0000725363
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0000725363
2020-10-30
2020-10-30
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): October 30,
2020
CEL SCI CORP
(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, Virginia 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:
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 3.03. Material Modification to Rights of Security
Holders
On
October 30, 2020, the Board of Directors of CEL-SCI Corporation
(the "Company") amended its Shareholder Rights Agreement,
originally adopted on November 7, 2007, to provide that the
Shareholder Rights Agreement will now expire on October 30, 2025.
For a summary of the terms of the Shareholders Rights Agreement,
see the section captioned "Description of Securities- Rights
Agreement" in the Company's Registration Statement on Form S-3
filed with the Securities and Exchange Commission on August 3,
2018.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit
Number
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Exhibit
Name
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Description
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4
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Instruments Defining the Rights of Security Holders
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Shareholder Rights Agreement (as amended)
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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:
October 30, 2020
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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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