty as to whether a court would enforce this
provision since Section 22 of the Securities Act creates concurrent
jurisdiction for federal and state courts over all suits brought to
enforce any duty or liability created by the Securities Act or the
rules and regulations under the Securities Act.
In
addition, since this provision in our bylaws applies to state law
claims there is uncertainty as to whether any court would enforce
this provision.
SELLING SHAREHOLDER
We are
issuing 100,000 shares of our common stock to Ergomed in payment of
services by Ergomed in connection with our Phase III clinical
trial.
Ergomed
has the option to sell these 100,000 shares by means of this
prospectus. Ergomed is sometimes referred to in this prospectus as
the “selling shareholder”.
We will
not receive any proceeds from the sale of the securities by the
selling shareholder. We will pay all costs of registering the
securities offered by the selling shareholder. These costs, based
upon the time related to preparing this prospectus, are estimated
to be $28,000. The selling shareholder will pay all sales
commissions and other costs of the sale of its shares.
|
Name
of Selling Shareholder
|
|
Shares
to be sold in this offering
|
Share
ownership after offering
|
|
Ergomed
|
100,000
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100,000
|
--
|
Ergomed
plc is controlled by Richard Barfield.
To our
knowledge, Ergomed is not affiliated with a securities
broker.
The
shares of common stock may be sold by the selling shareholder by
one or more of the following methods, without
limitation:
●
a block trade in
which a broker or dealer so engaged will attempt to sell the
securities as agent but may position and resell a portion of the
block as principal to facilitate the transaction;
●
purchases by a
broker or dealer as principal and resale by such broker or dealer
for its account pursuant to this prospectus;
●
ordinary brokerage
transactions and transactions in which the broker solicits
purchasers; and
●
face-to-face
transactions between the selling shareholder and purchasers without
a broker/dealer.
In
completing sales, brokers or dealers engaged by the selling
shareholder may arrange for other brokers or dealers to
participate. Brokers or dealers may receive commissions or
discounts from the selling shareholder in amounts to be negotiated.
As to any particular broker-dealer, this compensation might be in
excess of customary commissions. Neither we nor the selling
shareholder can presently estimate the amount of such compensation.
Notwithstanding the above, no FINRA member will charge commissions
that exceed 8% of the total proceeds from the sale.
The
selling shareholder and any broker/dealers who act in connection
with the sale of its securities may be deemed to be "underwriters"
within the meaning of §2(11) of the Securities Acts of 1933,
and any commissions received by them and any profit on any resale
of the securities as principal might be deemed to be underwriting
discounts and commissions under the Securities Act.
If the
selling shareholder enters into an agreement to sell its securities
to a broker-dealer as principal, and the broker-dealer is acting as
an underwriter, we will file a post-effective amendment to the
registration statement, of which this prospectus is a part,
identifying the broker-dealer, providing required information
concerning the plan of distribution, and otherwise revising the
disclosures in this prospectus as needed. We will also file the
agreement between the selling shareholder and the broker-dealer as
an exhibit to the post-effective amendment to the registration
statement.
The selling
shareholder may also sell its shares pursuant to Rule 144 under the
Securities Act of 1933.
We have
advised the selling shareholder that in the event of a
"distribution" of the securities owned by the selling shareholder,
the selling shareholder, any "affiliated purchasers", and any
broker/dealer or other person who participates in the distribution
may be subject to Rule 102 of Regulation M under the Securities
Exchange Act of 1934 ("1934 Act") until their participation in that
distribution is completed. Rule 102 makes it unlawful for any
person who is participating in a distribution to bid for or
purchase securities of the same class as is the subject of the
distribution. A "distribution" is defined in Rule 102 as an
offering of securities "that is distinguished from ordinary trading
transactions by the magnitude of the offering and the presence of
special selling efforts and selling methods". We have also advised
the selling shareholder that Rule 101 of Regulation M under the
1934 Act prohibits any "stabilizing bid" or "stabilizing purchase"
for the purpose of pegging, fixing or stabilizing the price of the
common stock in connection with this offering.
AVAILABLE INFORMATION
We have
filed with the Securities and Exchange Commission a Registration
Statement on Form S-1 (together with all amendments and exhibits)
under the Securities Act of 1933, as amended, with respect to the
securities offered by this prospectus. This prospectus does not
contain all of the information in the Registration Statement,
certain parts of which are omitted in accordance with the rules and
regulations of the Securities and Exchange Commission. For further
information, reference is made to the Registration Statement which
may be read and copied at the Commission’s Public Reference
Room.
