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 23, 2021
CEL-SCI CORPORATION
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(Exact name of Registrant as specified in its charter)
Colorado 001-11889 84-0916344
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) 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
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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-14(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class Trading Symbol(s) on Which Registered
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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 (ss.203.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (ss.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 $4,418,000, after deducting the underwriting
discount.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
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5 Opinion of Hart & Hart, LLC
23 Consent of Hart & Hart, LLC
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.
Date: June 28, 2021
CEL-SCI CORPORATION
By: /s/ Geert Kersten
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Geert Kersten
Chief Executive Officer