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):  June 28, 2021  

CEL-SCI CORPORATION

(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, 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)

 

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 (17 CFR 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 1.01 Entry into a Material Definitive Agreement.

 

On June 8, 2021, the Company entered into an Amended and Restated Underwriting Agreement with Kingswood Capital Markets, division of Benchmark Investments, LLC, as representative of the underwriters identified therein, pursuant to which the Company agreed to issue and sell 1,400,000 shares of common stock at a public offering price of $22.62 per share. Under the terms of the Amended and Restated Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to an additional 210,000 shares of common stock solely to cover over-allotments.

 

On June 23, 2021, the Underwriters exercised their over-allotment option to purchase 210,000 additional shares of common stock. The Offering of the 210,000 shares sold as a result of the exercise of the Underwriter’s over-allotment option closed on June 28, 2021. The net proceeds to the Company from the sale of the shares was approximately $4.4 million, after deducting the underwriting discount.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit No.

 

Description

5

 

Opinion of Hart & Hart, LLC

23

 

Consent of Hart & Hart, LLC

 

 
2

 

 

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:  June 28, 2021 By: /s/ Geert Kersten

 

 

Geert Kersten  
    Chief Executive Officer  

 

 
3

 

Cel Sci (AMEX:CVM)
Historical Stock Chart
From Sep 2021 to Oct 2021 Click Here for more Cel Sci Charts.
Cel Sci (AMEX:CVM)
Historical Stock Chart
From Oct 2020 to Oct 2021 Click Here for more Cel Sci Charts.