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4-Traders Homepage  >  Equities  >  Nyse MKT  >  CEL-SCI Corporation    CVM

Delayed Quote. Delayed  - 08/24 09:59:15 pm
0.49 USD   -1.47%
08/23 CEL SCI : Announces $5 Million Registered Direct Offering
08/10 CEL SCI : NEW STORY CEL-SCI Corporation Reports Third Quarter Fiscal..
08/10 CEL SCI : reports 3Q loss
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CEL SCI CORP : Entry into a Material Definitive Agreement, Financial Statements and Exhibits (form 8-K)

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08/24/2016 | 05:56pm CEST
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 purposes.

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 Exhibit 99.1.

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.

(d)      Exhibits.


Exhibit    Description

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.

© Edgar Online, source Glimpses

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08/24 CEL SCI CORP : Entry into a Material Definitive Agreement, Financial Statements ..
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Managers
NameTitle
Geert R. Kersten CEO, CFO, Treasurer, Director & CAO
Maximilian de Clara President & Director
Patricia B. Prichep Secretary & Senior Vice President-Operations
Eyal Talor Chief Scientific Officer
Alexander G. Esterhazy Independent Director
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