We are
subject to the requirements of the Securities Exchange Act of l934
and are required to file reports and other information with the
Securities and Exchange Commission. Copies of any such reports and
other information (which includes our financial statements) filed
by us can be read and copied at the Commission's Public Reference
Room.
The
public may obtain information on the operation of the Public
Reference Room by calling the Commission at 1-800-SEC-0330. The
Public Reference Room is located at 100 F. Street, N.E.,
Washington, D.C. 20549.
Our
Registration Statement and all reports and other information we
file with the Securities and Exchange Commission are available at
www.sec.gov, the website of the Securities and Exchange
Commission.
TABLE OF CONTENTS
|
|
Page
|
|
PROSPECTUS
SUMMARY
|
2
|
|
INCORPORATION
OF DOCUMENTS BY REFERENCE
|
4
|
|
FORWARD
LOOKING STATEMENTS
|
5
|
|
RISK
FACTORS
|
6
|
|
DILUTION
|
7
|
|
DESCRIPTION
OF COMMON STOCK
|
7
|
|
SELLING
SHAREHOLDER
|
8
|
|
AVAILABLE
INFORMATION
|
9
|
No
dealer, salesperson or other person has been authorized to give any
information or to make any representation not contained in this
prospectus, and if given or made, such information or
representations must not be relied upon as having been authorized
by CEL-SCI Corporation. This prospectus does not constitute an
offer to sell, or a solicitation of an offer to buy, any of the
securities offered in any jurisdiction to any person to whom it is
unlawful to make an offer by means of this prospectus.
PART II
Information Not Required in Prospectus
Item 13.
Other Expenses of Issuance and
Distribution.
The
following table shows the costs and expenses payable by the Company
in connection with this registration statement.
|
SEC
Filing Fee
|
$127
|
|
Legal
Fees and Expenses
|
12,500
|
|
Accounting
Fees and Expenses
|
15,000
|
|
Miscellaneous
Expenses
|
373
|
|
TOTAL
|
$28,000
|
All
expenses other than the SEC filing fee are estimated.
Item
14.
Indemnification
of Officers and Directors
The
Colorado Business Corporation Act provides that the Company may
indemnify any and all of its officers, directors, employees or
agents or former officers, directors, employees or agents, against
expenses actually and necessarily incurred by them, in connection
with the defense of any legal proceeding or threatened legal
proceeding, except as to matters in which such persons shall be
determined to not have acted in good faith and in the
Company’s best interest.
Item 15.
Recent Sales of Unregistered Securities.
| Note |
Reference |
|
|
|
|
Between February 14, 2016 and April 6, 2020, the Company issued
629,012 shares of its common stock to persons in consideration of
investor relations services. The 656,772 shares were valued at
approximately $2,208,453.
|
A,
C
|
|
|
|
|
On February 15, 2016 the Company sold 52,000 shares of common stock
and 26,000 warrants to a private investor for
$624,000.
|
A,
C
|
|
|
|
|
Between January 2017 and August 2017, the Company issued warrants
to persons who purchased registered shares of the Company’s
common stock; and the placement agent for these
financings.
|
|
|
|
|
|
The warrants (Series GG through LL and Series OO through QQ)
collectively allow the holders to purchase up to 3,369,868 shares
of the Company’s common stock at prices between $3.594 and
$2.30 per share. The warrants expire on various dates between
February 2022 and February 2023.
|
A,
B
(as
to
Series
GG and HH Warrants)
|
|
|
|
|
On June 22, 2017 the Company sold convertible notes in the
principal amount of $1,510,000 to six private investors. The notes
bear interest at 4% per year and are due and payable on December
22, 2017. At the option of the note holders, the notes can be
converted into shares of the Company’s common stock at a
conversion rate of $1.69. The purchasers of the convertible notes
also received warrants (Series MM) which entitle the purchasers to
acquire up to 893,491 shares of the Company’s common stock.
The warrants are exercisable at a price of $1.86 per share and
expire on June 22, 2022.
|
B,
C
|
|
|
|
|
On July 24, 2017 the Company sold convertible notes in the
principal amount of $1,235,000 to twelve private investors. The
notes bear interest at 4% per year and are due and payable on
December 22, 2017. At the option of the note holders, the notes can
be converted into shares of the Company’s common stock at a
conversion rate of $2.29. The purchasers of the convertible notes
also received warrants (Series NN) which entitle the purchasers to
acquire up to 539,300 shares of the Company’s common stock.
