CEL-SCI CORPORATION (NASDAQ:CSCIW) Files An 8-K Entry into a Material Definitive Agreement

CEL-SCI CORPORATION (NASDAQ:CSCIW) Files An 8-K Entry into a Material Definitive Agreement

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Item 1.01 Entry Into a Material Definitive Agreement.

On December 1, 2016, CEL-SCI Corporation (CEL-SCI) entered into a
securities purchase agreement whereby it agreed to issue and sell
in a public offering 34,024,000 shares of its common stock, as
well as warrants to purchase common stock, for gross proceeds of
$4,253,000.
Each share of common stock will be offered and sold to the public
with one half of one Series CC warrant, one Series DD warrant and
one Series EE warrant for the combined public purchase price of
$0.125.
Each Series CC warrant has an exercise price of $0.20 per
share, is immediately exercisable and will expire on December
7, 2021;
Each Series DD warrant has an exercise price of $0.18 per
share, is immediately exercisable and will expire on June 7,
2017; and
Each Series EE warrant has an exercise price of $0.18 per
share, is immediately exercisable and will expire on
September 7, 2017.
The shares of common stock and warrants will be issued
separately.
The closing of the offering is expected to take place on or about
December 7, 2016, subject to the satisfaction of customary
closing conditions.
The net proceeds to CEL-SCI from the offering, after deducting
the placement agents discounts and commissions and estimated
offering expenses, and excluding the proceeds, if any, from the
exercise of the warrants, are expected to be approximately $3.68
million. CEL-SCI intends to use the net proceeds from the
offering primarily to fund our Phase 3 clinical trial of
Multikine for head and neck cancer, to fund the Phase 1 trial of
Multikine in HIV/HPV co-infected patients with anal warts, and
for general corporate purposes.
The common stock and warrants (including the shares of common
stock issuable upon exercise of the warrants) were offered by
CEL-SCI to an effective shelf registration statement on FormS-3,
which was filed with the Securities and Exchange Commission (the
SEC) on July 1, 2015 and subsequently declared effective on
October 30, 2015 (File No.333-205444) (the Registration
Statement), as supplemented by a preliminary prospectus
supplement filed with the Securities and Exchange Commission (the
SEC) on December 1, 2016 and a final prospectus supplement to be
filed with the SEC to Rule 424(b) under the Securities Act of
1933, as amended.
Rodman Renshaw, a unit of H.C. Wainwright Co. (the placement
agent), is acting as the exclusive placement agent in connection
with the offering.
We have agreed to pay the placement agent a total cash fee equal
to 7% of the gross proceeds of this offering and a management fee
equal to 1% of the gross proceeds of this offering. In addition,
we have agreed to reimburse the placement agent for its
accountable and out-of-pocket expenses, including aggregate legal
fees and expenses, in the aggregate amount of $125,000.
We have also agreed to issue to the placement agent warrants to
purchase up to 1,701,200 shares (5% of the aggregate number of
shares of common stock sold in this offering). The placement
agent warrants will have substantially the same terms as the
Series CC Warrants being sold to the investors in this offering,
except that the termination date of the placement agent warrants
will be no more than five years from the effective date of this
offering and the exercise price will equal to 125% of the public
offering price. Except in certain limited circumstances, the
placement agent warrants, and any shares issued upon the exercise
of the placement agent warrants, may not be sold, transferred,
assigned, pledged, or hypothecated, or be the subject of any
hedging, short sale, derivative, put or call transaction that
would result in the effective economic disposition of the
securities by any person for a period of 180 days immediately
following the date of effectiveness or commencement of this
offering.
On December 1, 2016, the Company issued a press release
announcing that it had commenced the offering. A copy of this
press release is attached as Exhibit99.1.
On December 2, 2016, the Company issued a press release
announcing that it had priced the offering. A copy of this press
release is attached as Exhibit 99.2.
The foregoing summaries of the terms of these documents and
agreements are subject to, and qualified in their entirety by,
such documents and agreements which are filed as exhibits to this
Current Report on Form8-K and are incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Dexcription
1.1
Letter Agreement dated November 18, 2016, by and among
CEL-SCI Corporation and Rodman Renshaw, as amended on
December 1, 2016.
4 (i)
Form of Warrant – Series CC
4 (j)
Form of Warrant – Series DD
4 (k)
Form of Warrant – Series EE
4 (l)
Placement Agent Warrant – Series FF
5
Opinion of Hart Hart, LLC.
10(ppp)
Form of Securities Purchase Agreement
23
Consent of Hart Hart, LLC.
99.1
Press Release dated December 1, 2016.
99.2
Press Release dated December 2, 2016


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