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): December 4, 2012
CEL-SCI CORPORATION
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(Exact name of Registrant as specified in its charter)
Colorado 01-11889 84-0916344
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
8229 Boone Boulevard, Suite 802
Vienna, Virginia 22182
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(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (703) 506-9460
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N/A
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(Former name or former address if changed since last report)
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Item 1.01 Entry Into a Material Definitive Agreement
On December 4, 2012 CEL-SCI Corporation sold 35,000,000 shares of its
common stock for $10,500,000 or $0.30 per share, in a registered direct
offering. The investors in this offering also received Series R warrants which
entitle the investors to purchase up to 26,250,000 shares of CEL-SCI's common
stock. The Series R warrants may be exercised at any time on or after June 7,
2013 and on or before December 7, 2016 at a price of $0.40 per share.
CEL-SCI has agreed to pay Chardan Capital Markets, LLC, the placement
agent for this offering, a cash commission of $682,500.
CEL-SCI has filed with the Securities and Exchange Commission a prospectus
supplement to its shelf Registration Statement on Form S-3 registering the
shares of common stock and warrants sold in this offering.
The transaction is expected to close on or before December 7, 2012.
CEL-SCI will receive net proceeds of approximately $9,800,000 from the sale of
the securities described above, after deductions for the placement agent's
commissions and offering expenses.
Item 9.01 Financial Statements and Exhibits
Exhibit Number Description
5 Opinion of Counsel
10(ii) Form of Securities Purchase Agreement and
form of Series R warrant, which is an exhibit
to the Securities Purchase Agreement.
10(jj) Placement Agent Agreement
23 Consent of Attorneys
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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.
Date: December 4, 2012 CEL-SCI CORPORATION
By: /s/ Geert R. Kersten
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Geert R. Kersten, Chief Executive Officer