The warrants are exercisable at a price of $2.52 per share and
expire on July 24, 2022.
|
A,
C
|
|
|
|
|
On July 26, 2017, the Company sold 100,000 shares of its common
stock to an accredited investor at a price of $2.29 per share in a
registered offering. The Company also issued to the investor in
this offering warrants (Series OO) to purchase 60,000 shares of the
Company’s common stock. The warrants can be exercised at a
price of $2.52 per share at any time on or after January 31, 2018
and on or before July 31, 2022.
|
A
|
|
|
|
|
As of August 18, 2017 the Company was indebted to Ergomed, plc for
services provided by Ergomed in connection with the Company’s
Phase III clinical trials. On August 18, 2017 the Company issued
Ergomed 480,000 shares of its common stock in partial payment of
the amount the Company owed Ergomed.
|
A,
C
|
|
|
|
|
On
August 22, 2017, the Company sold 1,750,000 registered shares of
common stock and warrants (Series PP) to purchase 1,750,000
unregistered shares of the Company’s common stock at a
combined offering price of $2.00 per share and warrant. The Series
PP warrants have an exercise price of $2.30 per share, are
exercisable on February 28, 2018 and expire on February 28, 2023.
In addition, the Company issued warrants (Series QQ) to purchase
87,500 shares of unregistered common stock to the placement agent
for this financing. The Series QQ warrants have an exercise price
of $2.50, are exercisable on February 22, 2018 and expire on August
22, 2022.
|
A
|
|
|
|
|
On November 2, 2017 holders of convertible notes in the principal
amount of $1,059,300 sold in June 2017 and holders of convertible
notes in the principal amount of $1,235,000 sold in July 2017
agreed to extend the maturity date of these notes to September 21,
2018. In consideration for the extension of the maturity date of
the convertible notes, the Company issued a total of 583,057 Series
RR warrants to the convertible note holders that agreed to the
extension. Each Series RR warrant entitles the holder to purchase
one share of the Company's common stock. The Series RR warrants may
be exercised at any time on or before October 30, 2022 at an
exercise price of $1.65 per share.
|
A,
C
|
|
|
|
|
On
December 19, 2017 the Company sold 1,289,478 shares of common stock
for $2,450,000 to 19 private investors. The purchasers of the
common stock also received warrants (Series SS) which entitle the
purchasers to acquire up to 1,289,478 shares of the Company’s
common stock. The warrants are exercisable at a price of $2.09 per
share and expire on December 18, 2022.
|
A,
C
|
|
|
|
|
As of December 31, 2017, the Company was indebted to Ergomed, plc
for services provided by Ergomed in connection with the
Company’s Phase III clinical trials. On January 1, 2018 the
Company issued Ergomed 660,000 shares of its common stock in
partial payment of the amount the Company owed
Ergomed.
|
A,
C
|
|
|
|
|
On
February 5, 2018 the Company sold 2,501,145 shares of common stock
for $4,677,140 to 20 private investors. The purchasers of the
common stock also received warrants (Series TT) which entitle the
purchasers to acquire up to 1,875,860 shares of the Company’s
common stock. The Series TT warrants have an exercise price of
$2.24, are exercisable on August 6, 2018 and expire on February 5,
2023.
|
A,
C
|
|
|
|
|
As of May 15, 2018, the Company was indebted to Ergomed, plc for
services provided by Ergomed in connection with the Company’s
Phase III clinical trials. On May 16, 2018 the Company issued
Ergomed 600,000 shares of its common stock in partial payment of
the amount the Company owed Ergomed.
|
A, C
|
|
|
|
|
On June 11, 2018 holders of notes in the principal amount of
$1,860,000 converted their notes into 937,804 shares of the
Company’s common stock. The Company issued 28,825 shares of
its common stock for $80,710 in accrued but unpaid interest on the
notes.
|
A, C
|
|
|
|
|
On July 2, 2018, the Company 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, the Company issued 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. In addition, the Company issued
warrants to purchase up to 195,000 shares of CEL-SCI’s common
stock to the Placement Agent (Series WW). The Series WW 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.
|
A
|
|
|
|
|
On August 13, 2018, the Company sold 463,855 shares of its common
stock for aggregate gross proceeds of $385,000, or $0.83 per share,
in a private placement to four officers of the
Company.
