Current Report Filing (8-k)
October 15 2019 - 6:56AM
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): October 15,
2019
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)
|
( 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 8.01. Other Events.
The
Company’s current Amended and Restated Articles of
Incorporation and Bylaws are filed as exhibits to this
report.
The
Amended and Restated Articles of Incorporation were filed with the
SEC on May 10, 2013 with the Company’s definitive proxy
statement on Schedule 14A relating to the Company’s June 25,
2013 Annual Meeting of Shareholders, at which the Amended and
Restated Articles of Incorporation were approved by the
Company’s shareholders.
The
current Bylaws were approved by the Company’s Board of
Directors and filed with the SEC on February 18, 2015 as an exhibit
to the Company’s current report on Form 8-K dated February
18, 2015. On March 16, 2015, the Company’s Board of Directors
amended the Bylaws, and the amendment to the Bylaws was filed with
the SEC on March 18, 2015 as an exhibit to the Company’s
current report on Form 8-K dated March 16, 2015.
Also
filed as exhibits to this report are the Company’s 2019
Non-Qualified Stock Option Plan and 2019 Stock Compensation Plan
(the “Plans”), which were filed with the SEC on March
28, 2019 as additional definitive proxy soliciting materials on
Schedule 14A. The Plans were approved by the Company’s
shareholders at the Company’s May 20, 2019 Annual Meeting of
Shareholders.
Item 9.01. Financial Statements and Exhibits.
Exhibit
Number
|
Description
|
|
Amended and
Restated Articles of Incorporation
|
|
Bylaws
|
|
2019 Non-Qualified
Stock Option Plan
|
|
2019 Stock
Compensation Plan
|
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:
October
15, 2019
|
By:
|
/s/ Patricia B.
Prichep
|
|
|
|
Patricia B.
Prichep
|
|
|
|
Senior Vice
President of Operations
|
|
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