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): August 20, 2009
CEL-SCI CORPORATION
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(Exact name of Registrant as specified in its charter)
Colorado 0-11503 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)
Item 1.01 Entry Into a Material Definitive Agreement
On August 20, 2009 CEL-SCI Corporation sold 9,701,000 shares of its common
stock to a group of private investors for $4,365,450 or $0.45 per share. The
investors also received warrants which entitle the investors to purchase
4,850,500 shares of CEL-SCI's common stock. The warrants may be exercised at any
time on or after February 20, 2010 and on or prior to August 20, 2014 at a price
of $0.55 per share. The closing of the transaction is expected to close on
August 25, 2009.
CEL-SCI has agreed to pay Chardan Capital Markets, LLC, the placement
agent for this offering, a cash commission of $218,272.
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 to the private investors.
Item 9.01 Financial Statements and Exhibits
Exhibit Number Description
5 Opinion of Counsel
10(l) Securities Purchase Agreement (together with
schedule required by Instruction 2 to Item 601 of
Regulation S-K), together with the following
exhibits to the Securities Purchase Agreement.
A. Form of Warrant
23(a) 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: August 20, 2009 CEL-SCI CORPORATION
By: /s/ Geert R. Kersten
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Geert R. Kersten, Chief Executive
Officer
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CEL-SCI CORPORATION
FORM 8-K
EXHIBITS