|
A, C
|
|
|
|
|
As of August 29, 2018, the Company was indebted to Ergomed, plc for
services provided by Ergomed in connection with the Company’s
Phase III clinical trial. On August 30, 2018 the Company issued
Ergomed 1,000,000 shares of its common stock in payment of the
amounts it owed Ergomed.
|
A, C
|
|
|
|
|
As of January 8, 2019, the Company had outstanding payables to
Ergomed, plc for services provided by Ergomed in connection with
the Company’s Phase III clinical trial. On January 9, 2019
the Company issued Ergomed 500,000 shares of its common stock in
payment of the amounts it owed Ergomed.
|
A, C
|
|
|
|
|
On May 7, 2019, the Company sold 30,612 shares of its common stock
for aggregate gross proceeds of $210,000, or $6.86 per share, in a
private placement to four officers and a director of the
Company.
|
A, C
|
|
|
|
|
On June 3, 2019, the Company sold 6,631 shares of its common stock
for aggregate gross proceeds of $25,000, or $3.77 per share, in a
private placement to the Chief Executive Officer of the
Company.
|
A, C
|
|
|
|
|
On August 15, 2019 the Company issued Ergomed 250,000 shares of its
common stock in payment for services.
|
A, C
|
|
|
|
|
On September 4, 2019, the Company sold 7,962 shares of its common
stock for aggregate gross proceeds of $57,000, or $7.16 per share,
in a private placement to three officers of the
Company.
|
A, C
|
|
|
|
|
On October 25, 2019, the Company sold 3,725 shares of its common
stock for aggregate gross proceeds of $25,000, or $6.71 per share,
in a private placement to the Chief Executive Officer of the
Company.
|
A, C
|
|
|
|
|
On January 10, 2020, the Company sold 6,631 shares of its common
stock for aggregate gross proceeds of $50,000, or $7.54 per share,
in a private placement to the Chief Executive Officer of the
Company.
|
A, C
|
|
|
|
|
On February 26, 2020, the Company sold 10,156 shares of its common
stock for aggregate gross proceeds of $110,000, or $10.83 per
share, in a private placement to three officers and three directors
of the Company.
|
A, C
|
|
|
|
|
On April 6, 2020 the Company issued Ergomed 100,000 shares of its
common stock in payment for services.
|
A, C
|
A. The
Company relied upon the exemption provided by Section 4(a)(2) of
the Securities Act of 1933 with respect to the issuance of these
shares. The persons who acquired these shares were sophisticated
investors and were provided full information regarding the Company.
There was no general solicitation in connection with the offer or
sale of these securities. The persons who acquired these shares
acquired them for their own accounts. The certificates representing
these shares bear a restricted legend providing that they cannot be
sold except pursuant to an effective registration statement or an
exemption from registration.
B. The
Company relied upon the exemption provided by Rule 506 of the
Securities and Exchange Commission with respect to the issuance of
these securities. The persons who acquired these securities were
sophisticated investors and were provided full information
regarding the Company. 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 bear a restricted
legend providing that they cannot be sold except pursuant to an
effective registration statement or an exemption from
registration.
C. No
commission or other form of remuneration was given to any person in
connection with the sale or issuance of these
securities.
Item
16.
Exhibits
and Financial Statement Schedules
|
3(a)
|
Articles
of Incorporation
|
Incorporated
by reference to Exhibit 3(a) of CEL-SCI's combined Registration
Statement on Form S-1 and Post-Effective Amendment ("Registration
Statement"), Registration Nos. 2-85547-D and 33-7531.
|
|
|
|
|
|
3(b)
|
Amended Articles
|
Incorporated
by reference to Exhibit 3(a) of CEL-SCI's Registration Statement on
Form S-1, Registration Nos. 2-85547-D and 33-7531.
|
|
|
|
|
|
3(c)
|
Amended
Articles (Name change only)
|
Filed
as Exhibit 3(c) to CEL-SCI's Registration Statement on Form S-1
Registration Statement (No. 33-34878).
|
|
3(d)
|
Bylaws (as
amended)
|
Incorporated by
reference to Exhibit 3(d) of
CEL-SCI's Post-Effective Amendment No. 3 to Registration Statement
on Form S-1 (No. 333-229295).
|
|
|
|
|
|
|
Shareholders Rights
Agreement, as Amended
|
Incorporated by
reference to Exhibit 4 filed with CEL-SCI’s 10-K report
for the year ended September 30, 2015.
