Current Report Filing (8-k)
December 29 2020 - 5:00PM
Edgar (US Regulatory)
0000725363
false
0000725363
2020-12-23
2020-12-23
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): December 23,
2020
CEL SCI
CORP
(Exact
name of Registrant as specified in its charter)
Colorado
|
001-11889
|
84-0916344
|
(State
or other jurisdiction of incorporation)
|
(Commission
File No.)
|
(IRS
Employer Identification No.)
|
8229 Boone Blvd., #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))
Securities registered pursuant to Section 12(b) of the
Act:
Title of Each Class
|
Trading Symbol(s)
|
Name of Each Exchange on Which Registered
|
Common Stock
|
CVM
|
NYSE American
|
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
4.02
Non-Reliance
on Previously Issued Financial Statements or a Related Audit Report
or Completed Interim Review.
On
December 23, 2020, the board of directors (the “Board”)
of CEL-SCI Corporation (the “Company”), in consultation
with management, concluded that the Company’s previously
issued unaudited condensed financial statements contained within
the Quarterly Reports on Form 10-Q for the quarterly periods ended
December 31, 2019, March 31, 2020, and June 30, 2020 should no
longer be relied upon. Accordingly, the Company intends to restate
the aforementioned financial statements by amending its quarterly
reports on Form 10-Q for the quarters ended December 31, 2019,
March 31, 2020, and June 30, 2020. The Company expects to file
amended quarterly reports as soon as possible.
On
October 1, 2019, the Company adopted Accounting Standards
Codification (ASC) 842, Leases, and applied the
standard’s transition provisions to account for the
build-to-suit lease for the Company’s Multikine manufacturing
facility. The lease for the manufacturing facility was signed in
August 2007. When calculating the right of use (ROU) asset for this
lease under ASC 842 during the preparation of the year-end
financial statements, the Company determined that the opening
Finance ROU asset and total stockholders’ equity balances
were understated by approximately $2.04 million as of October 1,
2019, the date of adoption.
●
The unamortized
value of approximately $0.6 million relating to the issuance of
warrants to the landlord should have been capitalized and included
as part of the Finance ROU asset as of October 1,
2019.
●
The unamortized
value of approximately $1.4 million relating to a payment made to
the landlord at lease inception, which the Company is recovering in
the form of reduced rent, should have been capitalized and included
as part of the Finance ROU asset as of October 1,
2019.
The
changes do not impact any prior year’s financial statements
but are an adjustment to the opening Finance ROU asset and
accumulated deficit balances effective October 1, 2019. As a result
of the changes to the opening Finance ROU asset and accumulated
deficit balances, the financial statements filed for the three
quarterly reporting periods during 2020 will be adjusted as
follows:
|
As of December 31, 2019
|
|
|
|
|
BALANCE
SHEET
|
As Reported
|
Adjustment
|
Corrected
|
% Impact
|
|
|
|
|
Finance and Operating ROU
Assets
|
$14,066,247
|
$1,985,751
|
$16,051,998
|
14%
|
|
|
|
|
Property and equipment,
net
|
2,712,577
|
-
|
2,712,577
|
0%
|
|
|
|
|
Other Assets
|
12,729,009
|
-
|
12,729,009
|
0%
|
|
|
|
|
Total
Assets
|
$29,507,833
|
$1,985,751
|
$31,493,584
|
7%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance and
Operating Lease Liability
|
$14,252,491
|
-
|
14,252,491
|
0%
|
|
|
|
|
Other
Liabilities
|
8,287,028
|
-
|
8,287,028
|
0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
stockholders' equity
|
6,968,314
|
1,985,751
|
8,954,065
|
28%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders'
equity
|
$29,507,833
|
$1,985,751
|
$31,493,584
|
7%
|
|
|
|
|
In
addition, the cumulative effect adjustment to the opening
accumulated deficit balance in the statement of stockholders'
equity as of October 1, 2019 increased approximately $2.0 million
from approximately $0.1 million (as reported) to approximately $2.1
million (corrected).
