Item
1.01
Entry Into a Material Definitive Agreement.
On
December 1, 2016, CEL-SCI Corporation (“CEL-SCI”)
entered into a securities purchase agreement whereby it agreed to
issue and sell in a public offering 34,024,000 shares of its common
stock, as well as warrants to purchase common stock, for gross
proceeds of $4,253,000.
Each
share of common stock will be offered and sold to the public with
one half of one Series CC warrant, one Series DD warrant and one
Series EE warrant for the combined public purchase price of
$0.125.
●
Each Series CC
warrant has an exercise price of $0.20 per share, is immediately
exercisable and will expire on December 7, 2021;
●
Each Series DD
warrant has an exercise price of $0.18 per share, is immediately
exercisable and will expire on June 7, 2017; and
●
Each Series EE
warrant has an exercise price of $0.18 per share, is immediately
exercisable and will expire on September 7, 2017.
The
shares of common stock and warrants will be issued
separately.
The
closing of the offering is expected to take place on or about
December 7, 2016, subject to the satisfaction of customary closing
conditions.
The net
proceeds to CEL-SCI from the offering, after deducting the
placement agent’s discounts and commissions and estimated
offering expenses, and excluding the proceeds, if any, from the
exercise of the warrants, are expected to be approximately $3.68
million. CEL-SCI intends to use the net proceeds from the offering
primarily to fund our Phase 3 clinical trial of Multikine for head
and neck cancer, to fund the Phase 1 trial of Multikine in HIV/HPV
co-infected patients with anal warts, and for general corporate
purposes.
The
common stock and warrants (including the shares of common stock
issuable upon exercise of the warrants) were offered by CEL-SCI
pursuant to an effective shelf registration statement on
Form S-3, which was filed with the Securities and Exchange
Commission (the “SEC”) on July 1, 2015 and subsequently
declared effective on October 30, 2015 (File No. 333-205444)
(the “Registration Statement”), as supplemented by a
preliminary prospectus supplement filed with the Securities and
Exchange Commission (the “SEC”) on December 1, 2016 and
a final prospectus supplement to be filed with the SEC pursuant to
Rule 424(b) under the Securities Act of 1933, as
amended.
Rodman & Renshaw, a unit
of H.C. Wainwright & Co. (the “placement
agent”), is acting as the exclusive placement agent in
connection with the offering
.
We have
agreed to pay the placement agent a total cash fee equal to 7% of
the gross proceeds of this offering and a management fee equal to
1% of the gross proceeds of this offering. In addition, we have
agreed to reimburse the placement agent for its accountable and
out-of-pocket expenses, including aggregate legal fees and
expenses, in the aggregate amount of $125,000.
We have
also agreed to issue to the placement agent warrants to purchase up
to 1,701,200 shares (5% of the aggregate number of shares of common
stock sold in this offering). The placement agent warrants will
have substantially the same terms as the Series CC Warrants being
sold to the investors in this offering, except that the termination
date of the placement agent warrants will be no more than five
years from the effective date of this offering and the exercise
price will equal to 125% of the public offering price. Except in
certain limited circumstances, the placement agent warrants, and
any shares issued upon the exercise of the placement agent
warrants, may not be sold, transferred, assigned, pledged, or
hypothecated, or be the subject of any hedging, short sale,
derivative, put or call transaction that would result in the
effective economic disposition of the securities by any person for
a period of 180 days immediately following the date of
effectiveness or commencement of this offering.
On
December 1, 2016, the Company issued a press release announcing
that it had commenced the offering. A copy of this press release is
attached as Exhibit 99.1.
On
December 2, 2016, the Company issued a press release announcing
that it had priced the offering. A copy of this press release is
attached as Exhibit 99.2.
The
foregoing summaries of the terms of these documents and agreements
are subject to, and qualified in their entirety by, such documents
and agreements which are filed as exhibits to this Current Report
on Form 8-K and are incorporated herein by
reference.
Item
9.01
Financial Statements and Exhibits.
(d)
Exhibits.
|
Exhibit
|
Dexcription
|
|
|
|
|
1.1
|
Letter Agreement dated November 18, 2016, by and among CEL-SCI
Corporation and Rodman & Renshaw, as amended on December 1,
2016.
|
|
|
|
|
4 (i)
|
Form of Warrant - Series CC
|
|
|
|
|
4 (j)
|
Form of Warrant - Series DD
|
|
|
|
|
4 (k)
|
Form of Warrant - Series EE
|
|
|
|
|
4 (l)
|
Placement Agent Warrant - Series FF
|
|
|
|
|
5
|
Opinion of Hart & Hart, LLC.
|
|
|
|
|
10(ppp)
|
Form of Securities Purchase Agreement
|
|
|
|
|
23
|
Consent of Hart & Hart, LLC.
|
|
|
|
|
99.1
|
Press Release dated December 1, 2016.
|
|
|
|
|
99.2
|
Press Release dated December 2, 2016
|