|
|
|
|
|
|
|
Incentive Stock
Option Plan
|
Incorporated by
reference to Exhibit 4 (b) filed on September 25, 2012 with the
Company’s registration statement on Form S¬8 (File
number 333-184092).
|
|
|
|
|
|
|
Non-Qualified Stock
Option Plan
|
Incorporated by
reference to Exhibit 4 (b) filed on August 19, 2014 with the
Company’s registration statement on Form S¬8 (File
number 333-198244).
|
|
|
|
|
|
|
Stock Bonus
Plan
|
Incorporated by
reference to Exhibit 4 (d) filed on September 25, 2012 with the
Company’s registration statement on Form S¬8 (File
number 333-184092).
|
|
|
|
|
|
|
Stock Compensation
Plan
|
Incorporated by
reference to Exhibit 4 (e) filed on September 25, 2012 with the
Company’s registration statement on Form S¬8 (File
number 333-184092).
|
|
|
|
|
|
2014 Incentive
Stock Bonus Plan
|
Incorporated by
reference to Exhibit 4 (c) filed with the Company’s
registration statement on Form S-8 (333-198244).
|
|
|
|
|
|
|
Legal
Opinion
|
|
|
|
First Amendment to
Development Supply and Distribution Agreement with Orient
Europharma.
|
Incorporated by
reference to Exhibit 10(m) filed with CEL-SCI’s 10-K
report for the year ended September 30, 2010.
|
|
|
|
|
|
|
Exclusive License
and Distribution Agreement with Teva Pharmaceutical
Industries Ltd.
|
Incorporated by
reference to Exhibit 10(n) filed with CEL-SCI’s 10-K
report for the year ended September 30, 2010.
|
|
|
|
|
|
|
Lease
Agreement
|
Incorporated by
reference to Exhibit 10(o) filed with CEL-SCI’s 10-K
report for the year ended September 30, 2010.
|
|
10(p)
|
Licensing Agreement
with Byron Biopharma
|
Incorporated by
reference to Exhibit 10(i) of CEL-SCI’s report on Form
8-K dated March 27, 2009
|
|
|
|
|
|
10(z)
|
Development, Supply
and Distribution Agreement with Orient Europharma
|
Incorporated by
reference to Exhibit 10(z) filed with CEL-SCI’s
report on Form 10-K for the year ended September 30,
2003.
|
|
|
|
|
|
|
Securities Purchase Agreement and
the form of the Series R warrant, which is
an exhibit to the Securities Purchase
Agreement
|
Incorporated by
reference to Exhibit 10(ii) of CEL-SCI’s report on Form
8-K dated December 5, 2012.
|
|
|
|
|
|
|
Underwriting
Agreement, together with the form of Series S warrant which is an
exhibit to the underwriting agreement
|
Incorporated by
reference to Exhibit 1.1 of CEL-SCI’s report on Form 8-K
dated October 8, 2013.
|
|
|
|
|
|
|
Underwriting
Agreement, together with the form of Series S warrant which is an
exhibit to the Underwriting Agreement.
|
Incorporated by
reference to Exhibit 1.1 of CEL-SCI’s report on Form 8-K
dated December 19, 2013.
|
|
|
|
|
|
|
Underwriting
Agreement, together with the form of Series T warrant which is an
exhibit to the warrant agent agreement
|
Incorporated by
reference to Exhibit 1.1 of CEL-SCI’s report on Form 8-K
dated April 15, 2014.
|
|
|
|
|
|
|
Underwriting
Agreement, together with the form of Series S warrant which is an
exhibit to the warrant agent agreement
|
Incorporated by
reference to Exhibit 1.1 of CEL-SCI’s report on Form 8-K
dated October 23, 2014.
|
|
|
|
|
|
|
Assignment and
Assumption Agreement with Teva Pharmaceutical Industries, Ltd. and
GCP Clinical Studies, Ltd.
|
Incorporated by
reference to Exhibit 10(rr) of CEL-SCI’s report on Form
10-K/A report for the year ended September 30, 2014 dated
April 17, 2015.
|
|
|
|
|
|
|
Service Agreement
with GCP Clinical Studies, Ltd., together with Amendment 1
thereto*
|
Incorporated by
reference to Exhibit 10(ss) of CEL-SCI’s first amendment to
its Form 10-K report for the year ended September 30, 2014
dated April 17, 2015.