|
Three Months Ending December 31, 2019
|
|
|
|
|
|
As Reported
|
Adjustment
|
Corrected
|
% Impact
|
|
|
|
|
STATEMENT
OF
OPERATIONS
|
|
|
|
|
|
|
|
|
Grant Income
|
$35,506
|
$-
|
$35,506
|
0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
Expenses
|
|
|
|
|
|
|
|
|
Research and
Development
|
4,196,613
|
56,200
|
4,252,813
|
1%
|
|
|
|
|
General and
administrative
|
2,638,896
|
-
|
2,638,896
|
0%
|
|
|
|
|
Total Operating
Expenses
|
6,835,509
|
56,200
|
6,891,709
|
1%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
loss
|
(6,800,003)
|
(56,200)
|
(6,856,203)
|
1%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
expense, net
|
(250,783)
|
-
|
(250,783)
|
0%
|
|
|
|
|
Other profit
and loss items
|
1,575,626
|
-
|
1,575,626
|
0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
$(5,475,160)
|
$(56,200)
|
$(5,531,360)
|
1%
|
|
|
|
|
|
As of March 31, 2020
|
|
|
|
|
BALANCE
SHEET
|
As Reported
|
Adjustment
|
Corrected
|
% Impact
|
|
|
|
|
Finance and Operating ROU
Assets
|
$13,640,703
|
$1,929,551
|
$15,570,254
|
14%
|
|
|
|
|
Prpoperty and equipment,
net
|
3,286,273
|
-
|
3,286,273
|
0%
|
|
|
|
|
Other Assets
|
17,790,250
|
-
|
17,790,250
|
0%
|
|
|
|
|
Total
Assets
|
$34,717,226
|
$1,929,551
|
$36,646,777
|
6%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance and Operating Lease
Liability
|
$14,022,236
|
-
|
14,022,236
|
0%
|
|
|
|
|
Other
Liabilities
|
8,486,481
|
-
|
8,486,481
|
0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
stockholders' equity
|
12,208,509
|
1,929,551
|
14,138,060
|
16%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders' equity
|
$34,717,226
|
$1,929,551
|
$36,646,777
|
6%
|
|
|
|
|
|
Three Months Ending March 31, 2020
|
Six Months Ending March 31, 2020
|
|
As Reported
|
Adjustment
|
Corrected
|
% Impact
|
As Reported
|
Adjustment
|
Corrected
|
% Impact
|
STATEMENT
OF
OPERATIONS
|
|
|
|
|
|
|
|
|
Grant
Income
|
$298,726
|
$-
|
$298,726
|
0%
|
$334,232
|
$-
|
$334,232
|
0%
|
|
|
|
|
|
|
|
|
|
Operating
Expenses
|
|
|
|
|
|
|
|
|
Research and
Development
|
4,402,347
|
56,200
|
4,458,547
|
1%
|
8,598,960
|
112,400
|
8,711,360
|
1%
|
General and
administrative
|
2,558,522
|
-
|
2,558,522
|
0%
|
5,197,418
|
-
|
5,197,418
|
0%
|
Total
Operating Expenses
|
6,960,869
|
56,200
|
7,017,069
|
1%
|
13,796,378
|
112,400
|
13,908,778
|
1%
|
|
|
|
|
|
|
|
|
|
Operating
loss
|
(6,662,143)
|
(56,200)
|
(6,718,343)
|
1%
|
(13,462,146)
|
(112,400)
|
(13,574,546)
|
1%
|
|
|
|
|
|
|
|
|
|
Interest
expense, net
|
(253,407)
|
-
|
(253,407)
|
0%
|
(504,190)
|
-
|
(504,190)
|
0%
|
Other profi
and loss items
|
(2,117,802)
|
-
|
(2,117,802)
|
0%
|
(542,176)
|
-
|
(542,176)
|
0%
|
|
|
|
|
|
|
|
|
|
Net loss
|
$(9,033,352)
|
$(56,200)
|
$(9,089,552)
|
1%
|
$(14,508,512)
|
$(112,400)
|
$(14,620,912)
|
1%
|
|
