Blueprint
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): July 12,
2018
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CEL-SCI CORPORATION
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(Exact
name of Registrant as specified in its charter)
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Colorado
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01-11889
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84-0916344
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(State
or other jurisdiction of incorporation)
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(Commission
File No.)
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(IRS
Employer Identification No.)
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8229
Boone Boulevard, Suite 802
Vienna,
Virginia 22182
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(Address
of principal executive offices, including Zip Code)
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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)
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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))
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 3.01.
Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On July
12, 2018, CEL-SCI received a letter from the NYSE American, its
current listing exchange, which advised CEL-SCI that, based upon
its March 31, 2018 10-Q report, CEL-SCI was noncompliant with the
following continued listing standards of the NYSE
American:
●
Stockholders’
equity of $2.0 million or more if it has reported losses from
continuing operations and/or net losses in two of its three most
recent fiscal years (Section 1003(a)(i));
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Stockholders’
equity of $4.0 million or more it if has report losses from
continuing operations and/or net losses in three of its four most
recent fiscal years (Section 1003(a)(ii)); and
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Stockholders’
equity of $6.0 million or more it has report losses from continuing
operations and/or net losses in its five most recent fiscal years
(Section 1003(a)(iii).
CEL-SCI
can maintain its listing by submitting a plan of compliance by
August 13, 2018. This plan must advise of actions CEL-SCI has taken
or will take to regain compliance with the continued listing
standards by January 14, 2019. CEL-SCI intends to submit such a
plan by August 13, 2018. If the plan is not acceptable, or CEL-SCI
does not make sufficient progress under the plan to reestablish
compliance by January 14, 2019, the staff of the exchange may
initiate proceedings to delist CEL-SCI’s securities from the
NYSE American. CEL-SCI may appeal a delisting determination in
accordance with the rules of the exchange.
In
addition, the NYSE American will not normally remove the securities
of an issuer which is otherwise below the stockholders’
equity criteria noted above if the issuer has a market
capitalization of at least $50 million.
The
letter from the NYSE American has no current effect on the listing
of CEL-SCI’s securities on the exchange.
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.
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CEL-SCI CORPORATION
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Date:
July 13, 2018 |
By:
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/s/
Geert
Kersten
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Geert
Kersten
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Chief
Executive Officer
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