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): January 25, 2012
CEL-SCI CORPORATION
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(Exact name of Registrant as specified in its charter)
Colorado 0-11503 84-0916344
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
8229 Boone Boulevard, Suite 802
Vienna, Virginia 22182
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(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (703) 506-9460
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N/A
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(Former name or former address if changed since last report)
Item 1.01 Entry Into a Material Definitive Agreement
On January 25, 2012 CEL-SCI Corporation sold 16,000,000 shares of its
common stock to institutional investors for $5,760,000 or $0.36 per share. The
institutional investors also received Series H warrants which entitle the
investors to purchase up to 12,000,000 shares of CEL-SCI's common stock. The
Series H warrants may be exercised at any time after July 31, 2012 and on or
prior to July 31, 2015 at a price of $0.50 per share.
CEL-SCI has agreed to pay Chardan Capital Markets, LLC, the placement agent
for this offering, a cash commission of $403,200.
CEL-SCI has filed with the Securities and Exchange Commission a prospectus
supplement to its shelf Registration Statement on Form S-3 registering the
shares of common stock and warrants sold to the private investors.
CEL-SCI anticipates the transaction will close on or before January 31,
2012.
Item 9.01 Financial Statements and Exhibits
Exhibit Number Description
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5 Opinion of Counsel
10(cc) Securities Purchase Agreement, together
with the form of the Series H warrant,
which is an exhibit to the Securities
Purchase Agreement.
10(dd) Placement Agent Agreement
23(a) Consent of Attorneys
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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: January 27, 2011 CEL-SCI CORPORATION
By: /s/ Geert R. Kersten
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Geert R. Kersten, Chief
Executive Officer
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