File # 333-229295
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM S-1
POST-EFFECTIVE AMENDMENT NO. 1
Registration
Statement Under
THE
SECURITIES ACT OF 1933
CEL-SCI CORPORATION
(Exact
name of registrant as specified in charter)
Colorado
|
(State
or other jurisdiction of incorporation)
|
84-0916344
|
|
8229
Boone Blvd. #802
Vienna,
Virginia 22182
(703)
506-9460
|
(IRS
Employer I.D. Number)
|
|
(Address,
including zip code, and telephone number including area of
principal executive offices)
|
Geert
Kersten
8229
Boone Blvd. #802
Vienna,
Virginia 22182
(703)
506-9460
|
(Name
and address, including zip code, and telephone
number, including area code, of agent for
service)
|
Copies of all communications, including all communications
sent
to the agent for service, should be sent to:
William T. Hart, Esq.
Hart & Hart
1624 Washington Street
Denver, Colorado 80203
(303) 839-0061
As soon as practicable after the effective date of this
Registration Statement
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE
PUBLIC:
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933 check the following box:
☒
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
☐
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
☐
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company, or an emerging growth company. See the
definitions of “large accelerated filer,”
“accelerated filer”, “smaller reporting
company” and “emerging growth company” in Rule
12b-2 of the Exchange Act.
Large
accelerated filer
|
☐
|
Accelerated
filer
|
☒
|
Non-accelerated
filer
|
☐
|
Smaller
reporting company
|
☒
|
Emerging
growth company
|
☐
|
|
|
If an
emerging growth company, indicate by checkmark 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.
☐
CALCULATION OF REGISTRATION FEE
Title of each
Class of Securities to be Registered
|
Securities to be
Registered
|
Maximum Offering
Price Per Share
|
Proposed Maximum
Aggregate Offering Price
|
Amount of
Registration Fee
|
Common stock
offered by selling shareholders
|
2,870,408
|
$2.84
|
$8,151,959
|
$1,058
|
The
registrant hereby amends this Registration statement on such
date or dates as may be necessary to delay its effective date until
the registrant shall file a further amendment which specifically
states that this Registration Statement
shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of l933 or until
the Registration Statement shall become effective on
such date as the Commission, acting pursuant to said Section
8(a), may determine.
EXPLANATORY NOTE
By
means of this Registration Statement a number of our warrant
holders are offering to sell shares of our common stock which are
issuable upon the exercise of our outstanding warrants.
The warrants were issued at various dates between
February 2016 and July 2018. The shares issuable upon the exercise
of the warrants were previously registered by means of a
registration statement, of which this prospectus is a part,
filed with the Securities and Exchange Commission (File #
333-229295). However this prospectus could not be used until it was
updated with the Company’s September 30, 2019 and December
31, 2019 financial statements, which are incorporated by reference,
and the Post-Effective Amendment to registration statement #
333-229295, of which this prospectus is a part, is declared
effective by the Securities and Exchange Commission.
PROSPECTUS
CEL-SCI CORPORATION
Common Stock
By
means of this prospectus a number of our warrant holders are
offering to sell up to 2,870,408 shares of our common stock which
are issuable upon the exercise of our outstanding
warrants.
The warrants were issued at various dates between
February 2016 and July 2018. The shares issuable upon the exercise
of the warrants were previously registered by means of a
registration statement, of which this prospectus is a part, filed
with the Securities and Exchange Commission (File # 333-229295).
However this prospectus could not be used until it was updated with
the Company’s September 30, 2019 and December 31, 2019
financial statements, which are incorporated by reference, and the
Post-Effective Amendment to registration statement # 333-229295, of
which this prospectus is a part, is declared effective by the
Securities and Exchange Commission.
The
warrant holders are sometimes referred to in this prospectus as the
“selling shareholders”.
Although
we will receive proceeds if any of the warrants are exercised, we
will not receive any proceeds from the sale of the common stock by
the selling stockholders. We will pay for the expenses of this
offering which are estimated to be $30,000.
Our
common stock is traded on the NYSE American under the symbol CVM.
On February 14, 2020 the closing price for our common stock was
$14.22.
Neither
the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or
passed upon the accuracy or adequacy of this prospectus. Any
representation to the contrary is a criminal offense.
THESE SECURITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK.
FOR A DESCRIPTION OF CERTAIN IMPORTANT FACTORS THAT SHOULD BE
CONSIDERED BY PROSPECTIVE INVESTORS, SEE "RISK FACTORS" BEGINNING
ON PAGE 13 OF OUR 2019 ANNUAL REPORT ON FORM 10-K/A WHICH IS
INCORPORATED BY REFERENCE.
The date of this prospectus is February __, 2020
PROSPECTUS SUMMARY
This summary highlights certain information about us, this offering
and information appearing elsewhere in this prospectus and in the
documents we incorporate by reference. This summary is not complete
and does not contain all of the information that you should
consider before investing in our securities. To fully understand
this offering and its consequences to you should read this entire
prospectus carefully, including the documents incorporated by
reference, in this prospectus before making an investment
decision.
Our Company
We
are dedicated to research and development directed at improving the
treatment of cancer and other diseases by using the immune system,
the body’s natural defense system. We are currently focused
on the development of the following product candidates and
technologies:
1)
Multikine® (Leukocyte Interleukin,
Injection), or Multikine, an investigational immunotherapy under development for the potential
treatment of certain head and neck cancers;
2)
L.E.A.P.S. (Ligand Epitope Antigen
Presentation System) technology, or LEAPS, with two investigational
therapies, LEAPS-H1N1-DC, a product candidate under development for
the potential treatment of pandemic influenza in hospitalized
patients, and CEL-2000 and CEL-4000, vaccine product candidates
under development for the potential
treatment of rheumatoid arthritis.
We were formed as a Colorado corporation in 1983. Our principal
office is located at 8229 Boone Boulevard, Suite 802, Vienna,
Virginia 22182. Our telephone number is 703-506-9460 and our web
site is www.cel-sci.com.
Except for the information incorporated by
reference, the information
contained in, and that which can be accessed through, our website
is not incorporated into and does not form a part of this
prospectus.
Our
common stock is publicly traded on the NYSE American under the
symbol “CVM”. The high and low closing prices of our
common stock, as reported by the NYSE American, during the three
months ended December 31, 2019 were $9.74 and $6.00,
respectively.
As
of February 14, 2020 we had 36,427,365 outstanding shares of common
stock. This number
excludes 11,534,253 shares that may be issued upon
the exercise of outstanding warrants and options with a weighted
average exercise price of $6.72 per share.
Recent Developments
The
Independent Data Monitoring Committee (IDMC) for our Phase 3
clinical trial of Multikine announced on October 14, 2019 that it
has completed its most recent review of the Phase 3 study data,
which it performs periodically at regular intervals as required by
our study protocol. The data from all 928 enrolled patients were
provided to the IDMC by the clinical research organization (CRO)
responsible for data management of this Phase 3 study.
The
IDMC recommended that we continue the trial until the appropriate
number of events have occurred.
