Colorado
|
(State or other jurisdiction of incorporation)
|
84-0916344
|
8229 Boone Blvd. #802
Vienna, Virginia 22182
(703) 506-9460
| |
(IRS Employer I.D. Number)
|
(Address, including zip code, and telephone number including area of principal executive offices)
|
Geert Kersten
8229 Boone Blvd. #802
Vienna, Virginia 22182
(703) 506-9460
|
(Name and address, including zip code, and telephone number, including area code, of agent for service)
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☒
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
☒
|
Emerging growth company
|
☐
|
Title of each Class of Securities to be Registered
|
Securities to be Registered
|
Maximum Offering Price Per Share
|
Proposed Maximum Aggregate Offering Price
|
Amount of Registration Fee
|
Common stock offered by selling shareholders
|
2,870,408 |
$2.84
|
$8,151,959 |
$1,058 |
Name of Selling Shareholder
|
Shares Owned
|
Warrant Series
|
Shares issuable upon exercise of warrants
|
Shares to be sold in this offering
|
Share ownership after offering
|
Dirk Oldenburg
|
-
|
Series Y
|
26,000
|
26,000
|
-
|
WFVII LP
|
-
|
Series HH
|
2,582
|
2,582
|
-
|
Charles Worthman
|
-
|
Series HH
|
200
|
200
|
-
|
WFVII LP
|
-
|
Series JJ
|
9,450
|
9,450
|
-
|
Harald Wengust
|
-
|
Series MM
|
35,503
|
35,503
|
-
|
Christian Schleuning
|
-
|
Series MM
|
59,172
|
59,172
|
-
|
Dirk Oldenburg
|
-
|
Series MM
|
145,858
|
145,858
|
-
|
The Edward L. Cohen 2012 Descendants Trust
|
-
|
Series MM
|
118,343
|
118,343
|
-
|
Tom Ulie
|
-
|
Series MM
|
147,929
|
147,929
|
-
|
Geert Kersten
|
1,114,538
|
Series MM
|
297,929
|
297,929
|
1,114,538
|
Angela Brandenburg
|
-
|
Series MM
|
88,757
|
88,757
|
-
|
Dirk Oldenburg
|
-
|
Series NN
|
502
|
502
|
-
|
de Clara Trust
|
321,421
|
Series NN
|
109,170
|
109,170
|
321,421
|
J.A. Wampler
|
-
|
Series NN
|
43,668
|
43,668
|
-
|
Christian Schleuning
|
-
|
Series NN
|
26,201
|
26,201
|
-
|
Heinz Matthies
|
-
|
Series NN
|
32,751
|
32,751
|
-
|
Allen H. Van Dyke
|
-
|
Series NN
|
10,917
|
10,917
|
-
|
The Edward L. Cohen 2012 Descendants Trust
|
-
|
Series NN
|
21,834
|
21,834
|
-
|
Tom Ulie
|
-
|
Series NN
|
43,668
|
43,668
|
-
|
Patricia B.Prichep
|
203,428
|
Series NN
|
10,917
|
10,917
|
203,428
|
Geert Kersten
|
-
|
Series NN
|
65,000
|
65,000
|
-
|
Angela Brandenburg
|
-
|
Series NN
|
65,502
|
65,502
|
-
|
Jurgen Benker
|
-
|
Series OO
|
20,000
|
20,000
|
-
|
Dirk Oldenburg
|
-
|
Series RR
|
1,430
|
1,430
|
-
|
Angela Brandenburg
|
-
|
Series RR
|
38,037
|
38,037
|
-
|
Geert Kersten
|
-
|
Series RR
|
173,965
|
173,965
|
-
|
de Clara Trust
|
-
|
Series RR
|
54,585
|
54,585
|
-
|
The Edward L. Cohen 2012 Descendants Trust
|
-
|
Series RR
|
70,089
|
70,089
|
-
|
Tom Ulie
|
-
|
Series RR
|
95,799
|
95,799
|
-
|
Patricia B.Prichep
|
-
|
Series RR
|
5,459
|
5,459
|
-
|
Harald Wengust
|
-
|
Series RR
|
17,752
|
17,752
|
-
|
Christian Schleuning
|
-
|
Series SS
|
13,158
|
13,158
|
-
|
Dirk Oldenburg
|
-
|
Series SS
|
26,316
|
26,316
|
-
|
J.A. Wampler
|
-
|
Series SS
|
26,316
|
26,316
|
-
|
Andreas Moosmayer
|
-
|
Series SS
|
19,100
|
19,100
|
-
|
Claudia Kuen
|
-
|
Series SS
|
1,700
|
1,700
|
-
|
Michael Lucci Jr.
