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): November 2, 2017
CEL-SCI CORPORATION
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(Exact name of registrant as specified in its charter)
Colorado 001-11889 84-0916344
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
8229 Boone Blvd. #802
Vienna, VA 22182
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(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (703) 506-9460
N/A
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(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 (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 1.01. Entry Into a Material Definitive Agreement.
On June 22, 2017 the Company sold convertible notes in the principal amount
of $1,510,000 to 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.
On July 24, 2017 the Company sold convertible notes in the principal amount
of $1,235,000 to 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.
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 716,400 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.
Item 2.03. Creation of Direct Final Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
See Item 1.01 of this report.
Item 3.02. Unregistered Sales of Equity Securities.
The Company relied upon the exemption provided by Section 4(a)(2) of the
Securities Act of 1933 with respect to the issuance of the securities described
in Item 1.01 of this report. 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.
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: November 3, 2017 CEL-SCI CORPORATION
By: /s/ Patricia B. Prichep
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Patricia B. Prichep,
Senior Vice President of Operations