IDMCs
are committees commonly used by sponsors of clinical trials to
protect the interests of the patients and the integrity of the
study data in ongoing trials, especially when the trials involve
patients with life threatening diseases, and when, as in cancer
clinical trials, they extend over long periods of time. The
continuation of our Phase 3 trial could be the result of factors
other than Multikine and may not be indicative of a potential
positive outcome for the trial.
The Offering
By
means of this prospectus, a number of our warrant holders are
offering to sell up to 2,870,408 shares of our common stock which
are issuable upon the exercise of our outstanding
warrants.
The
purchase of the securities offered by this prospectus involves a
high degree of risk. Risk factors include our history of losses and
our need for additional capital.
INCORPORATION OF DOCUMENTS BY REFERENCE
We
incorporate by reference the filed documents listed below, except
as superseded, supplemented or modified by this prospectus and any
future filings we will make with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act:
●
our Annual
Report on Form 10-K/A for the fiscal year ended September 30,
2019;
●
our
Quarterly Report on Form 10-Q for the period ended December 31,
2019;
●
our
Current Reports on Form 8-K filed with the SEC on October 15,
2019;
●
our
Current Report on Form 8-K filed with the SEC on December 23,
2019;
●
our Current Report on Form 8-K filed with the SEC
on December 26, 2019;
●
our Current Report on Form 8-K filed with the SEC
on February 20, 2020;
The
documents incorporated by reference contain important information
concerning:
●
Risk
Factors relating to an investment in our securities;
●
our
Management and matters relating to Corporate
Governance;
●
our
Principal Shareholders; and
●
our
Financial Statements and our
Management’s Discussion of our Results of Operations and our
Financial Conditions;
We
will provide, without charge, to each person to whom a copy of this
prospectus is delivered, including any beneficial owner, upon the
written or oral request of such person, a copy of any or all of the
documents incorporated by reference above, including exhibits.
Requests should be directed to:
CEL-SCI Corporation
8229 Boone Blvd., #802
Vienna, Virginia 22182
(703) 506-9460
The
documents incorporated by reference may be accessed at our
website: www.cel-sci.com.
FORWARD-LOOKING STATEMENTS
This
prospectus and the documents that are incorporated by reference
into this prospectus contain or incorporate by reference
“forward-looking statements” within the meaning of the
Private Securities Litigation Reform Act of 1995, Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. You can generally
identify these forward-looking statements by forward-looking words
such as “anticipates,” “believes,”
“expects,” “intends,” “future,”
“could,” “estimates,” “plans,”
“would,” “should,” “potential,”
“continues” and similar words or expressions (as well
as other words or expressions referencing future events, conditions
or circumstances). These forward-looking statements involve risks,
uncertainties and other important factors that may cause our actual
results, performance or achievements to be materially different
from any future results, performance or achievements expressed or
implied by such forward-looking statements, including, but not
limited to:
●
the
progress and timing of, and the amount of expenses associated with,
our research, development and commercialization activities for our
product candidates, including Multikine;
●
our
expectations regarding the timing, costs and outcome of any pending
or future litigation matters, lawsuits or arbitration
proceeding;
●
the
success of our clinical studies for our product
candidates;
●
our
ability to obtain U.S. and foreign regulatory approval for our
product candidates and the ability of our product candidates to
meet existing or future regulatory standards;
●
our
expectations regarding federal, state and foreign regulatory
requirements;
●
the
therapeutic benefits and effectiveness of our product
candidates;
●
the
safety profile and related adverse events of our product
candidates;
●
our
ability to manufacture sufficient amounts of Multikine or our other
product candidates for use in our clinical studies or, if approved,
for commercialization activities following such regulatory
approvals;
●
our
plans with respect to collaborations and licenses related to the
development, manufacture or sale of our product
candidates;
●
our
expectations as to future financial performance, expense levels and
liquidity sources;
●
our
ability to compete with other companies that are or may be
developing or selling products that are competitive with our
product candidates;
●
anticipated
trends and challenges in our potential markets;
●
our
ability to attract, retain and motivate key personnel;
●
our
ability to continue as a going concern; and
All
forward-looking statements are expressly qualified in their
entirety by this cautionary statement. The forward-looking
statements contained in this prospectus and any document
incorporated reference in this prospectus, speak only as of their
respective dates. Except to the extent required by applicable laws
and regulations, we undertake no obligation to update these
forward-looking statements to reflect new information, events or
circumstances after the date of this prospectus or to reflect the
occurrence of unanticipated events. In light of these risks and
uncertainties, the forward-looking events and circumstances
described in this prospectus and the documents that are
incorporated by reference into this prospectus may not occur and
actual results could differ materially from those anticipated or
implied in such forward-looking statements. Accordingly, you are
cautioned not to place undue reliance on these forward-looking
statements.
DILUTION
As
of December 31, 2019, we had a net tangible book value of $0.18 per
share. An investor purchasing shares in this offering will suffer
dilution equal in amount to the difference between the price paid
for the shares and our net tangible book value at the time of
purchase.
DESCRIPTION OF COMMON STOCK
We
are authorized to issue 600,000,000 shares of common stock. Holders
of our common stock are each entitled to cast one vote for each
share held of record on all matters presented to the shareholders.
Cumulative voting is not allowed; hence, the holders of a majority
of our outstanding common shares can elect all
directors.
Holders
of our common stock are entitled to receive such dividends as may
be declared by our Board of Directors out of funds legally
available and, in the event of liquidation, to share pro rata in
any distribution of our assets after payment of liabilities. Our
Board of Directors is not obligated to declare a dividend. It is
not anticipated that dividends will be paid in the foreseeable
future.
Holders
of our common stock do not have preemptive rights to subscribe to
additional shares if issued. There are no conversion, redemption,
sinking fund or similar provisions regarding the common stock. All
outstanding shares of common stock are fully paid and
non-assessable.
Article
X of our bylaws provides that stockholder claims brought against
us, or our officers or directors, including any derivative claim or
claim purportedly filed on our behalf, must be brought in the U.S.
District Court for the district of Delaware and that with respect
to any such claim, the laws of Delaware will apply.
Although it is our
intent that this provision applies to actions arising under the
Securities Act of 1933 and the Securities Exchange Act of 1934
there is uncertainty as to whether a court would enforce this
provision since Section 22 of the Securities Act creates concurrent
jurisdiction for federal and state courts over all suits brought to
enforce any duty or liability created by the Securities Act or the
rules and regulations under the Securities Act.
In
addition, since this provision in our bylaws applies to state law
claims the U.S. District Court for the District of Delaware may not
have jurisdiction over some state law claims in which case the U.S.
District Court would not enforce this provision.
SELLING SHAREHOLDERS
A number of our warrant holders are offering to
sell up to 2,870,408 shares of our common stock which are issuable
upon the exercise of our outstanding warrants. The warrants were
issued at various dates between February 2016 and July 2018.
The warrants were issued at various dates between February 2016 and
July 2018. The shares issuable upon the exercise of the warrants
were previously registered by means of a registration statement, of
which this prospectus is a part, filed with the Securities and
Exchange Commission (File # 333-229295). However this prospectus
could not be used until it was updated with the Company’s
September 30, 2019 and December 31, 2019 financial statements,
which are incorporated by reference, and the Post-Effective
Amendment to registration statement # 333-229295, of which this
prospectus is a part, is declared effective by the Securities and
Exchange Commission.