|
-
|
Series SS
|
39,474
|
39,474
|
-
|
Lance S. Gad
|
-
|
Series SS
|
200,000
|
200,000
|
-
|
The Edward L. Cohen 2012 Descendants Trust
|
-
|
Series SS
|
26,316
|
26,316
|
-
|
Angela Brandenburg
|
-
|
Series SS
|
52,632
|
52,632
|
-
|
James E. Besser
|
-
|
Series SS
|
10,000
|
10,000
|
-
|
Dirk Oldenburg
|
-
|
Series TT
|
80,214
|
80,214
|
-
|
MAZ Partners LP
|
-
|
Series TT
|
40,107
|
40,107
|
-
|
The Edward L. Cohen 2012 Descendants Trust
|
-
|
Series TT
|
20,054
|
20,054
|
-
|
Angela Brandenburg
|
-
|
Series TT
|
40,107
|
40,107
|
-
|
Tom Ulie
|
-
|
Series TT
|
100,268
|
100,268
|
-
|
RBC Dominion Securities Inc. ITF Alfred G. Wirth
|
-
|
Series TT
|
20,000
|
20,000
|
-
|
Duncree Holdings Inc.
|
-
|
Series TT
|
80,214
|
80,214
|
-
|
National Bank Financial Inc.
|
-
|
Series TT
|
600
|
600
|
-
|
Howard Jonas
|
-
|
Series TT
|
20,053
|
20,053
|
-
|
de Clara Trust
|
-
|
Series UU
|
21,834
|
21,834
|
-
|
Tom Ulie
|
-
|
Series UU
|
38,319
|
38,319
|
-
|
Patricia B.Prichep
|
-
|
Series UU
|
2,183
|
2,183
|
-
|
Geert Kersten
|
-
|
Series UU
|
69,586
|
69,586
|
-
|
Angela Brandenburg
|
-
|
Series UU
|
15,787
|
15,787
|
-
|
Harald Wengust
|
-
|
Series UU
|
7,101
|
7,101
|
-
|
Bigger Capital Fund, LP
|
-
|
Series VV
|
60,000
|
60,000
|
-
|
TOTAL
|
2,870,408 |
2,870,408 |
Name of Shareholder
|
Controlling Person
| |
WFVII LP
|
Jonathan Blumberg
| |
The Edward L. Cohen 2012 Descendants Trust
|
Debra Lerner Cohen and Jeffrey B. Stern
| |
de Clara Trust
|
Ralf Brandenburg
| |
MAZ Partners LP
|
Walter Schenker
| |
RBC Dominion Securities/ITF Alfred G. Wirth
|
Alfred Wirth
| |
Duncree Holdings Inc.
|
Timothy Price
| |
National Bank Financial Inc.
|
Charles Marleau
| |
Bigger Capital Fund, LP
|
Michael Bigger
|
Series
|
Exercise Price
|
Expiration Date
|
Y
|
$12.00
|
2/15/2021
|
HH
|
$3.125
|
2/16/2022
|
JJ
|
$3.125
|
3/8/2022
|
MM
|
$1.86
|
6/22/2022
|
NN
|
$2.52
|
7/24/2022
|
OO
|
$2.52
|
7/31/2022
|
RR
|
$1.65
|
10/30/2022
|
SS
|
$2.09
|
12/18/2022
|
TT
|
$2.24
|
2/5/2023
|
UU
|
$2.80
|
6/11/2020
|
VV
|
$1.75
|
1/2/2024
|
Page
| |
PROSPECTUS SUMMARY
|
1
|
INCORPORATION OF DOCUMENTS BY REFERENCE
|
2
|
FORWARD LOOKING STATEMENTS
|
3
|
DILUTION
|
4
|
DESCRIPTION OF COMMON STOCK
|
4
|
SELLING SHAREHOLDERS
|
4
|
AVAILABLE INFORMATION
|
7
|
SEC Filing Fee
|
$2,926
|
Legal Fees and Expenses
|
12,500
|
Accounting Fees and Expenses
|
15,000
|
Miscellaneous Expenses
|
-
|
TOTAL
|
$30,426
|
NoteReference
| ||
Between October 17, 2016 and February 14, 2020, the Company issued 650,049 shares of its common stock to a number of persons in consideration of investor relations services. The 650,049 shares were valued at approximately $2,145,000.
