Item 1.01 Entry Into a Material Definitive Agreement.
On August 22, 2016, CEL-SCI Corporation ("CEL-SCI") entered into a securities
purchase agreement with institutional investors whereby it sold 10,000,000
shares of its common stock for aggregate gross proceeds of $5,000,000 or $0.50
per share, in a registered direct offering. The investors in this offering also
received Series AA warrants which entitle the investors to purchase up to
5,000,000 shares of CEL-SCI's common stock. The Series AA warrants may be
exercised at any time on or after February 22, 2017 and on or before February
22, 2022 at a price of $0.55 per share. The closing of the offering is expected
to take place on or about August 26, 2016, subject to the satisfaction of
customary closing conditions.
Rodman & Renshaw, a unit of H.C. Wainwright & Co. (the "Placement Agent"), acted
as the exclusive placement agent in connection with the offering.
The net proceeds to CEL-SCI from the transaction, after deducting the placement
agent's fees and expenses (not including the Agent Warrants, as defined below),
CEL-SCI's estimated offering expenses, and excluding the proceeds, if any, from
the exercise of the warrants, are expected to be approximately $4.55 million.
CEL-SCI intends to use the net proceeds from the offering for its clinical
trials and general corporate purposes. CEL-SCI has not yet determined the
amount of net proceeds to be used specifically for any of the foregoing
The common stock and warrants (including the shares of common stock issuable
upon exercise of the warrants) will be offered and sold by the Company pursuant
to an effective shelf registration statement on Form S-3, which was filed with
the Securities and Exchange Commission (the "SEC") on July 1, 2015 and
subsequently declared effective on October 30, 2015 (File No. 333-205444) (the
"Registration Statement"), and the base prospectus dated as of October 30, 2015
contained therein. The Company has filed a prospectus supplement with the SEC in
connection with the sale of the common stock and warrants.
CEL-SCI has agreed to pay the Placement Agent, a cash commission of $350,000.
CEL-SCI has also agreed to issue 400,000 Series BB warrants to the Placement
Agent (the "Agent Warrants") as part of their compensation. The Agent Warrants
may be exercised at any time on or after February 22, 2017 and on or before
August 22, 2021 at a price of $0.55 per share. The Placement Agent also has a
nine-month right of first offer period, indemnification and other customary
provisions for transactions of this nature. The Agent Warrants have
substantially the same terms as the warrants issued to the investors.
On August 23, 2016, the Company issued a press release announcing that it had
commenced the offering. A copy of this press release is attached as
The forms of the Purchase Agreement and the Warrant, as well as the Engagement
Letter are filed as Exhibits 1.1, 4(g) and 10(kkk), respectively, to this
Current Report on Form 8-K. The foregoing summaries of the terms of these
documents are subject to, and qualified in their entirety by, such documents,
which are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
1.1 Placement Agent Agreement dated August 22, 2016, by and among CEL-SCI
Corporation and Rodman & Renshaw.
4 (g) Form of Warrant (Series AA).
4 (h) Placement Agent Warrant (Series BB).
5 Opinion of Hart & Hart, LLC.
10(kkk) Form of Securities Purchase Agreement
23 Consent of Hart & Hart, LLC.
99.1 Press Release dated August 23, 2016.
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