|
|
|
|
|
|
|
Joinder Agreement
with PLIVA Hrvatska d.o.o.
|
Incorporated by
reference to Exhibit 10(tt) of CEL-SCI’s first amendment to
its Form 10-K report for the year ended September 30, 2014
dated April 17, 2015.
|
|
|
|
|
|
|
Master Service
Agreement with Ergomed Clinical Research, Ltd., and
Clinical Trial Orders thereunder
|
Incorporated by
reference to Exhibit 10(uu) of CEL-SCI’s first amendment to
its Form 10-K report for the year ended September 30, 2014
dated April 17, 2015.
|
|
|
|
|
Co-Development and
Revenue Sharing Agreement with Ergomed Clinical Research Ltd.,
dated April 19, 2013, as amended
|
Incorporated by
reference to Exhibit 10(vv) of CEL-SCI’s first amendment to
its Form 10-K report for the year ended September 30, 2014
dated April 17, 2015.
|
|
|
|
|
|
|
Co-Development and
Revenue Sharing Agreement II: Cervical Intraepithelial
Neoplasia in HIV/HPV co-infected women, with Ergomed Clinical
Research Ltd., dated October 10, 2013, as amended
|
Incorporated by
reference to Exhibit 10(ww) of CEL- first amendment to its Form
10-K report for the year ended September 30, 2014 dated April
17, 2015.
|
|
|
|
|
|
|
Co-Development and
Revenue Sharing Agreement III: Anal warts and anal intraepithelial
neoplasia in HIV/HPV co-infected patients, with Ergomed Clinical
Research Ltd., dated October 24, 2013
|
Incorporated by
reference to Exhibit 10(xx) of CEL-SCI’s first amendment to
its Form 10-K report for the year ended September 30, 2014
dated April 17, 2015.
|
|
|
|
|
|
|
Master Services
Agreement with Aptiv Solutions, Inc.
|
Incorporated by
reference to Exhibit 10(yy) of CEL-SCI’s first amendment to
its Form 10-K report for the year ended September 30, 2014
dated April 17, 2015.
|
|
|
|
|
|
|
|
|
|
|
Project Agreement
Number 1 with Aptiv Solutions, Inc. together with Amendments 1 and
2 thereto*
|
Incorporated by
reference to Exhibit 10(zz) of CEL-SCI’s first amendment to
its Form 10-K report for the year ended September 30, 2014
dated April 17, 2015.
|
|
|
|
|
|
|
Second Amendment to
Development Supply and Distribution Agreement with Orient
Europharma
|
Incorporated by
reference to Exhibit 10(aaa) of CEL-SCI’s first amendment to
its Form 10-K report for the year ended September 30, 2014
dated April 17, 2015.
|
|
|
|
|
|
|
Warrant Agent
Agreement (as amended), Series V warrants
|
Incorporated by
reference to Exhibit 10 (ccc) of CEL-SCI’s report on Form 8-K
filed on May 29, 2015.
|
|
|
|
|
Assignment of
Proceeds and Investment Agreement between CEL-SCI Corporation and
Lake Whillans Vehicle 1.
|
Incorporated by
reference to Exhibit 10 (ddd) of CEL-SCI’s report on Form 8-K
filed on October 16, 2015.
|
|
|
|
|
|
|
Warrant Agent
Agreement, Series W warrants
|
Incorporated by
reference to Exhibit 10 (eee) of CEL-SCI’s report on Form 8-K
filed on October 23, 2015.
|
|
|
|
|
|
|
Securities Purchase
Agreement
|
Incorporated by
reference to Exhibit 10(jjj) of CEL-SCI’s report on Form 8-K
dated May 19, 2016.
|
|
|
|
|
|
|
Securities Purchase
Agreement
|
Incorporated by
reference to Exhibit 10(kkk) of CEL-SCI’s report on Form 8-K
dated August 24, 2016.
|
|
|
|
|
|
|
Termination
Agreement with Maximilian de Clara
|
Incorporated by
reference to Exhibit 10(lll) of CEL-SCI’s report on Form 8-K
dated September 2, 2016.
|
|
|
|
|
|
|
Employment
Agreement with Geert Kersten (2016-2019)
|
Incorporated by
reference to Exhibit 10(mmm) of CEL-SCI’s report on Form 8-K
dated September 2, 2016.
|
|
|
|
|
|
|
Employment
Agreement with Patricia Prichep (2016-2019)
|
Incorporated by
reference to Exhibit 10(nnn) of CEL-SCI’s report on Form 8-K
dated September 2, 2016.
