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): April 30, 2007
CEL-SCI CORPORATION
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(Exact name of Registrant as specified in its charter)
Colorado 1-11889 84-0916344
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
8229 Boone Blvd. #802
Vienna, VA 22182
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(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (703) 506-9460
N/A
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(Former name or former address if changed since last report)
Check appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below)
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 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-14(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule
or Standard, Transfer of Listing
In April 2007, CEL-SCI raised approximately $15,000,000 from the sale to a
group of private investors of 20,043,333 shares of common stock, 10,021,667
Series L warrants, and 10,021,667 Series M warrants. The shares and warrants
were sold as Units at a price of $0.75 per Unit. Each Unit consisted of one
share of CEL-SCI's common stock, one-half of a Series L warrant and one-half of
a Series M warrant.
Each Series L warrant allows the holder to purchase one share of CEL-SCI's
common stock for $0.75. Each Series M warrant allows the holder to purchase one
share of CEL-SCI's common stock for $2.00. The Series L and M warrants expire on
March 31, 2012.
On April 30, 2007 CEL-SCI received a Warning Letter from the American Stock
Exchange advising CEL-SCI that it had failed to file an Additional Listing
Application with the AMEX for the sale of the shares in the April financing.
Section 301 of the AMEX Company Guide provides that a listed company is not
permitted to issue additional securities of a listed class until it has filed an
application for the listing of such additional securities and received
notification from the AMEX that the securities have been approved for listing.
On May 4, 2007 the AMEX notified CEL-SCI that the shares sold in the April
financing had been approved for listing.
The Warning Letter did not affect CEL-SCI's listing on the AMEX and
CEL-SCI's common stock continues to trade under the symbol "CVM".
Item 9.01 Financial Statements and Exhibits
None
2
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.
Date: May 4, 2007.
CEL-SCI CORPORATION
By: /s/ Geert R. Kersten
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Geert R. Kersten, Chief Executive Officer