March 13, 1996
Susan Helfrick
Mail Stop 3-10
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: CEL-SCI Corporation
Post-Effective Amendment No. 2 to
Registration Statement on Form S
1
Commission File No. 33-83732
Dear Ms. Helfrick:
On behalf of CEL-SCI Corporation (the "Company"),
enclosed herewith please find:
1. Three copies of Post-Effective Amendment No. 2 to
the
Registration
Statement on Form S-1. The manually signed copy has been
marked near the top of the page for ease of
identification.
2. Eight additional copies of Post-Effective
Amendment No. 2. Five copies have been marked to show
changes that have been made to the Registration
Statement.
The following are the Company's responses to the Staff's
comment letter dated February 22, 1996:
C-1 We have added disclosure to the prospectus
concerning
the
lawsuit
which is the subject of this comment.
C-2 Pacaya, Ltd. has sold 200,000 shares of the
Company's
common
stock
which were registered by means of this Registration
Statement.
C-3 The total expenses related to this offering is set
forth
on
the
cover
page of the prospectus. There is no distribution
table since the shares offered will be sold from
time to time at varying prices.
C-4 Comment complied with.
C-5 We have updated the disclosure concerning the
Company's
IND
application with the FDA.
C-6 We have included a listing of material risks
pertaining
to
this
offering in the prospectus summary.
C-7 The risk factor headings in this Registration
Statement
are
identical
to those in the Company's Registration Statement on
Form S1 (Commission File No. 33-90230) which was
reviewed by Paul Swegle and declared effective by
the Commission on July 12, 1995. Since (i) the
Staff did not have any problems with the risk
factor headings in this previous Registration
Statement
and (ii) the nature of the risk factors in this
Registration Statement are virtually identical to
those in the prior Registration Statement, we see
no reason why the Risk Factor headings in this
Registration Statement should change.
C-8 Comment complied with.
C-9 Comment complied with.
C-10 We have added disclosure concerning the
potential
dilution
of
the
shareholders' voting interest as a result of the
exercise of any options or warrants. Since the
Company does not have any earnings, we did not
mention the potential dilution of earnings.
C-11 Comment complied with.
C-12 As a result of the acquisition of VTI and the
technology
from
CELL-
MED,
the Company is no longer dependent on the development of a
single product.
C-13 We have expanded the management risk factor to
include
a
reference
to
scientific personnel. The Company did not lose
any employees as a result of the opening of its
laboratory. Any restrictions imposed by financing
covenants relating to the Company's bank loan are
discussed under the risk factor "Dividends".
C-14 Since (i) the Company's products are not yet
available
for
commercial
sale and (ii) such products, once available for
sale, are likely to have sales potential
throughout the world, the Company is not at this
time able to discuss issues involving third party
reimbursement or health care reform initiatives in
the United States.
C-15 Comment complied with.
C-16 The sentence which is the subject of this comment
has
been
removed
from the Company's Registration Statement.
C-17 We have clarified the meaning of the terms
"significant
biological
responses" and "proliferate". The terms "killer T-
cells" and "anti body"
are defined in the "Definition" section of the prospectus.
C-18 The English trials provided data needed for the
Florida
trials,
and
the Florida trials provided data needed for the
Company's IND application. Nevertheless, the
Company's rationale in this regard is not material
to investors given the recent clearance by the FDA
of the Company's IND application.
C-19 Comment complied with.
C-20
& C-21 Comments complied with.
C-22 The Company has clarified certain portions of the
disclosure
relating
to the opposition filed by a German company with
the European patent office. Since 1992 there have
been no further proceedings relating to this
patent. Accordingly, the Company is not able to
provide any further information concerning this
matter other than that which is presently
disclosed in Amendment No. 2.
C-23 Comment complied with.
C-24 The disclosure which is the subject of this
comment
has
been
removed
from the prospectus.
C-25 Maximilian de Clara is not a director, executive
officer
or
shareholder of Pacaya, Ltd. and will not receive
any of the proceeds from the sale of the shares
offered by Pacaya, Ltd.
C-26 We have added disclosures to the Registration
Statement
pertaining
to
legal matters which took place within the
Company's last three fiscal years and which are
above the threshhold provided by Rule 404 of
Regulation S-K.
C-27 VTI, at the time of its acquisition, did not have
(i)
an
office,
(ii)
a listed telephone number, (iii) any products to
sell, (iv) any customers, (v) any revenues, or
(vi) any marketing organization. VTI, although
organized as a corporation, was in reality a joint
venture formed by the Company and Alpha l
Biomedicals, Inc. to develop certain technology.
At the time the Company acquired the remaining 50%
interest in VTI, this technology was still in the
development stage. Accordingly, the Company's
unaudited financial statements at December 31,
1995 expensed the acquisition cost of VTI as
research and development expense. Based upon the
foregoing, it is our opinion that VTI is not a
"business", as that term is defined by Rule 11-
01(d) of Regulation S-X and the financial
statements requested by this comment are not
required by Regulation S-X.
C-28 The exercise price of the warrants was reduced
from
$3.25
to
$1.60
in
consideration for the agreement from the warrant
holders to exercise certain of the warrants prior
to January 31, 1996. The Company does not believe
that any adjustment to its financial statements
are required as a result of the change to the
warrant exercise price.
C-29 Comment complied with.
C-30 Comment complied with.
If you should have any further questions regarding the
Company's Registration Statement, please do not hesitate
to contact the undersigned. Thank you for your time and
cooperation with respect to this filing.
Very truly yours,
HART & TRINEN
William T. Hart