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): February 10, 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 February 10, 2012 the Company received $1,475,000 as a result of the
exercise of its Series O warrants. The Series O warrants entitled the holder to
purchase 5,900,000 shares of the Company's common stock at a price of $0.25 per
shares at any time on or prior to March 6, 2016. As an inducement for the early
exercise of the Series O warrants, the Company issued 5,900,000 Series P
warrants to the former holder of the Series O warrants. The Series P warrants
allow the holder to purchase up to 5,900,000 shares of the Company's common
stock at a price of $0.45 per shares. The Series P warrants are exercisable at
any time on or after August 12, 2012 and prior to March 7, 2017.
CEL-SCI has agreed to pay Chardan Capital Markets, LLC a cash commission
of $88,500 for acting as the placement agent for this offering.
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 series warrants sold to the private investor.
Item 9.01 Financial Statements and Exhibits
Exhibit Number Description
5 Opinion of Counsel
10(ee) Warrant Amendment Agreement, together with the
form of the Series P warrant, which is an exhibit
to the Warrant Amendment Agreement.
10(ff) Placement Agent Agreement
23(a) Consent of Attorneys
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: February 10, 2012 CEL-SCI CORPORATION
By: /s/ Geert Kersten
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Geert Kersten, Chief Executive Officer