|
A, C
| |
On February 15, 2016 the Company sold 52,000 shares of common stock and 26,000 warrants to a private investor for $624,000.
|
A, C
| |
Between January 2017 and August 2017, the Company issued warrants to persons who purchased registered shares of the Company's common stock; and the placement agent for these financings.
| ||
The warrants (Series GG through LL and Series OO through QQ) collectively allow the holders to purchase up to 3,369,868 shares of the Company's common stock at prices between $3.594 and $2.30 per share. The warrants expire on various dates between February 2022 and February 2023.
|
A, B
(as toSeries GG andHH Warrants)
| |
On June 22, 2017 the Company sold convertible notes in the principal amount of $1,510,000 to six private investors. The notes bear interest at 4% per year and are due and payable on December 22, 2017. At the option of the note holders, the notes can be converted into shares of the Company's common stock at a conversion rate of $1.69. The purchasers of the convertible notes also received warrants (Series MM) which entitle the purchasers to acquire up to 893,491 shares of the Company's common stock. The warrants are exercisable at a price of $1.86 per share and expire on June 22, 2022.
|
B, C
| |
On July 24, 2017 the Company sold convertible notes in the principal amount of $1,235,000 to twelve private investors. The notes bear interest at 4% per year and are due and payable on December 22, 2017. At the option of the note holders, the notes can be converted into shares of the Company's common stock at a conversion rate of $2.29. The purchasers of the convertible notes also received warrants (Series NN) which entitle the purchasers to acquire up to 539,300 shares of the Company's common stock. The warrants are exercisable at a price of $2.52 per share and expire on July 24, 2022.
|
A, C
|
On July 26, 2017, the Company sold 100,000 shares of its common stock to an accredited investor at a price of $2.29 per share in a registered offering. The Company also issued to the investor in this offering warrants (Series OO) to purchase 60,000 shares of the Company's common stock. The warrants can be exercised at a price of $2.52 per share at any time on or after January 31, 2018 and on or before July 31, 2022.
|
A
| |
As of August 18, 2017 the Company was indebted to Ergomed, plc for services provided by Ergomed in connection with the Company's Phase III clinical trials. On August 18, 2017 the Company issued Ergomed 480,000 shares of its common stock in partial payment of the amount the Company owed Ergomed.
|
A, C
| |
On August 22, 2017, the Company sold 1,750,000 registered shares of common stock and warrants (Series PP) to purchase 1,750,000 unregistered shares of the Company's common stock at a combined offering price of $2.00 per share and warrant. The Series PP warrants have an exercise price of $2.30 per share, are exercisable on February 28, 2018 and expire on February 28, 2023. In addition, the Company issued warrants (Series QQ) to purchase 87,500 shares of unregistered common stock to the placement agent for this financing. The Series QQ warrants have an exercise price of $2.50, are exercisable on February 22, 2018 and expire on August 22, 2022.
|
A
| |
On November 2, 2017 holders of convertible notes in the principal amount of $1,059,300 sold in June 2017 and holders of convertible notes in the principal amount of $1,235,000 sold in July 2017 agreed to extend the maturity date of these notes to September 21, 2018. In consideration for the extension of the maturity date of the convertible notes, the Company issued a total of 583,057 Series RR warrants to the convertible note holders that agreed to the extension. Each Series RR warrant entitles the holder to purchase one share of the Company's common stock. The Series RR warrants may be exercised at any time on or before October 30, 2022 at an exercise price of $1.65 per share.
|
A,C
| |
On December 19, 2017 the Company sold 1,289,478 shares of common stock for $2,450,000 to 19 private investors. The purchasers of the common stock also received warrants (Series SS) which entitle the purchasers to acquire up to 1,289,478 shares of the Company's common stock. The warrants are exercisable at a price of $2.09 per share and expire on December 18, 2022.
|
A, C
| |
As of December 31, 2017 the Company was indebted to Ergomed, plc for services provided by Ergomed in connection with the Company's Phase III clinical trials. On January 1, 2018 the Company issued Ergomed 660,000 shares of its common stock in partial payment of the amount the Company owed Ergomed.