The
warrant holders are sometimes referred to in this prospectus as the
“selling shareholders”.
We
will not receive any proceeds from the sale of the securities by
the selling shareholders. We will pay all costs of registering the
securities offered by the selling shareholders. These costs, based
upon the time related to preparing this section of the prospectus,
are estimated to be $2,000. The selling shareholders will pay all
sales commissions and other costs of the sale of their
shares.
The
selling shareholders are listed below.
Name of Selling Shareholder
|
|
Warrant Series
|
Shares issuable upon exercise of warrants
|
Shares to be sold in this offering
|
Share ownership after offering
|
Dirk
Oldenburg
|
-
|
Series
Y
|
26,000
|
26,000
|
-
|
WFVII
LP
|
-
|
Series
HH
|
2,582
|
2,582
|
-
|
Charles
Worthman
|
-
|
Series
HH
|
200
|
200
|
-
|
WFVII
LP
|
-
|
Series
JJ
|
9,450
|
9,450
|
-
|
Harald
Wengust
|
-
|
Series
MM
|
35,503
|
35,503
|
-
|
Christian
Schleuning
|
-
|
Series
MM
|
59,172
|
59,172
|
-
|
Dirk
Oldenburg
|
-
|
Series
MM
|
145,858
|
145,858
|
-
|
The
Edward L. Cohen 2012 Descendants Trust
|
-
|
Series
MM
|
118,343
|
118,343
|
-
|
Tom
Ulie
|
-
|
Series
MM
|
147,929
|
147,929
|
-
|
Geert
Kersten
|
1,114,538
|
Series
MM
|
297,929
|
297,929
|
1,114,538
|
Angela
Brandenburg
|
-
|
Series
MM
|
88,757
|
88,757
|
-
|
Dirk
Oldenburg
|
-
|
Series
NN
|
502
|
502
|
-
|
de
Clara Trust
|
321,421
|
Series
NN
|
109,170
|
109,170
|
321,421
|
J.A.
Wampler
|
-
|
Series
NN
|
43,668
|
43,668
|
-
|
Christian
Schleuning
|
-
|
Series
NN
|
26,201
|
26,201
|
-
|
Heinz
Matthies
|
-
|
Series
NN
|
32,751
|
32,751
|
-
|
Allen
H. Van Dyke
|
-
|
Series
NN
|
10,917
|
10,917
|
-
|
The
Edward L. Cohen 2012 Descendants Trust
|
-
|
Series
NN
|
21,834
|
21,834
|
-
|
Tom
Ulie
|
-
|
Series
NN
|
43,668
|
43,668
|
-
|
Patricia
B.Prichep
|
203,428
|
Series
NN
|
10,917
|
10,917
|
203,428
|
Geert
Kersten
|
-
|
Series
NN
|
65,000
|
65,000
|
-
|
Angela
Brandenburg
|
-
|
Series
NN
|
65,502
|
65,502
|
-
|
Jurgen
Benker
|
-
|
Series
OO
|
20,000
|
20,000
|
-
|
Dirk
Oldenburg
|
-
|
Series
RR
|
1,430
|
1,430
|
-
|
Angela
Brandenburg
|
-
|
Series
RR
|
38,037
|
38,037
|
-
|
Geert
Kersten
|
-
|
Series
RR
|
173,965
|
173,965
|
-
|
de
Clara Trust
|
-
|
Series
RR
|
54,585
|
54,585
|
-
|
The
Edward L. Cohen 2012 Descendants Trust
|
-
|
Series
RR
|
70,089
|
70,089
|
-
|
Tom
Ulie
|
-
|
Series
RR
|
95,799
|
95,799
|
-
|
Patricia
B.Prichep
|
-
|
Series
RR
|
5,459
|
5,459
|
-
|
Harald
Wengust
|
-
|
Series
RR
|
17,752
|
17,752
|
-
|
Christian
Schleuning
|
-
|
Series
SS
|
13,158
|
13,158
|
-
|
Dirk
Oldenburg
|
-
|
Series
SS
|
26,316
|
26,316
|
-
|
J.A.
Wampler
|
-
|
Series
SS
|
26,316
|
26,316
|
-
|
Andreas
Moosmayer
|
-
|
Series
SS
|
19,100
|
19,100
|
-
|
Claudia
Kuen
|
-
|
Series
SS
|
1,700
|
1,700
|
-
|
Michael
Lucci Jr.
|
-
|
Series
SS
|
39,474
|
39,474
|
-
|
Lance
S. Gad
|
-
|
Series
SS
|
200,000
|
200,000
|
-
|
The
Edward L. Cohen 2012 Descendants Trust
|
-
|
Series
SS
|
26,316
|
26,316
|
-
|
Angela
Brandenburg
|
-
|
Series
SS
|
52,632
|
52,632
|
-
|
James
E. Besser
|
-
|
Series
SS
|
10,000
|
10,000
|
-
|
Dirk
Oldenburg
|
-
|
Series
TT
|
80,214
|
80,214
|
-
|
MAZ
Partners LP
|
-
|
Series
TT
|
40,107
|
40,107
|
-
|
The
Edward L. Cohen 2012 Descendants Trust
|
-
|
Series
TT
|
20,054
|
20,054
|
-
|
Angela
Brandenburg
|
-
|
Series
TT
|
40,107
|
40,107
|
-
|
Tom
Ulie
|
-
|
Series
TT
|
100,268
|
100,268
|
-
|
RBC
Dominion Securities Inc. ITF Alfred G. Wirth
|
-
|
Series
TT
|
20,000
|
20,000
|
-
|
Duncree
Holdings Inc.
|
-
|
Series
TT
|
80,214
|
80,214
|
-
|
National
Bank Financial Inc.
|
-
|
Series
TT
|
600
|
600
|
-
|
Howard
Jonas
|
-
|
Series
TT
|
20,053
|
20,053
|
-
|
de
Clara Trust
|
-
|
Series
UU
|
21,834
|
21,834
|
-
|
Tom
Ulie
|
-
|
Series
UU
|
38,319
|
38,319
|
-
|
Patricia
B.Prichep
|
-
|
Series
UU
|
2,183
|
2,183
|
-
|
Geert
Kersten
|
-
|
Series
UU
|
69,586
|
69,586
|
-
|
Angela
Brandenburg
|
-
|
Series
UU
|
15,787
|
15,787
|
-
|
Harald
Wengust
|
-
|
Series
UU
|
7,101
|
7,101
|
-
|
Bigger
Capital Fund, LP
|
-
|
Series
VV
|
60,000
|
60,000
|
-
|
TOTAL
|
|
|
2,870,408
|
2,870,408
|
|
The
controlling persons of the non-individual selling shareholders
are:
Name of Shareholder
|
|
Controlling Person
|
WFVII LP
|
|
Jonathan Blumberg
|
The Edward L. Cohen 2012 Descendants Trust
|
|
Debra Lerner Cohen and Jeffrey B. Stern
|
de Clara Trust
|
|
Ralf Brandenburg
|
MAZ
Partners LP
|
|
Walter
Schenker
|
RBC Dominion Securities/ITF Alfred G. Wirth
|
|
Alfred
Wirth
|
Duncree Holdings Inc.
