HART & HART, LLC
ATTORNEYS AT LAW
1624 Washington Street
Denver, CO 80203
William T. Hart, P.C. ________ harttrinen@aol.com
Will Hart (303) 839-0061 Fax: (303) 839-5414
June 20, 2014
Amy Reischauer
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Re: CEL-SCI Corporation
Registration Statement on Form S-3 Amendment No. 1
File No. 333-196243
This office represents CEL-SCI Corporation (the "Company"). Amendment No. 1
to the Company's Registration Statement on Form S-3 has been filed with the
Commission. This letter provides the Company's responses to the comments
received from the staff by letter dated June 4, 2014. The paragraph numbers in
this letter correspond with the numbered paragraphs in the staff's comment
letter. The number under the "page number" column indicates the page number in
the Registration Statement where the response to the comment can be found.
Page Number
1. The analysis of shares held by non-affiliates is attached.
Please note that the share ownership of the Company's
officers and directors, as shown in the Company's most
recent annual report on Form 10-K and proxy statement,
includes shares issuable upon the exercise of options and
warrants. On April 2, 2014 the Company's stock traded at a
high of $1.72 per share and closed at $1.68.
2. The amended registration statement has removed all
references to promissory notes. 2, 3,
13 & 30
3. Comment complied with. Exhibit 5
4. A revised legal opinion has been filed with the amended
registration statement. Since the Company is a Colorado
corporation, any securities issued by the Company must be
issued in accordance with the Colorado Business Corporation
Act. Exhibit 5
5. Comment complied with. Exhibit 5
If you should have any questions concerning the foregoing, please do not
hesitate to contact the undersigned.
Very Truly Yours,
HART & HART, LLC
/s/ William T. Hart
By
William T. Hart
Outstanding shares on May 23, 2014 65,936,621
Officers and Directors Shares Owned
---------------------- ------------
G. Kersten 734,226
M. de Clara 25,123
P. Prichep 105,925
E. Talor 59,442
D. Zimmerman 52,886
J. Cipriano -
A. Esterhazy 23,316
R. Kinsolving 30,225
P. Young 29,776
---------
1,060,919
Total Shares Outstanding Less Affiliates 64,875,702
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Share Price on April 2, 2014 $ 1.72
-----------
Public Float on April 2, 2014 $111,586,207
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