|
A, C
| |
On February 5, 2018 the Company sold 2,501,145 shares of common stock for $4,677,140 to 20 private investors. The purchasers of the common stock also received warrants (Series TT) which entitle the purchasers to acquire up to 1,875,860 shares of the Company's common stock. The Series TT warrants have an exercise price of $2.24, are exercisable on August 6, 2018 and expire on February 5, 2023.
|
A, C
| |
As of May 15, 2018 the Company was indebted to Ergomed, plc for services provided by Ergomed in connection with the Company's Phase III clinical trials. On May 16, 2018 the Company issued Ergomed 600,000 shares of its common stock in partial payment of the amount the Company owed Ergomed.
|
A, C
| |
On June 11, 2018 holders of notes in the principal amount of $1,860,000 converted their notes into 937,804 shares of the Company's common stock. The Company issued 28,825 shares of its common stock for $80,710 in accrued but unpaid interest on the notes.
|
A, C
|
On July 2, 2018, the Company sold 3,900,000 shares of its common stock for aggregate gross proceeds of $5,070,000, or $1.30 per share, in a registered direct offering. In a concurrent private placement, the Company issued warrants (Series VV) to purchase 3,900,000 shares of CEL-SCI's common stock. The warrants can be exercised at a price of $1.75 per share, commencing six months after the date of issuance and ending five and a half years after the date of issuance. In addition, the Company issue warrants to purchase up to 195,000 shares of CEL-SCI's common stock to the Placement Agent (Series WW). The Series WW warrants are subject to a 180-day lock-up and may be exercised at any time on or after January 2, 2019 and on or before June 28, 2023 at a price of $1.625 per share.
|
A
| |
On August 13, 2018, the Company sold 463,855 shares of its common stock for aggregate gross proceeds of $385,000, or $0.83 per share, in a private placement to four officers of the Company.
|
A, C
| |
As of August 29, 2018, the Company was indebted to Ergomed, plc for services provided by Ergomed in connection with the Company's Phase III clinical trial. On August 30, 2018 the Company issued Ergomed 1,000,000 shares of its common stock in payment of the amounts it owed Ergomed.
|
A, C
| |
As of January 8, 2019, the Company had outstanding payables to Ergomed, plc for services provided by Ergomed in connection with the Company's Phase III clinical trial. On January 9, 2019 the Company issued Ergomed 500,000 shares of its common stock in payment of the amounts it owed Ergomed.
|
A, C
| |
On May 7, 2019, the Company sold 30,612 shares of its common stock for aggregate gross proceeds of $210,000, or $6.86 per share, in a private placement to four officers and a director of the Company.
|
A, C
| |
On June 3, 2019, the Company sold 6,631 shares of its common stock for aggregate gross proceeds of $25,000, or $3.77 per share, in a private placement to the Chief Executive Officer of the Company.
|
A, C
| |
On August 15, 2019 the Company issued Ergomed 250,000 shares of its common stock in payment for services.
|
A, C
| |
On September 4, 2019, the Company sold 7,962 shares of its common stock for aggregate gross proceeds of $57,000, or $7.16 per share, in a private placement to three officers of the Company.
|
A, C
| |
On October 25, 2019, the Company sold 3,725 shares of its common stock for aggregate gross proceeds of $25,000, or $6.71 per share, in a private placement to the Chief Executive Officer of the Company.
|
A, C
| |
On January 10, 2020, the Company sold 6,631 shares of its common stock for aggregate gross proceeds of $50,000, or $7.54 per share, in a private placement to the Chief Executive Officer of the Company.
|
A, C
|
3(a)
|
Articles of Incorporation
|
Incorporated by reference to Exhibit 3(a) of CEL-SCI's combined Registration Statement on Form S-1 and Post-Effective Amendment ('Registration Statement'), Registration Nos. 2-85547-D and 33-7531.
| ||
3(b)
|
Amended Articles
|
Incorporated by reference to Exhibit 3(a) of CEL-SCI's Registration Statement on Form S-1, Registration Nos. 2-85547-D and 33-7531.
| ||
3(c)
|
Amended Articles (Name change only)
|
Filed as Exhibit 3(c) to CEL-SCI's Registration Statement on Form S-1 Registration Statement (No. 33-34878).
| ||
3(d)
|
Bylaws
|
Incorporated by reference to Exhibit 3(b) of CEL-SCI's Registration Statement on Form S-1, Registration Nos. 2-85547-D and 33-7531.
| ||
3(e) |
Amended Bylaws
|
Incorporated by reference to Exhibit 3(ii) of CEL-SCI's report on Form 8-K dated March 16, 2015.