|
|
Timothy
Price
|
National Bank Financial Inc.
|
|
Charles
Marleau
|
Bigger Capital Fund, LP
|
|
Michael
Bigger
|
The
terms of the warrants listed above are shown below:
Series
|
|
Expiration
Date
|
|
|
|
Y
|
$12.00
|
2/15/2021
|
HH
|
$3.125
|
2/16/2022
|
JJ
|
$3.125
|
3/8/2022
|
MM
|
$1.86
|
6/22/2022
|
NN
|
$2.52
|
7/24/2022
|
OO
|
$2.52
|
7/31/2022
|
RR
|
$1.65
|
10/30/2022
|
SS
|
$2.09
|
12/18/2022
|
TT
|
$2.24
|
2/5/2023
|
UU
|
$2.80
|
6/11/2020
|
VV
|
$1.75
|
1/2/2024
|
Geert
Kersten, our Chief Executive Officer, a trust in which Geert
Kersten holds a beneficial interest, and Patricia Prichep, our
Senior Vice President of Operations, are among the selling
shareholders. No other selling shareholder has, or had, any
material relationship with us or our officers or
directors.
A
holder of the Series HH warrants is affiliated with H.C. Wainright
& CO., a securities broker. To our knowledge, no other selling
shareholder is affiliated with a securities broker.
The
shares of common stock may be sold by the selling shareholders by
one or more of the following methods, without
limitation:
●
a
block trade in which a broker or dealer so engaged will attempt to
sell the securities as agent but may position and resell a portion
of the block as principal to facilitate the
transaction;
●
purchases
by a broker or dealer as principal and resale by such broker or
dealer for its account pursuant to this prospectus;
●
ordinary
brokerage transactions and transactions in which the broker
solicits purchasers; and
●
face-to-face
transactions between sellers and purchasers without a
broker/dealer.
In
completing sales, brokers or dealers engaged by the selling
shareholders may arrange for other brokers or dealers to
participate. Brokers or dealers may receive commissions or
discounts from the selling shareholders in amounts to be
negotiated. As to any particular broker-dealer, this compensation
might be in excess of customary commissions. Neither we nor the
selling shareholders can presently estimate the amount of such
compensation. Notwithstanding the above, no FINRA member will
charge commissions that exceed 8% of the total proceeds from the
sale.
The
selling shareholders and any broker/dealers who act in connection
with the sale of its securities may be deemed to be "underwriters"
within the meaning of §2(11) of the Securities Acts of 1933,
and any commissions received by them and any profit on any resale
of the securities as principal might be deemed to be underwriting
discounts and commissions under the Securities Act.
If
the selling shareholder enters into an agreement to sell its
securities to a broker-dealer as principal, and the broker-dealer
is acting as an underwriter, we will file a post-effective
amendment to the registration statement, of which this prospectus
is a part, identifying the broker-dealer, providing required
information concerning the plan of distribution, and otherwise
revising the disclosures in this prospectus as needed. We will also
file the agreement between the selling shareholder and the
broker-dealer as an exhibit to the post-effective amendment to the
registration statement.
The
selling shareholders may also sell their shares pursuant to Rule
144 under the Securities Act of 1933.
We
have advised the selling shareholders that they, and any securities
broker/dealers or others who sell the common stock on behalf of the
selling shareholders, may be deemed to be statutory underwriters
and will be subject to the prospectus delivery requirements under
the Securities Act of 1933. We have also advised the selling
shareholders that, in the event of a "distribution" of the
securities owned by the selling shareholders, the selling
shareholders, any "affiliated purchasers", and any broker/dealer or
other person who participates in the distribution may be subject to
Rule 102 of Regulation M under the Securities Exchange Act of 1934
("1934 Act") until their participation in that distribution is
completed. Rule 102 makes it unlawful for any person who is
participating in a distribution to bid for or purchase securities
of the same class as is the subject of the distribution. A
"distribution" is defined in Rule 102 as an offering of securities
"that is distinguished from ordinary trading transactions by the
magnitude of the offering and the presence of special selling
efforts and selling methods". We have also advised the selling
shareholders that Rule 101 of Regulation M under the 1934 Act
prohibits any "stabilizing bid" or "stabilizing purchase" for the
purpose of pegging, fixing or stabilizing the price of our common
stock in connection with this offering.
AVAILABLE INFORMATION
We
have filed with the Securities and Exchange Commission a
Registration Statement on Form S-1 (together with all amendments
and exhibits) under the Securities Act of 1933, as amended, with
respect to the securities offered by this prospectus. This
prospectus does not contain all of the information in the
Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Securities and
Exchange Commission. For further information, reference is made to
the Registration Statement which may be read and copied at the
Commission’s Public Reference Room.
We
are subject to the requirements of the Securities Exchange Act of
l934 and are required to file reports and other information with
the Securities and Exchange Commission. Copies of any such reports
and other information (which includes our financial statements)
filed by us can be read and copied at the Commission's Public
Reference Room.
The
public may obtain information on the operation of the Public
Reference Room by calling the Commission at 1-800-SEC-0330. The
Public Reference Room is located at 100 F. Street, N.E.,
Washington, D.C. 20549.
Our
Registration Statement and all reports and other information we
file with the Securities and Exchange Commission are available at
www.sec.gov, the website of the Securities and Exchange
Commission.
TABLE OF CONTENTS
|
Page
|
PROSPECTUS SUMMARY
|
1
|
INCORPORATION OF DOCUMENTS BY REFERENCE
|
2
|
FORWARD
LOOKING STATEMENTS
|
3
|
DILUTION
|
4
|
DESCRIPTION
OF COMMON STOCK
|
4
|
SELLING
SHAREHOLDERS
|
4
|
AVAILABLE
INFORMATION
|
7
|
No
dealer, salesperson or other person has been authorized to give any
information or to make any representation not contained in this
prospectus, and if given or made, such information or
representations must not be relied upon as having been authorized
by CEL-SCI Corporation. This prospectus does not constitute an
offer to sell, or a solicitation of an offer to buy, any of the
securities offered in any jurisdiction to any person to whom it is
unlawful to make an offer by means of this prospectus.
PART II
Information Not Required in Prospectus
Item 13.
Other Expenses of Issuance and
Distribution.
The
following table shows the costs and expenses payable by the Company
in connection with this registration statement.
SEC
Filing Fee
|
$2,926
|
Legal
Fees and Expenses
|
12,500
|
Accounting
Fees and Expenses
|
15,000
|
Miscellaneous
Expenses
|
-
|
TOTAL
|
$30,426
|
All
expenses other than the SEC filing fee are estimated.
Item 14.
Indemnification of Officers and Directors
The
Colorado Business Corporation Act provides that the Company may
indemnify any and all of its officers, directors, employees or
agents or former officers, directors, employees or agents, against
expenses actually and necessarily incurred by them, in connection
with the defense of any legal proceeding or threatened legal
proceeding, except as to matters in which such persons shall be
determined to not have acted in good faith and in the
Company’s best interest.
