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 18, 2012
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 Boulevard, Suite 802 Vienna, Virginia 22182 | |
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: (703) 506-9460
_________________________________________________________
(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 obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On December 18, 2012 the Company’s directors approved the issuance of options to the Company’s officers and directors. All options are exercisable at a price of $0.28 per share. Other information concerning the options follows:
| Name of Officer/Director | | Shares Issuable Upon
Exercise of Options | | Type of Options | | Vesting Schedule (1) |
| Maximilian de Clara | | 1,000,000 | | Non-qualified stock option | | Equally and annually over 5 years |
Geert R. Kersten | | 2,300,000 | | Non-qualified stock option | | Equally and annually over 5 years |
| Geert R. Kersten | | 2,700,000 | | Incentive stock option | | As shown below |
Eyal Talor, Ph.D. | | 1,500,000 | | Incentive stock option | | As shown below |
Patricia B. Prichep | | 1,500,000 | | Incentive stock option | | As shown below |
Dr. C. Richard Kinsolving | | 500,000 | | Non-qualified stock option | | Equally and annually over 5 years |
Dr. Peter R. Young | | 500,000 | | Non-qualified stock option | | Equally and annually over 5 years |
| Alexander G. Esterhazy | | 500,000 | | Non-qualified stock option | | Equally and annually over 5 years |
Vesting Schedule:
| | | Options | | Date Options are |
| Name | | Exercisable | | First Exercisable |
| | | | | |
| Geert R. Kersten | | 110,770 | | 12-18-13 |
| | | 110,770 | | 12-18-14 |
| | | 354,090 | | 12-18-15 |
| | | 354,085 | | 12-18-16 |
| | | 354,085 | | 12-18-17 |
| | | 354,085 | | 12-18-18 |
| | | 354,085 | | 12-18-19 |
| | | 354,085 | | 12-18-20 |
| | | 354,085 | | 12-18-21 |
| | | | | |
| Eyal Talor, Ph.D. | | 233,900 | | 12-18-13 |
| | | 233,900 | | 12-18-14 |
| | | 344,067 | | 12-18-15 |
| | | 344,067 | | 12-18-16 |
| | | 344,066 | | 12-18-17 |
| | | | | |
| Patricia B. Prichep | | 233,900 | | 12-18-13 |
| | | 233,900 | | 12-18-14 |
| | | 344,067 | | 12-18-15 |
| | | 344,067 | | 12-18-16 |
| | | 344,066 | | 12-18-17 |
| (1) | Any options which are not then exercisable will automatically terminate 90 days after the date the option holder voluntarily resigns as an officer, director or employee or in the event the option holder is terminated for cause. For purposes of these options, cause is defined as (i) the failure by the option holder to substantially perform his duties and obligations owed to the Corporation (other than any failure resulting from incapacity due to physical or mental illness); (ii) engaging in misconduct or a breach of fiduciary duty which is, or potentially is, materially injurious to the Corporation; (iii) the commission of a crime which is, or potentially is, materially injurious to the Corporation. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has only caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | CEL-SCI CORPORATION | |
| | | | |
| By: | /s/ Patricia B. Prichep | |
| | | Patricia B. Prichep | |
| | | Senior Vice President of Operations | |
| | | | |
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