Blueprint
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): April 3,
2018
CEL-SCI CORPORATION
(Exact
name of Registrant as specified in its charter)
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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 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)
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 (§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
April 3, 2018 the exercise price of the Company’s outstanding
Series S warrants (CUSIP number 150837177), that are publicly
traded under the symbol “CVM WS” on the NYSE American,
was changed to $1.75 per share until June 11, 2018. After this
date, the exercise price will revert back to $31.25 per share of
common stock. As a result of the reverse stock split which became
effective on the NYSE American on June 15, 2017, 25 Series S
warrants are required to purchase one share of common stock. The
Series S warrants expire on October 11, 2018.
The
Company issued a press release, filed as Exhibit 99.1, announcing
the repricing of the exercise price of the Series S
warrants.
Item
8.01 Other Events.
On
April 4, 2018, the Company issued a press release, filed as Exhibit
99.2, providing an updated on the status of the Phase 3 clinical
study and the arbitration suit the Company filed against the former
clinical research organization for our Phase 3 trial.
Item
9.01. Financial Statements and
Exhibits.
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Exhibit
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Description
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Press Release dated April 3,
2018
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Press Release dated April 4,
2018
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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:
April 4, 2018 |
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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