Item 15.
Recent Sales of Unregistered Securities.
|
|
Note Reference
|
Between October 17, 2016 and February 14, 2020, the Company issued
650,049 shares of its common stock to a number of persons in
consideration of investor relations services. The 650,049 shares
were valued at approximately $2,145,000.
|
|
A, C
|
|
|
|
On February 15, 2016 the Company sold 52,000 shares of common stock
and 26,000 warrants to a private investor for
$624,000.
|
|
A, C
|
|
|
|
Between
January 2017 and August 2017, the Company issued warrants to
persons who purchased registered shares of the Company’s
common stock; and the placement agent for these
financings.
|
|
|
|
|
|
The warrants (Series GG through LL and Series OO through QQ)
collectively allow the holders to purchase up to 3,369,868 shares
of the Company’s common stock at prices between $3.594 and
$2.30 per share. The warrants expire on various dates between
February 2022 and February 2023.
|
|
A, B
(as to Series GG
and HH
Warrants)
|
|
|
|
On June 22, 2017 the Company sold convertible notes in the
principal amount of $1,510,000 to six private investors. The notes
bear interest at 4% per year and are due and payable on December
22, 2017. At the option of the note holders, the notes can be
converted into shares of the Company’s common stock at a
conversion rate of $1.69. The purchasers of the convertible notes
also received warrants (Series MM) which entitle the purchasers to
acquire up to 893,491 shares of the Company’s common stock.
The warrants are exercisable at a price of $1.86 per share and
expire on June 22, 2022.
|
|
B, C
|
|
|
|
On July 24, 2017 the Company sold convertible notes in the
principal amount of $1,235,000 to twelve private investors. The
notes bear interest at 4% per year and are due and payable on
December 22, 2017. At the option of the note holders, the notes can
be converted into shares of the Company’s common stock at a
conversion rate of $2.29. The purchasers of the convertible notes
also received warrants (Series NN) which entitle the purchasers to
acquire up to 539,300 shares of the Company’s common stock.
The warrants are exercisable at a price of $2.52 per share and
expire on July 24, 2022.
|
|
A, C
|
On
July 26, 2017, the Company sold 100,000 shares of its common stock
to an accredited investor at a price of $2.29 per share in a
registered offering. The Company also issued to the investor in
this offering warrants (Series OO) to purchase 60,000 shares of the
Company’s common stock. The warrants can be exercised at a
price of $2.52 per share at any time on or after January 31, 2018
and on or before July 31, 2022.
|
|
A
|
|
|
|
As of August 18, 2017 the Company was indebted to Ergomed, plc for
services provided by Ergomed in connection with the Company’s
Phase III clinical trials. On August 18, 2017 the Company issued
Ergomed 480,000 shares of its common stock in partial payment of
the amount the Company owed Ergomed.
|
|
A, C
|
|
|
|
On
August 22, 2017, the Company sold 1,750,000 registered shares of
common stock and warrants (Series PP) to purchase 1,750,000
unregistered shares of the Company’s common stock at a
combined offering price of $2.00 per share and warrant. The Series
PP warrants have an exercise price of $2.30 per share, are
exercisable on February 28, 2018 and expire on February 28, 2023.
In addition, the Company issued warrants (Series QQ) to purchase
87,500 shares of unregistered common stock to the placement agent
for this financing. The Series QQ warrants have an exercise price
of $2.50, are exercisable on February 22, 2018 and expire on August
22, 2022.
|
|
A
|
|
|
|
On November 2, 2017 holders of convertible notes in the principal
amount of $1,059,300 sold in June 2017 and holders of convertible
notes in the principal amount of $1,235,000 sold in July 2017
agreed to extend the maturity date of these notes to September 21,
2018. In consideration for the extension of the maturity date of
the convertible notes, the Company issued a total of 583,057 Series
RR warrants to the convertible note holders that agreed to the
extension. Each Series RR warrant entitles the holder to purchase
one share of the Company's common stock. The Series RR warrants may
be exercised at any time on or before October 30, 2022 at an
exercise price of $1.65 per share.
|
|
A,C
|
|
|
|
On
December 19, 2017 the Company sold 1,289,478 shares of common stock
for $2,450,000 to 19 private investors. The purchasers of the
common stock also received warrants (Series SS) which entitle the
purchasers to acquire up to 1,289,478 shares of the Company’s
common stock. The warrants are exercisable at a price of $2.09 per
share and expire on December 18, 2022.
|
|
A, C
|
|
|
|
As of December 31, 2017 the Company was indebted to Ergomed,
plc for services provided by Ergomed in connection with the
Company’s Phase III clinical trials. On January 1, 2018 the
Company issued Ergomed 660,000 shares of its common stock in
partial payment of the amount the Company owed
Ergomed.
|
|
A, C
|
|
|
|
On
February 5, 2018 the Company sold 2,501,145 shares of common stock
for $4,677,140 to 20 private investors. The purchasers of the
common stock also received warrants (Series TT) which entitle the
purchasers to acquire up to 1,875,860 shares of the Company’s
common stock. The Series TT warrants have an exercise price of
$2.24, are exercisable on August 6, 2018 and expire on February 5,
2023.
|
|
A, C
|
|
|
|
As of May 15, 2018 the Company was indebted to Ergomed, plc for
services provided by Ergomed in connection with the Company’s
Phase III clinical trials. On May 16, 2018 the Company issued
Ergomed 600,000 shares of its common stock in partial payment of
the amount the Company owed Ergomed.
|
|
A, C
|
|
|
|
On June 11, 2018 holders of notes in the principal amount of
$1,860,000 converted their notes into 937,804 shares of the
Company’s common stock. The Company issued 28,825 shares of
its common stock for $80,710 in accrued but unpaid interest on the
notes.
|
|
A, C
|
On July 2, 2018, the Company sold 3,900,000 shares of its common
stock for aggregate gross proceeds of $5,070,000, or $1.30 per
share, in a registered direct offering. In a concurrent private
placement, the Company issued warrants (Series VV) to purchase
3,900,000 shares of CEL-SCI’s common stock. The warrants can
be exercised at a price of $1.75 per share, commencing six months
after the date of issuance and ending five and a half years after
the date of issuance. In addition, the Company issue
warrants to purchase up to 195,000 shares of CEL-SCI’s common
stock to the Placement Agent (Series WW). The Series WW warrants
are subject to a 180-day lock-up and may be exercised at any time
on or after January 2, 2019 and on or before June 28, 2023 at a
price of $1.625 per share.
|
|
A
|
|
|
|
On August 13, 2018, the Company sold 463,855 shares of its common
stock for aggregate gross proceeds of $385,000, or $0.83 per share,
in a private placement to four officers of the
Company.
|
|
A, C
|
|
|
|
As of August 29, 2018, the Company was indebted to Ergomed, plc for
services provided by Ergomed in connection with the Company’s
Phase III clinical trial. On August 30, 2018 the Company issued
Ergomed 1,000,000 shares of its common stock in payment of the
amounts it owed Ergomed.
