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

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

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Item 1.01 Entry Into a Material Definitive Agreement.

On March 8, 2017, CEL-SCI Corporation (CEL-SCI) entered into a
securities purchase agreement with institutional investors
whereby it sold 15,000,000 shares of its common stock for
aggregate gross proceeds of $1,500,000, or $0.10 per share, in a
registered direct offering. The closing of the offering is
expected to take place on or about March 14, 2017, subject to the
satisfaction of customary closing conditions.
In a concurrent private placement, CEL-SCI also issued to the
purchasers of CEL-SCIs common stock,referred to in the preceding
paragraph, warrants (Series II) to purchase 15,000,000 shares of
CEL-SCIs common stock. The warrants can be exercised, at a price
of $0.12 per share, commencing six months after the date of
issuance and ending five and a half years after the date of
issuance. The warrants and the shares of common stock issuable
upon the exercise of the warrants are being offered to the
exemption provided in Section4(a)(2) under the Securities Act of
1933 and Rule506(b) promulgated thereunder.
Rodman Renshaw, a unit of H.C. Wainwright Co. (the Placement
Agent), acted as the exclusive placement agent in connection with
the offering.
The net proceeds to CEL-SCI from the transaction, after deducting
the placement agents fees and expenses and CEL-SCIs estimated
offering expenses, are expected to be approximately $1,340,000.
CEL-SCI intends to use the net proceeds from the offering for its
clinical trials and general corporate purposes. CEL-SCI has not
yet determined the amount of net proceeds to be used specifically
for any of the foregoing purposes.
The shares of common stock were offered and sold 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), and the
base prospectus dated as of October 30, 2015 contained therein.
CEL-SCI has filed a prospectus supplement with the SEC in
connection with the sale of the common stock.
CEL-SCI has agreed to pay the Placement Agent a cash commission
of 7% of the gross proceeds raised in the offering. CEL-SCI has
also agreed to issue 750,000 warrants to the Placement Agent (the
Agent Warrants) as part of its compensation. The Agent Warrants
may be exercised at any time on or after September 8, 2017 and on
or before March 8, 2022 at a price of $0.125 per share. The
Placement Agent also has a twelve-month right of first offer
period, indemnification and other customary provisions for
transactions of this nature.
On March 9, 2017, CEL-SCI issued a press release announcing that
it had priced the offering. A copy of this press release is
attached as Exhibit99.
The engagement agreement entered into with the Placement Agent,
the forms of the Securities Purchase Agreement and the Series II
Warrant, and the Placement Agent Warrant are filed as exhibits to
this Current Report on Form8-K. The foregoing summaries of the
terms of these documents are subject to, and qualified in their
entirety by, such documents, which are incorporated herein by
reference.
Item 3.02 Unregistered Sales of Equity Securities
The information contained above in Item 1.01 related to the
Series II Warrants and the Agent Warrants is hereby
incorporated by reference into this Item 3.02.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
Description
1.1
Engagement Agreement, dated March 7, 2017, by and among
CEL-SCI Corporation and Rodman Renshaw.
4 (o)
Form of Warrant (Series II).
4 (p)
Placement Agent Warrant (Series JJ).
Opinion of Hart Hart, LLC.
10(rrr)
Securities Purchase Agreement
Consent of Hart Hart, LLC (included in Exhibit 5)
Press Release dated March 9, 2017.


About CEL-SCI CORPORATION (NYSEMKT:CVM)

CEL-SCI Corporation is engaged in the research and development at developing the treatment of cancer and other diseases by using the immune system. The Company is focused on activating the immune system to fight cancer and infectious diseases. It operates through the segment of research and development of certain drugs and vaccines. It is focused on the development of Multikine (Leukocyte Interleukin, Injection), an investigational immunotherapy under development for treatment of certain head and neck cancers, and anal warts or cervical dysplasia in human immunodeficiency virus and human papillomavirus co-infected patients and Ligand Epitope Antigen Presentation System (L.E.A.P.S.) technology, with over two investigational therapies, LEAPS-H1N1-DC, a product candidate under development for treatment of pandemic influenza in hospitalized patients, and CEL-2000 and CEL-4000, vaccine product candidates under development for treatment of rheumatoid arthritis.

CEL-SCI CORPORATION (NYSEMKT:CVM) Recent Trading Information

CEL-SCI CORPORATION (NYSEMKT:CVM) closed its last trading session down -0.0015 at 0.0985 with 4,333,060 shares trading hands.

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