Current Report Filing (8-k)
August 16 2019 - 2:15PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 15, 2019
CEL-SCI CORPORATION
(Exact name of registrant as specified in its charter)
Colorado
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001-11889
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84-0916344
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(State or other
jurisdiction
of
incorporation)
|
(Commission File
No.)
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(IRS
Employer
Identification
No.)
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8229 Boone Blvd. #802 Vienna,
VA
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22182
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(Address of
principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area
code:
(703) 506-9460
N/A
(Former
name or former address if changed since last report)
Securities registered pursuant to Section 12(b) of the
Act:
Title of Each
Class
|
Trading
Symbol(s)
|
Name
of Each Exchange on Which Registered
|
None
|
N/A
|
|
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
1.01
Entry
Into a Material Definitive Agreement.
Ergomed, plc is one
of two clinical research organizations managing the Company’s
Phase III clinical trial. On August 15, 2019 the Company agreed to
issue Ergomed 250,000 restricted shares of the Company’s
common stock in payment of amounts the Company may owe Ergomed for
providing these services to the Company.
Item
3.02
Unregistered
Sales of Equity Securities
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 in Section 1.01 of this report. The
person who acquired these shares was a sophisticated investor and
was provided full information regarding the Company’s
business and operations. There was no general solicitation in
connection with the offer or sale of these securities. The person
who acquired these shares acquired them for its own account. 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
.
Item
9.01
Financial
Statements and Exhibits
Exhibit Number
Description
Securities Purchase
Agreement
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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|
|
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Date:
August
16, 2019
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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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