|
|
A, C
|
|
|
|
As of January 8, 2019, the Company had outstanding payables to
Ergomed, plc for services provided by Ergomed in connection with
the Company’s Phase III clinical trial. On January 9, 2019
the Company issued Ergomed 500,000 shares of its common stock in
payment of the amounts it owed Ergomed.
|
|
A, C
|
|
|
|
On May 7, 2019, the Company sold 30,612 shares of its common stock
for aggregate gross proceeds of $210,000, or $6.86 per share, in a
private placement to four officers and a director of the
Company.
|
|
A, C
|
|
|
|
On June 3, 2019, the Company sold 6,631 shares of its common stock
for aggregate gross proceeds of $25,000, or $3.77 per share, in a
private placement to the Chief Executive Officer of the
Company.
|
|
A, C
|
|
|
|
On August 15, 2019 the Company issued Ergomed 250,000 shares of its
common stock in payment for services.
|
|
A, C
|
|
|
|
On September 4, 2019, the Company sold 7,962 shares of its common
stock for aggregate gross proceeds of $57,000, or $7.16 per share,
in a private placement to three officers of the
Company.
|
|
A, C
|
|
|
|
On October 25, 2019, the Company sold 3,725 shares of its common
stock for aggregate gross proceeds of $25,000, or $6.71 per share,
in a private placement to the Chief Executive Officer of the
Company.
|
|
A, C
|
|
|
|
On January 10, 2020, the Company sold 6,631 shares of its common
stock for aggregate gross proceeds of $50,000, or $7.54 per share,
in a private placement to the Chief Executive Officer of the
Company.
|
|
A, C
|
A.
The
Company relied upon the exemption provided by Section 4(a)(2) of
the Securities Act of 1933 with respect to the issuance of these
shares. The persons who acquired these shares were sophisticated
investors and were provided full information regarding the Company.
There was no general solicitation in connection with the offer or
sale of these securities. The persons who acquired these shares
acquired them for their own accounts. The certificates representing
these shares bear a restricted legend providing that they cannot be
sold except pursuant to an effective registration statement or an
exemption from registration.
B.
The
Company relied upon the exemption provided by Rule 506 of the
Securities and Exchange Commission with respect to the issuance of
these securities. The persons who acquired these securities were
sophisticated investors and were provided full information
regarding the Company. There was no general solicitation in
connection with the offer or sale of these securities. The persons
who acquired these securities acquired them for their own accounts.
The certificates representing these securities bear a restricted
legend providing that they cannot be sold except pursuant to an
effective registration statement or an exemption from
registration.
C.
No
commission or other form of remuneration was given to any person in
connection with the sale or issuance of these
securities.
Item 16.
Exhibits and Financial Statement Schedules
3(a)
|
|
Articles
of Incorporation
|
|
Incorporated
by reference to Exhibit 3(a) of CEL-SCI's combined Registration
Statement on Form S-1 and Post-Effective Amendment ("Registration
Statement"), Registration Nos. 2-85547-D and 33-7531.
|
|
|
|
|
|
3(b)
|
|
Amended
Articles
|
|
Incorporated
by reference to Exhibit 3(a) of CEL-SCI's Registration Statement on
Form S-1, Registration Nos. 2-85547-D and 33-7531.
|
|
|
|
|
|
3(c)
|
|
Amended
Articles (Name change only)
|
|
Filed
as Exhibit 3(c) to CEL-SCI's Registration Statement on Form S-1
Registration Statement (No. 33-34878).
|
|
|
|
|
|
3(d)
|
|
Bylaws
|
|
Incorporated
by reference to Exhibit 3(b) of CEL-SCI's Registration Statement on
Form S-1, Registration Nos. 2-85547-D and 33-7531.
|
|
|
|
|
|
|
|
Amended
Bylaws
|
|
Incorporated
by reference to Exhibit 3(ii) of CEL-SCI’s report on Form 8-K
dated March 16, 2015.
|
|
|
|
|
|
|
|
Shareholders
Rights Agreement, as Amended
|
|
Incorporated
by reference to Exhibit 4 filed with CEL-SCI’s 10-K
report for the year ended September 30, 2015.
|
|
|
|
|
|
|
|
Incentive
Stock Option Plan
|
|
Incorporated
by reference to Exhibit 4 (b) filed on September 25, 2012 with the
Company’s registration statement on Form S¬8 (File
number 333-184092).
|
|
|
|
|
|
|
|
Non-Qualified
Stock Option Plan
|
|
Incorporated
by reference to Exhibit 4 (b) filed on August 19, 2014 with the
Company’s registration statement on Form S¬8 (File
number 333-198244).
|
|
|
|
|
|
|
|
Stock
Bonus Plan
|
|
Incorporated
by reference to Exhibit 4 (d) filed on September 25, 2012 with the
Company’s registration statement on Form S¬8 (File
number 333-184092).
|
|
|
|
|
|
|
|
Stock
Compensation Plan
|
|
Incorporated
by reference to Exhibit 4 (e) filed on September 25, 2012 with the
Company’s registration statement on Form S¬8 (File
number 333-184092).
|
|
|
|
|
|
|
|
2014
Incentive Stock Bonus Plan
|
|
Incorporated
by reference to Exhibit 4 (c) filed with the Company’s
registration statement on Form S-8 (333-198244).
|
|
|
|
|
|
|
|
Legal
Opinion
|
|
|
|
|
|
|
|
|
|
First
Amendment to Development Supply and Distribution Agreement
with Orient Europharma.
|
|
Incorporated
by reference to Exhibit 10(m) filed with CEL-SCI’s 10-K
report for the year ended September 30, 2010.
|
|
|
|
|
|
|
|
Exclusive
License and Distribution Agreement with Teva Pharmaceutical
Industries Ltd.
|
|
Incorporated
by reference to Exhibit 10(n) filed with CEL-SCI’s 10-K
report for the year ended September 30, 2010.
|
|
|
|
|
|
|
|
Lease
Agreement
|
|
Incorporated
by reference to Exhibit 10(o) filed with CEL-SCI’s 10-K
report for the year ended September 30, 2010.
|
|
|
|
|
|
10(p)
|
|
Licensing
Agreement with Byron
Biopharma
|
|
Incorporated
by reference to Exhibit 10(i) of CEL-SCI’s report on
Form 8-K dated March 27, 2009
|
|
|
|
|
|
10(z)
|
|
Development,
Supply and Distribution Agreement with Orient
Europharma
|
|
Incorporated
by reference to Exhibit 10(z) filed with CEL-SCI’s
report on Form 10-K for the year ended September 30,
2003.
|
|
|
|
|
|
|
|
Securities Purchase Agreement and
the form of the Series R warrant, which is
an exhibit to the Securities Purchase
Agreement
|
|
Incorporated
by reference to Exhibit 10(ii) of CEL-SCI’s report on
Form 8-K dated December 5, 2012.
|
|
|
|
|
|
|
|
Underwriting
Agreement, together with the form of Series S warrant which is an
exhibit to the underwriting agreement
|
|
Incorporated
by reference to Exhibit 1.1 of CEL-SCI’s report on Form 8-K
dated October 8, 2013.
