Current Report Filing (8-k)
May 26 2020 - 5:23PM
Edgar (US Regulatory)
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): May 26, 2020
CEL-SCI CORPORATION
(Exact
name of Registrant as specified in its charter)
Colorado
|
001-11889
|
84-0916344
|
(State
or other jurisdiction of incorporation)
|
(Commission
File No.)
|
(IRS
Employer 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
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 (17CFR 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-4(c) under the
Exchange Act (17 CFR 240.13e-14c))
Securities registered pursuant to Section 12(b) of the
Act:
Title of Each Class
|
Trading Symbol(s)
|
Name of Each Exchange on Which Registered
|
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 (§203.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of
1934 (§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
3.03. Material Modification to Rights of Security
Holders.
The Company’s Series V warrants expire on
May 28, 2020 at an exercise price of $19.75. On May 26, 2020, the
Company lowered the exercise price of its Series V warrants to
$13.75 per share and extended
the expiration date of the Series V warrants to June 25, 2020. The
Series V warrants were originally issued as part of a financing on
May 28, 2015. For each Series V warrant exercised on or before June
10, 2020 the former holder of the Series V warrant will receive one
Series XX warrant. Every Series XX warrant will allow the holder to
purchase one share of the Company’s common stock at a price
of $18.00 per share at any time on or before September 10, 2020.
For each Series V warrant exercised after June 10, 2020 but on or
before June 25, 2020 the former holder of the Series V warrant will
receive one Series YY warrant. Every two Series YY warrants will
allow the holder to purchase one share of the Company’s
common stock at a price of $20.00 per share at any time on or
before September 25, 2020.
The
Series XX and Series YY warrants (as the case may be), as well as
any shares issued upon the exercise of the warrants, will be issued
without registration under the Securities Act of 1933 or any state
securities laws, in reliance on the exemptions provided by Section
4(a)(2) of the Securities Act and in reliance on similar exemptions
under applicable state laws. Accordingly, if the Series XX or
Series YY warrants are exercised, the shares which will be issued
upon the exercise of the warrants will be restricted securities and
may only be sold pursuant to Rule 144 of the Securities and
Exchange Commission or pursuant to an effective registration
statement under the Securities Act covering the resale of those
shares.
The
Company plans to file a registration statement covering the resale
of any shares issuable upon the exercise of the Series XX and
Series YY warrants.
Due to
regulations of the Securities and Exchange Commission, only
accredited investors will be entitled to receive the Series XX or
Series YY warrants.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits
Exhibit #
|
|
Description
|
|
|
Form of
Series XX Warrant
|
|
|
|
|
|
Form
of Series YY warrant
|
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:
May 26, 2020
|
By:
|
/s/ Patricia
Prichep
|
|
|
|
Patricia B.
Prichep
|
|
|
|
Senior Vice
President of Operations
|
|
Cel Sci (AMEX:CVM)
Historical Stock Chart
From Mar 2024 to Apr 2024
Cel Sci (AMEX:CVM)
Historical Stock Chart
From Apr 2023 to Apr 2024