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): March 12, 2010
CEL-SCI CORPORATION
------------------------------------
(Exact name of Registrant as specified in its charter)
Colorado 0-11503 84-0916344
-------------------- --------------------- ----------------------
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
8229 Boone Boulevard, Suite 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)
Item 8.01 Other Events
In April 2007 CEL-SCI Corporation issued its Series M warrants to a group
of private investors. The Series M warrants collectively entitle the holders to
purchase up to 10,021,667 shares of CEL-SCI's common stock. On March 12, 2010
CEL-SCI modified the terms of its Series M warrants in the manner described
below.
At any time prior to June 16, 2010 investors may exercise the Series M
warrants at a price of $0.75 per share. For every two Series M warrants
exercised prior to June 16, 2010 the investor will receive one Series F warrant.
Each Series F warrant will allow the holder to purchase one share of CEL-SCI's
common stock at a price of $2.50 per share at any time on or before June 15,
2014. After June 15, 2010 the exercise price of the Series M warrants will be
$2.00 per share. Any person exercising a Series M warrant after June 15, 2010
will not receive any Series F warrants. The Series M warrants expire on April
17, 2012.
CEL-SCI has filed with the Securities and Exchange Commission a prospectus
supplement to its shelf Registration Statement on Form S-3 registering its
Series F warrants, as well as the shares issuable upon the exercise of the
Series M and F warrants the shares of common stock to be sold to the private
investors.
CEL-SCI will not pay any commissions with respect to the sale of any
securities offered by the prospectus supplement.
Item 9.01 Financial Statements and Exhibits
Exhibit Number Description
-------------- ------------
5 Opinion of Counsel
23(a) Consent of Attorneys
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: March 12, 2010 CEL-SCI CORPORATION
By: /s/ Patricia B. Prichep
--------------------------------
Patricia B. Prichep
Senior Vice President of Operations
3
CEL-SCI CORPORATION
FORM 8-K
EXHIBITS