Item 1.01 Entry Into a Material Definitive Agreement.
On December 1, 2016, CEL-SCI Corporation ("CEL-SCI") entered into a securities
purchase agreement whereby it agreed to issue and sell in a public offering
34,024,000 shares of its common stock, as well as warrants to purchase common
stock, for gross proceeds of $4,253,000.
Each share of common stock will be offered and sold to the public with one half
of one Series CC warrant, one Series DD warrant and one Series EE warrant for
the combined public purchase price of $0.125.
Each Series CC warrant has an exercise price of $0.20 per share, is immediately
exercisable and will expire on December 7, 2021;
Each Series DD warrant has an exercise price of $0.18 per share, is immediately
exercisable and will expire on June 7, 2017; and
Each Series EE warrant has an exercise price of $0.18 per share, is immediately
exercisable and will expire on September 7, 2017.
The shares of common stock and warrants will be issued separately.
The closing of the offering is expected to take place on or about December 7,
2016, subject to the satisfaction of customary closing conditions.
The net proceeds to CEL-SCI from the offering, after deducting the placement
agent's discounts and commissions and estimated offering expenses, and excluding
the proceeds, if any, from the exercise of the warrants, are expected to be
approximately $3.68 million. CEL-SCI intends to use the net proceeds from the
offering primarily to fund our Phase 3 clinical trial of Multikine for head and
neck cancer, to fund the Phase 1 trial of Multikine in HIV/HPV co-infected
patients with anal warts, and for general corporate purposes.
The common stock and warrants (including the shares of common stock issuable
upon exercise of the warrants) were offered by CEL-SCI 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"), as supplemented by a preliminary prospectus supplement filed with
the Securities and Exchange Commission (the "SEC") on December 1, 2016 and a
final prospectus supplement to be filed with the SEC pursuant to Rule 424(b)
under the Securities Act of 1933, as amended.
Rodman & Renshaw, a unit of H.C. Wainwright & Co. (the "placement agent"), is
acting as the exclusive placement agent in connection with the offering.
We have agreed to pay the placement agent a total cash fee equal to 7% of the
gross proceeds of this offering and a management fee equal to 1% of the gross
proceeds of this offering. In addition, we have agreed to reimburse the
placement agent for its accountable and out-of-pocket expenses, including
aggregate legal fees and expenses, in the aggregate amount of $125,000.
We have also agreed to issue to the placement agent warrants to purchase up to
1,701,200 shares (5% of the aggregate number of shares of common stock sold in
this offering). The placement agent warrants will have substantially the same
terms as the Series CC Warrants being sold to the investors in this offering,
except that the termination date of the placement agent warrants will be no more
than five years from the effective date of this offering and the exercise price
will equal to 125% of the public offering price. Except in certain limited
circumstances, the placement agent warrants, and any shares issued upon the
exercise of the placement agent warrants, may not be sold, transferred,
assigned, pledged, or hypothecated, or be the subject of any hedging, short
sale, derivative, put or call transaction that would result in the effective
economic disposition of the securities by any person for a period of 180 days
immediately following the date of effectiveness or commencement of this
On December 1, 2016, the Company issued a press release announcing that it had
commenced the offering. A copy of this press release is attached as
On December 2, 2016, the Company issued a press release announcing that it had
priced the offering. A copy of this press release is attached as Exhibit 99.2.
The foregoing summaries of the terms of these documents and agreements are
subject to, and qualified in their entirety by, such documents and agreements
which are filed as exhibits to this Current Report on Form 8-K and are
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
1.1 Letter Agreement dated November 18, 2016, by and among CEL-SCI
Corporation and Rodman & Renshaw, as amended on December 1, 2016.
4 (i) Form of Warrant - Series CC
4 (j) Form of Warrant - Series DD
4 (k) Form of Warrant - Series EE
4 (l) Placement Agent Warrant - Series FF
5 Opinion of Hart & Hart, LLC.
10(ppp) Form of Securities Purchase Agreement
23 Consent of Hart & Hart, LLC.
99.1 Press Release dated December 1, 2016.
99.2 Press Release dated December 2, 2016
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