As filed with the Securities and Exchange Commission on October__, 2013.
Registration No 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
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)
8229 Boone Blvd. #802
Vienna, Virginia 22182
84-09l6344 (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
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after this Registration Statement
becomes effective as determined by market conditions
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
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, other than securities offered only in connection with dividend or interest
reinvestment plans, 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 for the same offering. [x] 333-186103
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 registration statement pursuant to General Instruction I.D. or
a post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box. [ ]
If this Form is a post-effective amendment to a registration statement filed
pursuant to General Instruction I.D. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the Securities
Act, check the following box. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer", and "smaller reporting company" in
Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [X]
Non-accelerated filer [ ] Smaller reporting company [ ]
(Do not check if a smaller reporting company)
CALCULATION OF REGISTRATION FEE
Title of each Proposed Proposed
Class of Maximum Maximum
Securities Securities Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share (1) Price Fee(1)
---------- ---------- ------------ -------------- --------------
Common stock (2) (2) (2) (2)
Total $10,000,000 $10,000,000 $1,364
(1) Offering price computed in accordance with Rule 457(c).
(2) There are being registered hereunder an indeterminate number of shares of
common stock and warrants as may be sold, from time to time, by the
Company.
Pursuant to Rule 416, this Registration Statement includes such
indeterminate number of additional securities as may be required for issuance as
the result of any stock splits, stock dividends or similar transactions.
This registration statement is being filed pursuant to Rule 462(b).
Pursuant to Instruction IV of the general instructions to Form S-3 the contents
of registration statement 333-186103 are incorporated by reference.
2
POWER OF ATTORNEY
The registrant and each person whose signature appears below hereby
authorizes the agent for service named in this Registration Statement, with full
power to act alone, to file one or more amendments (including post-effective
amendments) to this Registration Statement, which amendments may make such
changes in this Registration Statement as such agent for service deems
appropriate, and the Registrant and each such person hereby appoints such agent
for service as attorney-in-fact, with full power to act alone, to execute in the
name and in behalf of the Registrant and any such person, individually and in
each capacity stated below, any such amendments to this Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of l933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Vienna, State of Virginia, on the 8th day of
October, 2013.
CEL-SCI CORPORATION
By: /s/ Maximilian de Clara
-----------------------------------
Maximilian de Clara, President
Pursuant to 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.
Signature Title Date
/s/ Maximilian de Clara Director and Principal October 8, 2013
--------------------------
Maximilian de Clara Executive Officer
/s/ Geert R. Kersten Director, Principal October 8, 2013
--------------------------
Geert R. Kersten Financial Officer, and
Chief Executive Officer
/s/ Alexander G. Esterhazy Director October 8, 2013
--------------------------
Alexander G. Esterhazy
/s/ C. Richard Kinsolving Director October 8, 2013
--------------------------
C. Richard Kinsolving, Ph.D.
/s/ Peter R. Young Director October 8, 2013
--------------------------
Peter R. Young, Ph.D.
CEL-SCI CORPORATION
FORM S-3
EXHIBITS
EXHIBIT 5
HART & HART, LLC
ATTORNEYS AT LAW
1624 Washington Street
Denver, CO 80203
William T. Hart, P.C. ________ harttrinen@aol.com
Will Hart Fax: (303) 839-5414
(303) 839-0061
October 8, 2013
CEL-SCI Corporation
8229 Boone Blvd. #802
Vienna, VA 22182
This letter will constitute an opinion upon the legality of the sale by
CEL-SCI Corporation, a Colorado corporation ("CEL-SCI"), of shares of its common
stock, preferred stock, convertible preferred stock, rights and warrants having
a maximum value of $10,000,000, all as referred to in the Registration Statement
on Form S-3 filed by CEL-SCI with the Securities and Exchange Commission.
We have examined the Articles of Incorporation, the Bylaws and the minutes
of the Board of Directors of CEL-SCI, the applicable laws of the State of
Colorado, a copy of the Registration Statement and all other documents we
considered necessary to render our option. In our opinion:
o CEL-SCI is authorized to issue the securities which are the subject of
this registration statement, as well as any securities issuable upon
the conversion of preferred stock or upon the exercise of any rights
or warrants;
o such securities, when sold, will be legally issued and will represent
fully paid and non-assessable securities of CEL-SCI; and
o the rights and warrants, when issued, will be binding obligations of
CEL-SCI under the laws of Colorado.
Very truly yours,
HART & HART, LLC
/s/ William T. Hart
--------------------
William T. Hart
EXHIBIT 23
CONSENT OF ATTORNEYS
Reference is made to the Registration Statement of CEL-SCI Corporation, whereby
the Company proposes to sell securities having a maximum value of $10,000,000.
Reference is also made to Exhibit 5 included in the Registration Statement
relating to the validity of the securities proposed to be sold.
We hereby consent to the use of our opinion concerning the validity of the
securities proposed to be issued and sold.
Very truly yours,
HART & HART, LLC
/s/ William T. Hart
William T. Hart
Denver, Colorado
October 8, 2013
Consent of Independent Registered Public Accounting Firm
CEL-SCI Corporation
Vienna, Virginia
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement of our reports dated December
14, 2012, relating to the consolidated financial statements and the
effectiveness of CEL-SCI Corporation's internal control over financial reporting
appearing in the Company's Annual Report on Form 10-K for the year ended
September 30, 2012.
We also consent to the reference to us under the caption "Experts" in the
Prospectus.
/s/ BDO USA, LLP
BDO USA, LLP
Bethesda, Maryland
October 8, 2013