| ||
4 |
Shareholders Rights Agreement, as Amended
|
Incorporated by reference to Exhibit 4 filed with CEL-SCI's 10-K report for the year ended September 30, 2015.
| ||
4(b) |
Incentive Stock Option Plan
|
Incorporated by reference to Exhibit 4 (b) filed on September 25, 2012 with the Company's registration statement on Form S¬8 (File number 333-184092).
| ||
4(c) |
Non-Qualified Stock Option Plan
|
Incorporated by reference to Exhibit 4 (b) filed on August 19, 2014 with the Company's registration statement on Form S¬8 (File number 333-198244).
| ||
4(d) |
Stock Bonus Plan
|
Incorporated by reference to Exhibit 4 (d) filed on September 25, 2012 with the Company's registration statement on Form S¬8 (File number 333-184092).
| ||
4(e) |
Stock Compensation Plan
|
Incorporated by reference to Exhibit 4 (e) filed on September 25, 2012 with the Company's registration statement on Form S¬8 (File number 333-184092).
| ||
4(f) |
2014 Incentive Stock Bonus Plan
|
Incorporated by reference to Exhibit 4 (c) filed with the Company's registration statement on Form S-8 (333-198244).
| ||
Legal Opinion
| ||||
10(l) |
First Amendment to Development Supply and Distribution Agreement with Orient Europharma.
|
Incorporated by reference to Exhibit 10(m) filed with CEL-SCI's 10-K report for the year ended September 30, 2010.
| ||
10(m) |
Exclusive License and Distribution Agreement with Teva Pharmaceutical Industries Ltd.
|
Incorporated by reference to Exhibit 10(n) filed with CEL-SCI's 10-K report for the year ended September 30, 2010.
| ||
10(n) |
Lease Agreement
|
Incorporated by reference to Exhibit 10(o) filed with CEL-SCI's 10-K report for the year ended September 30, 2010.
| ||
10(p)
|
Licensing Agreement with Byron
Biopharma
|
Incorporated by reference to Exhibit 10(i) of CEL-SCI's report on Form 8-K dated March 27, 2009
| ||
10(z)
|
Development, Supply and Distribution Agreement with Orient Europharma
|
Incorporated by reference to Exhibit 10(z) filed with CEL-SCI's report on Form 10-K for the year ended September 30, 2003.
| ||
10(ii) |
Securities Purchase Agreement and the form of the Series R warrant, which is an exhibit to the Securities Purchase Agreement
|
Incorporated by reference to Exhibit 10(ii) of CEL-SCI's report on Form 8-K dated December 5, 2012.
| ||
10(nn) |
Underwriting Agreement, together with the form of Series S warrant which is an exhibit to the underwriting agreement
|
Incorporated by reference to Exhibit 1.1 of CEL-SCI's report on Form 8-K dated October 8, 2013.
|
10(oo) |
Underwriting Agreement, together with the form of Series S warrant which is an exhibit to the Underwriting Agreement.
|
Incorporated by reference to Exhibit 1.1 of CEL-SCI's report on Form 8-K dated December 19, 2013.
| ||
10(pp) |
Underwriting Agreement, together with the form of Series T warrant which is an exhibit to the warrant agent agreement
|
Incorporated by reference to Exhibit 1.1 of CEL-SCI's report on Form 8-K dated April 15, 2014.
| ||
10(qq) |
Underwriting Agreement, together with the form of Series S warrant which is an exhibit to the warrant agent agreement
|
Incorporated by reference to Exhibit 1.1 of CEL-SCI's report on Form 8-K dated October 23, 2014.
| ||
10(rr) |
Assignment and Assumption Agreement with Teva Pharmaceutical Industries, Ltd. and GCP Clinical Studies, Ltd.
|
Incorporated by reference to Exhibit 10(rr) of CEL-SCI's report on Form 10-K/A report for the year ended September 30, 2014 dated April 17, 2015.
| ||
10(ss) |
Service Agreement with GCP Clinical Studies, Ltd., together with Amendment 1 thereto*
|
Incorporated by reference to Exhibit 10(ss) of CEL-SCI's first amendment to its Form 10-K report for the year ended September 30, 2014 dated April 17, 2015.
| ||
10 (tt) |
Joinder Agreement with PLIVA Hrvatska d.o.o.