|
|
|
Employment
Agreement with Eyal Taylor (2016-2019)
|
Incorporated by
reference to Exhibit 10(ooo) of CEL-SCI’s report on Form 8-K
dated September 2, 2016.
|
|
|
|
|
|
|
Securities Purchase
Agreement
|
Incorporated by
reference to Exhibit 10(ppp) of CEL-SCI’s report on Form 8-K
dated December 1, 2016.
|
|
|
|
|
|
|
|
|
|
Securities Purchase
Agreement
|
Incorporated by
reference to Exhibit 10(qqq) of CEL-SCI’s report on Form 8-K
dated February 16, 2017.
|
|
|
|
|
|
|
Securities Purchase
Agreement
|
Incorporated by
reference to Exhibit 10(rrr) of CEL-SCI’s report on Form 8-K
dated March 8, 2017.
|
|
|
|
|
|
|
Securities Purchase
Agreement
|
Incorporated by
reference to Exhibit 10(sss) of CEL-SCI’s report on Form 8-K
dated April 30, 2017.
|
|
|
|
|
|
|
Securities Purchase
Agreement (sale of 100,000 shares to private investor, plus Series
OO warrants).
|
Incorporated by
reference to Exhibit 10(ttt) of CEL-SCI’s report on Form 8-K
dated July 27, 2017.
|
|
|
|
|
|
|
Securities Purchase
Agreement with Ergomed
|
Incorporated by
reference to Exhibit 10(uuu) of CEL-SCI’s report on Form 8-K
dated August 17, 2017.
|
|
|
|
|
|
|
Securities Purchase
Agreement
|
Incorporated by
reference to Exhibit 10(vvv) of CEL-SCI’s report on Form 8-K
dated August 22, 2017.
|
|
|
|
|
|
|
Amendment No. 1 to
Assignment of Proceeds and Investment Agreement
|
Incorporated by
reference to Exhibit 10(www) of CEL-SCI’s report on Form 8-K
dated November 2, 2017.
|
|
|
|
|
|
|
Amendment to
Convertible Promissory Notes
|
Incorporated by
reference to Exhibit 10(xxx) of CEL-SCI’s registration
statement on Form S-1 dated January 5, 2018.
|
|
|
|
|
|
|
Securities Purchase
Agreement with Ergomed
|
Incorporated by
reference to Exhibit 10(zzz) of CEL-SCI’s report on Form 8-K
dated January 1, 2018.
|
|
|
|
|
|
|
Securities Purchase
Agreements (December 2017 Financing)
|
Incorporated by
reference to Exhibit 10.1 of CEL-SCI’s registration statement
on Form S-1 dated January 5, 2018.
|
|
|
|
|
|
|
Securities Purchase
Agreements (February 2018
Financing)
|
Incorporated by
reference to Exhibit 10.1 of CEL-SCI’s registration statement
on Form S-1 dated February 14, 2018.
|
|
|
|
|
|
|
Securities Purchase
Agreement with Ergomed
|
Incorporated by
reference to Exhibit 10.3 of CEL-SCI’s report on Form 8-K
dated May 21, 2018.
|
|
|
|
|
|
|
Securities Purchase
Agreement
|
Incorporated by
reference to Exhibit 10.4 of CEL-SCI’s report on Form 8-K
dated June 29, 2018.
|
|
|
|
|
|
|
Securities Purchase
Agreement
|
Incorporated by
reference to Exhibit 10.5 of CEL-SCI’s report on Form 8-K
dated August 31, 2018.
|
|
|
|
|
|
|
Securities Purchase
Agreement with Ergomed
|
Incorporated by
reference to Exhibit 10.6 of CEL-SCI’s report on Form 8-K
dated August 16, 2019.
|
|
|
|
|
|
|
2019
Non-Qualified Stock Option Plan
|
Incorporated by
reference to Exhibit 10.7 of CEL-SCI’s report on Form 8-K
dated October 15, 2019.
|
|
|
|
|
|
|
2019 Stock
Compensation Plan
|
Incorporated by
reference to Exhibit 10.8 of CEL-SCI’s report on Form 8-K
dated October 15, 2019.
|
|
|
|
|
|
|
Securities Purchase
Agreement with Ergomed
|
|
|
|
|
|
|
|
Consent of Hart
& Hart, LLC
|
|
|
|
|
|
|
|
Consent of BDO USA,
LLP
|
|
*
Portions
of this exhibit have been omitted pursuant to a request for
confidential treatment filed with the Commission under Rule 24b-2
of the Securities Exchange Act of 1934. The omitted confidential
material has been filed separately with the Commission. The
location of the omitted confidential information is indicated in
the exhibit with asterisks (*)
Item
17. Undertakings
The undersigned
registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration
statement:
(i)
To include any prospectus required by Section l0 (a)(3) of the
Securities Act:
(ii)
To reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the
information in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement;
and
(iii)
To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement.
