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): June 25,
2018
CEL-SCI CORPORATION
(Exact
name of Registrant as specified in its charter)
|
Colorado
|
|
01-11889
|
|
84-0916344
|
|
(State
or other jurisdiction of incorporation)
|
|
(Commission File
No.)
|
|
(IRS
Employer 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)
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 8.01 Other Events.
The
Company is currently involved in a pending arbitration proceeding,
CEL-SCI Corporation v. inVentiv Health Clinical, LLC (f/k/a
PharmaNet LLC) and PharmaNet GmbH (f/k/a PharmaNet AG). The Company
initiated the proceedings against inVentiv Health Clinical, LLC, or
inVentiv, the former third-party CRO, and is seeking payment for
damages related to inVentiv’s prior involvement in the Phase
3 clinical trial of Multikine. In the summer of 2017, inVentiv
Health, Inc., the ultimate parent company of the respondents in the
arbitration, merged with INC Research Holdings, Inc. The combined
company was renamed Syneos Health in January 2018. The arbitration
claim, initiated under the Commercial Rules of the American
Arbitration Association, alleges (i) breach of contract, (ii) fraud
in the inducement, and (iii) common law fraud.
Closing
arguments in the arbitration suit against the former CRO were
concluded on April 25, 2018, and the arbitrator indicated he would
render his judgement in the matter within 60 days of the conclusion
of closing arguments. The arbitrator has now requested until Friday
June 29, 2018 to make his Final Award.
Item
3.03. Material Modification to Rights of Security
Holders.
On June 25, 2018 the Company
extended the expiration date of its Series DD and Series EE
warrants from July 1, 2018 to July 12, 2018. The Series DD and
Series EE warrants were issued on December 8, 2016. As a result of
the reverse stock split approved by the Company’s
shareholders and adopted by the Company’s
directors,
●
the
holders of the Series DD warrants are entitled to purchase
1,360,960 shares of the Company’s common stock at an exercise
price of $4.50 per share, and
●
the holders of the Series EE warrants are
entitled to purchase 1,360,960 shares of the Company’s common
stock at an exercise price of $4.50 per
share
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.
|
|
EL-SCI
CORPORATION
|
|
|
|
|
|
|
|
Date: June 25,
2018
|
By:
|
/s/
Patricia B.
Prichep
|
|
|
|
|
Patricia B.
Prichep
|
|
|
|
|
Senior
Vice President of Operations
|
|