|
|
|
|
|
|
|
|
Underwriting
Agreement, together with the form of Series S warrant which is an
exhibit to the Underwriting Agreement.
|
|
Incorporated
by reference to Exhibit 1.1 of CEL-SCI’s report on Form 8-K
dated December 19, 2013.
|
|
|
|
|
|
|
|
Underwriting
Agreement, together with the form of Series T warrant which is an
exhibit to the warrant agent agreement
|
|
Incorporated
by reference to Exhibit 1.1 of CEL-SCI’s report on Form 8-K
dated April 15, 2014.
|
|
|
|
|
|
|
|
Underwriting
Agreement, together with the form of Series S warrant which is an
exhibit to the warrant agent agreement
|
|
Incorporated
by reference to Exhibit 1.1 of CEL-SCI’s report on Form 8-K
dated October 23, 2014.
|
|
|
|
|
|
|
|
Assignment
and Assumption Agreement with Teva Pharmaceutical Industries, Ltd.
and GCP Clinical Studies, Ltd.
|
|
Incorporated
by reference to Exhibit 10(rr) of CEL-SCI’s report on Form
10-K/A report for the year ended September 30, 2014 dated
April 17, 2015.
|
|
|
|
|
|
|
|
Service
Agreement with GCP Clinical Studies, Ltd., together with Amendment
1 thereto*
|
|
Incorporated
by reference to Exhibit 10(ss) of CEL-SCI’s first amendment
to its Form 10-K report for the year ended September 30, 2014
dated April 17, 2015.
|
|
|
|
|
|
|
|
Joinder
Agreement with PLIVA Hrvatska d.o.o.
|
|
Incorporated
by reference to Exhibit 10(tt) of CEL-SCI’s first amendment
to its Form 10-K report for the year ended September 30, 2014
dated April 17, 2015.
|
|
|
|
|
|
|
|
Master
Service Agreement with Ergomed Clinical Research,
Ltd., and Clinical Trial Orders thereunder
|
|
Incorporated
by reference to Exhibit 10(uu) of CEL-SCI’s first amendment
to its Form 10-K report for the year ended September 30, 2014
dated April 17, 2015.
|
|
|
|
|
|
|
|
Co-Development
and Revenue Sharing Agreement with Ergomed Clinical Research Ltd.,
dated April 19, 2013, as amended
|
|
Incorporated
by reference to Exhibit 10(vv) of CEL-SCI’s first amendment
to its Form 10-K report for the year ended September 30, 2014
dated April 17, 2015.
|
|
|
|
|
|
|
|
Co-Development
and Revenue Sharing Agreement II: Cervical
Intraepithelial Neoplasia in HIV/HPV co-infected women, with
Ergomed Clinical Research Ltd., dated October 10, 2013, as
amended
|
|
Incorporated
by reference to Exhibit 10(ww) of CEL- first amendment to its Form
10-K report for the year ended September 30, 2014 dated April
17, 2015.
|
|
|
|
|
|
|
|
Co-Development
and Revenue Sharing Agreement III: Anal warts and anal
intraepithelial neoplasia in HIV/HPV co-infected patients, with
Ergomed Clinical Research Ltd., dated October 24, 2013
|
|
Incorporated
by reference to Exhibit 10(xx) of CEL-SCI’s first amendment
to its Form 10-K report for the year ended September 30, 2014
dated April 17, 2015.
|
|
|
|
|
|
|
|
Master
Services Agreement with Aptiv Solutions, Inc.
|
|
Incorporated
by reference to Exhibit 10(yy) of CEL-SCI’s first amendment
to its Form 10-K report for the year ended September 30, 2014
dated April 17, 2015.
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Project
Agreement Number 1 with Aptiv Solutions, Inc. together with
Amendments 1 and 2 thereto*
|
|
Incorporated
by reference to Exhibit 10(zz) of CEL-SCI’s first amendment
to its Form 10-K report for the year ended September 30, 2014
dated April 17, 2015.
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Second
Amendment to Development Supply and Distribution Agreement with
Orient Europharma
|
|
Incorporated
by reference to Exhibit 10(aaa) of CEL-SCI’s first amendment
to its Form 10-K report for the year ended September 30, 2014
dated April 17, 2015.
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Warrant
Agent Agreement (as amended), Series V warrants
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|
Incorporated
by reference to Exhibit 10 (ccc) of CEL-SCI’s report on Form
8-K filed on May 29, 2015.
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Assignment
of Proceeds and Investment Agreement between CEL-SCI Corporation
and Lake Whillans Vehicle 1.
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|
Incorporated
by reference to Exhibit 10 (ddd) of CEL-SCI’s report on Form
8-K filed on October 16, 2015.
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Warrant
Agent Agreement, Series W warrants
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Incorporated
by reference to Exhibit 10 (eee) of CEL-SCI’s report on Form
8-K filed on October 23, 2015.
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Securities
Purchase Agreement
|
|
Incorporated
by reference to Exhibit 10(jjj) of CEL-SCI’s report on Form
8-K dated May 19, 2016.
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Securities
Purchase Agreement
|
|
Incorporated
by reference to Exhibit 10(kkk) of CEL-SCI’s report on Form
8-K dated August 24, 2016.
|
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Termination
Agreement with Maximilian de Clara
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Incorporated
by reference to Exhibit 10(lll) of CEL-SCI’s report on Form
8-K dated September 2, 2016.
|
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Employment
Agreement with Geert Kersten (2016-2019)
|
|
Incorporated
by reference to Exhibit 10(mmm) of CEL-SCI’s report on Form
8-K dated September 2, 2016.
|
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Employment
Agreement with Patricia Prichep (2016-2019)
|
|
Incorporated
by reference to Exhibit 10(nnn) of CEL-SCI’s report on Form
8-K dated September 2, 2016.
|
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Employment
Agreement with Eyal Taylor (2016-2019)
|
|
Incorporated
by reference to Exhibit 10(ooo) of CEL-SCI’s report on Form
8-K dated September 2, 2016.
|
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Securities
Purchase Agreement
|
|
Incorporated
by reference to Exhibit 10(ppp) of CEL-SCI’s report on Form
8-K dated December 1, 2016.
|
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Securities
Purchase Agreement
|
|
Incorporated
by reference to Exhibit 10(qqq) of CEL-SCI’s report on Form
8-K dated February 16, 2017.
|
|
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Securities
Purchase Agreement
|
|
Incorporated
by reference to Exhibit 10(rrr) of CEL-SCI’s report on Form
8-K dated March 8, 2017.
|
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Securities
Purchase Agreement
|
|
Incorporated
by reference to Exhibit 10(sss) of CEL-SCI’s report on Form
8-K dated April 30, 2017.
|
|
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Securities
Purchase Agreement (sale of 100,000 shares to private investor,
plus Series OO warrants).
|
|
Incorporated
by reference to Exhibit 10(ttt) of CEL-SCI’s report on Form
8-K dated July 27, 2017.
|
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Securities
Purchase Agreement with Ergomed
|
|
Incorporated
by reference to Exhibit 10(uuu) of CEL-SCI’s report on Form
8-K dated August 17, 2017.
