Current Report Filing (8-k)
May 09 2019 - 5:14PM
Edgar (US Regulatory)
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): May 7, 2019
CEL-SCI CORPORATION
(Exact
name of Registrant as specified in its charter)
Colorado
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01-11889
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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
3.02.
Unregistered
Sales of Equity Securities.
The
Company has received security purchase agreements for the purchase
of 30,612 restricted shares of the Company’s common stock at
the closing price on May 6, 2019 of $6.86 in the principal amount
of approximately $210,000 from five officers and directors of the
Company. As of May 9, 2019, the Company had 33,702,852 outstanding
shares of common stock.
The
Company relied upon the exemption provided by Section 4(a)(2) of
the Securities Act of 1933 in connection with sale of the shares
described above. The persons who acquired these shares were
sophisticated investors and were provided full information
regarding the Company’s business and operations. There was no
general solicitation in connection with the offer or sale of these
shares. The persons who acquired these shares acquired them for
their own accounts. The certificates representing the shares will
bear a restricted legend providing that they cannot be sold except
pursuant to an effective registration statement or an exemption
from registration. No commission was paid to any person in
connection with the sale of these shares.
On May
8, 2019, the Company issued a press release, filed as Exhibit 99,
providing an update on the status of the Phase 3 clinical
study.
Item
9.01.
Financial
Statements and Exhibits.
Press Release dated
May 8, 2019
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: May 9,
2019
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By:
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/s/
Patricia
Prichep
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Patricia Prichep
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Senior
Vice President of Operations
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