Current Report Filing (8-k)
August 30 2019 - 4:01PM
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): August 31,
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
|
(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 Blvd.
#802
Vienna, VA 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)
Securities registered pursuant to Section 12(b) of the
Act:
Title of Each
Class
|
Trading
Symbol(s)
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Name
of Each Exchange on Which Registered
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None
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N/A
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N/A
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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.
See
Item 5.02 of this report.
Item
5.02.
Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Employment Agreements
On
August 31, 2019, CEL-SCI entered into a four-year employment
agreement with Geert Kersten, CEL-SCI’s Chief Executive
Officer. The employment agreement with Mr. Kersten, which is
essentially the same as Mr. Kersten’s prior employment
agreement, as amended on August 31, 2016, provided that, during the
term of the agreement, CEL-SCI would pay Mr. Kersten an annual
salary of $559,052, plus any increases in proportion to salary
increases granted to other senior executive officers of CEL-SCI, as
well any increases approved by the Board of Directors during the
period of the employment agreement.
On
August 31, 2019, CEL-SCI entered into a four-year employment
agreement with Patricia B. Prichep, CEL-SCI’s Senior Vice
President of Operations. The employment agreement with Ms. Prichep,
which is essentially the same as Ms. Prichep’s prior
employment agreement entered into on August 31, 2019 provided that,
during the term of the agreement, CEL-SCI would pay Ms. Prichep an
annual salary of $245,804 plus any increases approved by the Board
of Directors during the period of the employment
agreement.
On
August 31, 2019, CEL-SCI entered into a four-year employment
agreement with Eyal Talor, Ph.D., CEL-SCI’s Chief Scientific
Officer. The employment agreement with Dr. Talor, which is
essentially the same as Dr. Talor’s prior employment
agreement entered into on August 31, 2016, provided that, during
the term of the agreement, CEL-SCI would pay Dr. Talor an annual
salary of $303,453 plus any increases approved by the Board of
Directors during the period of the employment
agreement.
The
employment agreements were approved by CEL-SCI’s Compensation
Committee. In renewing the employment agreements with the persons
mentioned above, CEL-SCI’s Compensation Committee considered
various factors, including each employee’s performance in
their area of responsibility, each employee’s experience in
his or her position, and each employee’s length of service
with CEL-SCI.
The
foregoing description of the Employment Agreements are qualified in
their entirety by reference to the full text of the Employment
Agreements attached as exhibits to this report.
Item
9.01
Financial
Statements and Exhibits.
Employment
Agreement with Geert Kersten (2019).
Employment
Agreement with Patricia Prichep (2019).
Employment
Agreement with Eyal Talor (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:
August 30, 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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|
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