|
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Securities
Purchase Agreement
|
|
Incorporated
by reference to Exhibit 10(vvv) of CEL-SCI’s report on Form
8-K dated August 22, 2017
|
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|
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Amendment
No. 1 to Assignment of Proceeds and Investment
Agreement
|
|
Incorporated
by reference to Exhibit 10(www) of CEL-SCI’s report on Form
8-K dated November 2, 2017.
|
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Amendment
to Convertible Promissory Notes
|
|
Incorporated
by reference to Exhibit 10(xxx) of CEL-SCI’s registration
statement on Form S-1 dated January 5, 2018.
|
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Securities
Purchase Agreement with Ergomed
|
|
Incorporated
by reference to Exhibit 10(zzz) of CEL-SCI’s report on Form
8-K dated January 1, 2018.
|
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Securities
Purchase Agreements (December 2017 Financing)
|
|
Incorporated
by reference to Exhibit 10.1 of CEL-SCI’s registration
statement on Form S-1 dated January 5, 2018.
|
|
|
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Securities
Purchase Agreements (February 2018 Financing)
|
|
Incorporated
by reference to Exhibit 10.1 of CEL-SCI’s registration
statement on Form S-1 dated February 14, 2018.
|
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Securities
Purchase Agreement with Ergomed
|
|
Incorporated
by reference to Exhibit 10.3 of CEL-SCI’s report on Form 8-K
dated May 21, 2018.
|
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Securities
Purchase Agreement
|
|
Incorporated
by reference to Exhibit 10.4 of CEL-SCI’s report on Form 8-K
dated June 29, 2018.
|
|
|
|
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|
Securities
Purchase Agreement
|
|
Incorporated
by reference to Exhibit 10.5 of CEL-SCI’s report on Form 8-K
dated August 31, 2018.
|
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|
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Securities
Purchase Agreement with Ergomed
|
|
Incorporated
by reference to Exhibit 10.6 of CEL-SCI’s report on Form 8-K
dated August 16, 2019.
|
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2019
Non-Qualified Stock Option Plan
|
|
Incorporated
by reference to Exhibit 10.7 of CEL-SCI’s report on Form 8-K
dated October 15, 2019.
|
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2019
Stock Compensation Plan
|
|
Incorporated
by reference to Exhibit 10.8 of CEL-SCI’s report on Form 8-K
dated October 15, 2019.
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Consent
of Hart & Hart, LLC
|
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Consent
of BDO USA, LLP
|
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*
Portions
of this exhibit have been omitted pursuant to a request for
confidential treatment filed with the Commission under Rule 24b-2
of the Securities Exchange Act of 1934. The omitted confidential
material has been filed separately with the Commission. The
location of the omitted confidential information is indicated in
the exhibit with asterisks (*)
Item 17. Undertakings
The
undersigned registrant hereby undertakes:
(1)
To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration
statement:
(i)
To
include any prospectus required by Section l0 (a)(3) of the
Securities Act:
(ii)
To
reflect in the prospectus any facts or events which, individually
or together, represent a fundamental change in the information in
the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth
in the “Calculation of Registration Fee” table in the
effective registration statement; and
(iii)
To
include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement.
(2)
That,
for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3)
To
remove from registration by means of a post-effective amendment any
of the securities that remain unsold at the termination of the
offering.
Insofar
as indemnification for liabilities arising under the Securities Act
of l933 (the “Act”) may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the
foregoing provisions or otherwise, the Registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of
whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication
of such issue.
(4)
That,
for the purpose of determining liability under the Securities Act
of 1933 to any purchaser:
(i)
If
the registrant is relying on Rule 430B:
(A)
Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall
be deemed to be part of the registration statement as of the date
the filed prospectus was deemed part of and included in the
registration statement; and
(B)
Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5),
or (b)(7) as part of a registration statement in reliance on Rule
430B relating to an offering made pursuant to Rule 415(a)(1)(i),
(vii), or (x) for the purpose of providing the information required
by section 10(a) of the Securities Act of 1933 shall be deemed to
be part of and included in the registration statement as of the
earlier of the date such form of prospectus is first used after
effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As provided
in Rule 430B, for liability purposes of the issuer and any person
that is at that date an underwriter, such date shall be deemed to
be a new effective date of the registration statement relating to
the securities in the registration statement to which that
prospectus relates, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement
or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is
part of the registration statement will, as to a purchaser with a
time of contract of sale prior to such effective date, supersede or
modify any statement that was made in the registration statement or
prospectus that was part of the registration statement or made in
any such document immediately prior to such effective date;
or
(ii)
If
the registrant is subject to Rule 430C, each prospectus filed
pursuant to Rule 424(b) as part of a registration statement
relating to an offering, other than registration statements relying
on Rule 430B or other than prospectuses filed in reliance on Rule
430A, shall be deemed to be part of and included in the
registration statement as of the date it is first used after
effectiveness. Provided, however, that no statement made in a
registration statement or prospectus that is part of the
registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or
prospectus that is part of the registration statement will, as to a
purchaser with a time of contract of sale prior to such first use,
supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement
or made in any such document immediately prior to such date of
first use.
(6)
That,
for the purpose of determining liability of the registrant under
the Securities Act of 1933 to any purchaser in the initial
distribution of the securities:
The
undersigned registrant undertakes that in a primary offering of
securities of the undersigned registrant pursuant to this
registration statement, regardless of the underwriting method used
to sell the securities to the purchaser, if the securities are
offered or sold to such purchaser by means of any of the following
communications, the undersigned registrant will be a seller to the
purchaser and will be considered to offer or sell such securities
to such purchaser:
(i)
Any
preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule
424;
(ii)
Any
free writing prospectus relating to the offering prepared by or on
behalf of the undersigned registrant or used or referred to by the
undersigned registrant;
(iii)
The
portion of any other free writing prospectus relating to the
offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the
undersigned registrant; and
(iv)
Any
other communication that is an offer in the offering made by the
undersigned registrant to the purchaser.
SIGNATURES
Pursuant
to the requirements of the Securities Act of l933, the registrant
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the
Vienna, Virginia on the 20th day of February 2020.
|
CEL-SCI CORPORATION
|
|
|
|
|
|
|
By:
|
/s/ Geert
Kersten
|
|
|
|
Geert
Kersten
|
|
|
|
Chief
Executive, Financial and Accounting
Officer
|
|
In
accordance with the requirements of the Securities Act of l933,
this registration statement has been signed by the following
persons in the capacities and on the dates indicated:
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Geert Kersten
|
|
Chief
Executive, Financial and Accounting
Officer
|
|
February
20, 2020
|
Geert
Kersten
|
|
|
|
|
|
|
|
|
|
/s/
Peter R. Young
|
|
Director
|
|
February
20, 2020
|
Peter
R. Young
|
|
|
|
|
|
|
|
|
|
/s/ Bruno
Baillavoine
|
|
Director
|
|
February
20, 2020
|
Bruno
Baillavoine
|
|
|
|
|
|
|
|
|
|
/s/ Robert
Watson
|
|
Director
|
|
February
20, 2020
|
Robert
Watson
|
|
|
|
|
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