As of June 30, 2020
|
|
|
|
|
BALANCE
SHEET
|
As Reported
|
Adjustment
|
Corrected
|
% Impact
|
|
|
|
|
Finance and
Operating ROU Assets
|
$13,605,286
|
$1,873,351
|
$15,478,637
|
14%
|
|
|
|
|
Property and
equipment, net
|
3,762,633
|
-
|
3,762,633
|
0%
|
|
|
|
|
Other
Assets
|
24,666,948
|
-
|
24,666,948
|
0%
|
|
|
|
|
Total Assets
|
$42,034,867
|
$1,873,351
|
$43,908,218
|
4%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance and
Operating Lease Liability
|
$14,157,390
|
-
|
14,157,390
|
0%
|
|
|
|
|
Other
Liabilities
|
8,862,537
|
-
|
8,862,537
|
0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
stockholders' equity
|
19,014,940
|
1,873,351
|
20,888,291
|
10%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders' equity
|
$42,034,867
|
$1,873,351
|
$43,908,218
|
4%
|
|
|
|
|
|
Three Months Ending June 30, 2020
|
Nine Months Ending June 30, 2020
|
|
As Reported
|
Adjustment
|
Corrected
|
% Impact
|
As Reported
|
Adjustment
|
Corrected
|
% Impact
|
STATEMENT
OF
OPERATIONS
|
|
|
|
|
|
|
|
|
Grant
Income
|
$195,874
|
$-
|
$195,874
|
0%
|
$530,106
|
$-
|
$530,106
|
0%
|
|
|
|
|
|
|
|
|
|
Operating
Expenses
|
|
|
|
|
|
|
|
|
Research and
Development
|
3,912,870
|
56,200
|
3,969,070
|
1%
|
12,511,830
|
168,600
|
12,680,430
|
1%
|
General and
administrative
|
3,192,403
|
-
|
3,192,403
|
0%
|
8,389,821
|
-
|
8,389,821
|
0%
|
Total
Operating Expenses
|
7,105,273
|
56,200
|
7,161,473
|
1%
|
20,901,651
|
168,600
|
21,070,251
|
1%
|
|
|
|
|
|
|
|
|
|
Operating
loss
|
(6,909,399)
|
(56,200)
|
(6,965,599)
|
1%
|
(20,371,545)
|
(168,600)
|
(20,540,145)
|
1%
|
|
|
|
|
|
|
|
|
|
Interest
expense, net
|
(273,708)
|
-
|
(273,708)
|
0%
|
(777,898)
|
-
|
(777,898)
|
0%
|
Other profit
and loss items
|
(3,037,672)
|
-
|
(3,037,672)
|
0%
|
(3,579,848)
|
-
|
(3,579,848)
|
0%
|
|
|
|
|
|
|
|
|
|
Net loss
|
$(10,220,779)
|
$(56,200)
|
$(10,276,979)
|
1%
|
$(24,729,291)
|
$(168,600)
|
$(24,897,891)
|
1%
|
Management has
determined that, as a result of the errors described above,
management's previous conclusions regarding the effectiveness of
the Company's disclosure controls and procedures as of December 31,
2019, March 31, 2020, and June 30, 2020 need to be modified. The
Company will provide management's modified conclusions in the
restated interim financial statements.
The
Company's Audit Committee has discussed with BDO USA LLP, the
Company’s independent registered public accounting firm, the
matters disclosed in this 8-K report.
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.
|
CEL-SCI CORPORATION
|
|
|
|
|
|
Date:
December 29, 2020
|
By:
|
/s/ Geert
Kersten
|
|
|
|
Geert
Kersten
|
|
|
|
Chief
Executive Officer
|
|
Cel Sci (AMEX:CVM)
Historical Stock Chart
From Aug 2024 to Sep 2024
Cel Sci (AMEX:CVM)
Historical Stock Chart
From Sep 2023 to Sep 2024