(2)
That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3)
To remove from registration by means of a post-effective amendment
any of the securities that remain unsold at the termination of the
offering.
Insofar as
indemnification for liabilities arising under the Securities Act of
l933 (the “Act”) may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the
foregoing provisions or otherwise, the Registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of
whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication
of such issue.
(4)
That, for the purpose of determining liability under the Securities
Act of 1933 to any purchaser:
(i)
If the registrant is relying on Rule 430B:
(A)
Each prospectus filed by the registrant pursuant to Rule 424(b)(3)
shall be deemed to be part of the registration statement as of the
date the filed prospectus was deemed part of and included in the
registration statement; and
(B)
Each prospectus required to be filed pursuant to Rule 424(b)(2),
(b)(5), or (b)(7) as part of a registration statement in reliance
on Rule 430B relating to an offering made pursuant to Rule
415(a)(1)(i), (vii), or (x) for the purpose of providing the
information required by section 10(a) of the Securities Act of 1933
shall be deemed to be part of and included in the registration
statement as of the earlier of the date such form of prospectus is
first used after effectiveness or the date of the first contract of
sale of securities in the offering described in the prospectus. As
provided in Rule 430B, for liability purposes of the issuer and any
person that is at that date an underwriter, such date shall be
deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to which
that prospectus relates, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof. Provided, however, that no statement made in a
registration statement or prospectus that is part of the
registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or
prospectus that is part of the registration statement will, as to a
purchaser with a time of contract of sale prior to such effective
date, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the
registration statement or made in any such document immediately
prior to such effective date; or
(ii)
If the registrant is subject to Rule 430C, each prospectus filed
pursuant to Rule 424(b) as part of a registration statement
relating to an offering, other than registration statements relying
on Rule 430B or other than prospectuses filed in reliance on Rule
430A, shall be deemed to be part of and included in the
registration statement as of the date it is first used after
effectiveness. Provided, however, that no statement made in a
registration statement or prospectus that is part of the
registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or
prospectus that is part of the registration statement will, as to a
purchaser with a time of contract of sale prior to such first use,
supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement
or made in any such document immediately prior to such date of
first use.
(6) That,
for the purpose of determining liability of the registrant under
the Securities Act of 1933 to any purchaser in the initial
distribution of the securities:
The undersigned
registrant undertakes that in a primary offering of securities of
the undersigned registrant pursuant to this registration statement,
regardless of the underwriting method used to sell the securities
to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the
undersigned registrant will be a seller to the purchaser and will
be considered to offer or sell such securities to such
purchaser:
(i) Any
preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule
424;
(ii) Any
free writing prospectus relating to the offering prepared by or on
behalf of the undersigned registrant or used or referred to by the
undersigned registrant;
(iii)
The portion of any other free writing prospectus relating to the
offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the
undersigned registrant; and
(iv) Any
other communication that is an offer in the offering made by the
undersigned registrant to the purchaser.
SIGNATURES
Pursuant to the
requirements of the Securities Act of l933, the registrant has duly
caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the Vienna, Virginia
on the 9th day of April, 2020.
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CEL-SCI
CORPORATION
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By:
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/s/ Geert
Kersten
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Geert
Kersten
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Chief Executive,
Financial and Accounting Officer
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In accordance with
the requirements of the Securities Act of l933, this registration
statement has been signed by the following persons in the
capacities and on the dates indicated:
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Signature
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Title
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Date
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/s/ Geert
Kersten
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Chief Executive,
Financial and Accounting Officer and a Director
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April 9,
2020
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Geert
Kersten
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/s/ Peter
Young
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Director
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April 9,
2020
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Peter R. Young
Ph.D
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/s/ Bruno
Baillavoine
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Director
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April 9,
2020
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Bruno
Baillavoine
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/s/ Robert
Watson
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Director
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April 9,
2020
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Robert
Watson
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