SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: December 22, 1997
CEL-SCI CORPORATION
(Exact name of registrant as specified in its charter)
COLORADO 0-11503 84-0916344
(State or other jurisdiction of Commission (I.R.S. Employer
incorporation or organization) File Number Identification No.)
66 Canal Center Plaza, Suite 510
Alexandria, Virginia 22314
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (703) 549-5293
Not Applicable
Former Name or Former Address, If Changed Since Last Report
ITEM 5. OTHER INFORMATION
On December 22, 1997, the Company sold 10,000 shares of its Series D
Preferred Stock, 550,000 Series A Warrants and 550,000 Series B Warrants, to ten
institutional investors for $10,000,000. The Series D Preferred Shares may be
converted into shares of the Company's Common Stock. Prior to September 19, 1998
(or such earlier date as the market price of the Company's Common Stock is $3.45
or less for five consecutive trading days) the number of shares issuable upon
the conversion of each Series D Preferred Share is to be determined by dividing
$1,000 by $8.28. On or after September 19, 1998 the number of shares issuable
upon the conversion of each Series D Preferred Share is to be determined by
dividing $1,000 by the lower of (i) $8.28, or (ii) the average price of the
Company's common stock for any two trading days during the ten trading days
preceeding the conversion date. Each Series A Warrant allows the holder to
purchase one share of the Company's common stock for $8.62 at any time prior to
December 22, 2001. Each Series B Warrant allows the holder to purchase one share
of the Company's Common Stock for $9.31 at any time prior to December 22, 2001.
The Company has agreed to file a registration statement with the Securities
and Exchange Commission covering the sale of the common stock issuable upon the
conversion of the Series D Preferred Stock and/or the exercise of the Series A
and Series B Warrants.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit Exhibit
Number Name
4.1 Securities Purchase Agreement (without
Exhibits and Schedules)
4.2 Certificate of Designations Preferences and
Rights of Series D Preferred Stock.
4.3 Form of Common Stock Purchase Warrant;
4.4 Registration Rights Agreement;
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.
CEL-SCI CORPORATION
Date: December 24, 1997 By /s/ Geert R. Kersten
Geert R. Kersten
Chief Executive Officer