|
Incorporated by reference to Exhibit 10(tt) of CEL-SCI's first amendment to its Form 10-K report for the year ended September 30, 2014 dated April 17, 2015.
| ||
10 (uu) |
Master Service Agreement with Ergomed Clinical Research, Ltd., and Clinical Trial Orders thereunder
|
Incorporated by reference to Exhibit 10(uu) of CEL-SCI's first amendment to its Form 10-K report for the year ended September 30, 2014 dated April 17, 2015.
| ||
10 (vv) |
Co-Development and Revenue Sharing Agreement with Ergomed Clinical Research Ltd., dated April 19, 2013, as amended
|
Incorporated by reference to Exhibit 10(vv) of CEL-SCI's first amendment to its Form 10-K report for the year ended September 30, 2014 dated April 17, 2015.
| ||
10 (ww) |
Co-Development and Revenue Sharing Agreement II: Cervical Intraepithelial Neoplasia in HIV/HPV co-infected women, with Ergomed Clinical Research Ltd., dated October 10, 2013, as amended
|
Incorporated by reference to Exhibit 10(ww) of CEL- first amendment to its Form 10-K report for the year ended September 30, 2014 dated April 17, 2015.
| ||
10 (xx) |
Co-Development and Revenue Sharing Agreement III: Anal warts and anal intraepithelial neoplasia in HIV/HPV co-infected patients, with Ergomed Clinical Research Ltd., dated October 24, 2013
|
Incorporated by reference to Exhibit 10(xx) of CEL-SCI's first amendment to its Form 10-K report for the year ended September 30, 2014 dated April 17, 2015.
| ||
10 (yy) |
Master Services Agreement with Aptiv Solutions, Inc.
|
Incorporated by reference to Exhibit 10(yy) of CEL-SCI's first amendment to its Form 10-K report for the year ended September 30, 2014 dated April 17, 2015.
| ||
10 (zz) |
Project Agreement Number 1 with Aptiv Solutions, Inc. together with Amendments 1 and 2 thereto*
|
Incorporated by reference to Exhibit 10(zz) of CEL-SCI's first amendment to its Form 10-K report for the year ended September 30, 2014 dated April 17, 2015.
|
10 (aaa) |
Second Amendment to Development Supply and Distribution Agreement with Orient Europharma
|
Incorporated by reference to Exhibit 10(aaa) of CEL-SCI's first amendment to its Form 10-K report for the year ended September 30, 2014 dated April 17, 2015.
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10 (ddd) |
Warrant Agent Agreement (as amended), Series V warrants
|
Incorporated by reference to Exhibit 10 (ccc) of CEL-SCI's report on Form 8-K filed on May 29, 2015.
| ||
10 (eee) |
Assignment of Proceeds and Investment Agreement between CEL-SCI Corporation and Lake Whillans Vehicle 1.
|
Incorporated by reference to Exhibit 10 (ddd) of CEL-SCI's report on Form 8-K filed on October 16, 2015.
| ||
10 (ggg) |
Warrant Agent Agreement, Series W warrants
|
Incorporated by reference to Exhibit 10 (eee) of CEL-SCI's report on Form 8-K filed on October 23, 2015.
| ||
10 (jjj) |
Securities Purchase Agreement
|
Incorporated by reference to Exhibit 10(jjj) of CEL-SCI's report on Form 8-K dated May 19, 2016.
| ||
10 (kkk) |
Securities Purchase Agreement
|
Incorporated by reference to Exhibit 10(kkk) of CEL-SCI's report on Form 8-K dated August 24, 2016.
| ||
10 (lll) |
Termination Agreement with Maximilian de Clara
|
Incorporated by reference to Exhibit 10(lll) of CEL-SCI's report on Form 8-K dated September 2, 2016.
| ||
10(mmm) |
Employment Agreement with Geert Kersten (2016-2019)
|
Incorporated by reference to Exhibit 10(mmm) of CEL-SCI's report on Form 8-K dated September 2, 2016.
| ||
10 (nnn) |
Employment Agreement with Patricia Prichep (2016-2019)
|
Incorporated by reference to Exhibit 10(nnn) of CEL-SCI's report on Form 8-K dated September 2, 2016.
| ||
10 (ooo) |
Employment Agreement with Eyal Taylor (2016-2019)
|
Incorporated by reference to Exhibit 10(ooo) of CEL-SCI's report on Form 8-K dated September 2, 2016.
| ||
10 (ppp) |
Securities Purchase Agreement
|
Incorporated by reference to Exhibit 10(ppp) of CEL-SCI's report on Form 8-K dated December 1, 2016.
| ||
10 (qqq) |
Securities Purchase Agreement
|
Incorporated by reference to Exhibit 10(qqq) of CEL-SCI's report on Form 8-K dated February 16, 2017.
| ||
10 (rrr) |
Securities Purchase Agreement
|
Incorporated by reference to Exhibit 10(rrr) of CEL-SCI's report on Form 8-K dated March 8, 2017.
| ||
10 (sss) |
Securities Purchase Agreement
|
Incorporated by reference to Exhibit 10(sss) of CEL-SCI's report on Form 8-K dated April 30, 2017.
| ||
10 (ttt) |
Securities Purchase Agreement (sale of 100,000 shares to private investor, plus Series OO warrants).
|
Incorporated by reference to Exhibit 10(ttt) of CEL-SCI's report on Form 8-K dated July 27, 2017.
| ||
10 (uuu) |
Securities Purchase Agreement with Ergomed
|
Incorporated by reference to Exhibit 10(uuu) of CEL-SCI's report on Form 8-K dated August 17, 2017.
| ||
10 (vvv) |
Securities Purchase Agreement
|
Incorporated by reference to Exhibit 10(vvv) of CEL-SCI's report on Form 8-K dated August 22, 2017
| ||
10 (www) |
Amendment No. 1 to Assignment of Proceeds and Investment Agreement
|
Incorporated by reference to Exhibit 10(www) of CEL-SCI's report on Form 8-K dated November 2, 2017.
|
10 (xxx) |
Amendment to Convertible Promissory Notes
|
Incorporated by reference to Exhibit 10(xxx) of CEL-SCI's registration statement on Form S-1 dated January 5, 2018.
| ||
10 (zzz) |
Securities Purchase Agreement with Ergomed
|
Incorporated by reference to Exhibit 10(zzz) of CEL-SCI's report on Form 8-K dated January 1, 2018.
| ||
10.1 |
Securities Purchase Agreements (December 2017 Financing)
|
Incorporated by reference to Exhibit 10.1 of CEL-SCI's registration statement on Form S-1 dated January 5, 2018.
| ||
10.2 |
Securities Purchase Agreements (February 2018 Financing)
|
Incorporated by reference to Exhibit 10.1 of CEL-SCI's registration statement on Form S-1 dated February 14, 2018.
| ||
10.3 |
Securities Purchase Agreement with Ergomed
|
Incorporated by reference to Exhibit 10.3 of CEL-SCI's report on Form 8-K dated May 21, 2018.
| ||
10.4 |
Securities Purchase Agreement
|
Incorporated by reference to Exhibit 10.4 of CEL-SCI's report on Form 8-K dated June 29, 2018.
| ||
10.5 |
Securities Purchase Agreement
|
Incorporated by reference to Exhibit 10.5 of CEL-SCI's report on Form 8-K dated August 31, 2018.
| ||
10.6 |
Securities Purchase Agreement with Ergomed
|
Incorporated by reference to Exhibit 10.6 of CEL-SCI's report on Form 8-K dated August 16, 2019.
| ||
10.7 |
2019 Non-Qualified Stock Option Plan
|
Incorporated by reference to Exhibit 10.7 of CEL-SCI's report on Form 8-K dated October 15, 2019.
| ||
10.8 |
2019 Stock Compensation Plan
|
Incorporated by reference to Exhibit 10.8 of CEL-SCI's report on Form 8-K dated October 15, 2019.
| ||
Consent of Hart & Hart, LLC
| ||||
Consent of BDO USA, LLP
|
CEL-SCI CORPORATION
| |||
By:
|
/s/ Geert Kersten
| ||
Geert Kersten
| |||
Chief Executive, Financial andAccounting Officer
|
Signature
|
Title
|
Date
| ||
/s/ Geert Kersten
|
Chief Executive, Financial andAccounting Officer
|
February 20, 2020
| ||
Geert Kersten
| ||||
/s/ Peter R. Young
|
Director
|
February 20, 2020
| ||
Peter R. Young
| ||||
/s/ Bruno Baillavoine
|
Director
|
February 20, 2020
| ||
Bruno Baillavoine
| ||||
/s/ Robert Watson
|
Director
|
February 20, 2020
| ||
Robert Watson
|
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CEL-SCI Corporation published this content on 20 February 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 February 2020 22:50:20 UTC