As filed with the Securities and Exchange Commission on July __, 2003.
Registration No 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
Registration Statement Under
THE SECURITIES ACT OF 1933
CEL-SCI Corporation
(Exact name of registrant as specified in charter)
Colorado
(State or other jurisdiction of incorporation)
8229 Boone Blvd. #802
Vienna, Virginia 22182
84-09l6344 (703) 506-9460
---------- ---------------------
IRS Employer I.D. (Address, including zip code, and telephone
Number) 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)
Copies of all communications, including all communications sent to
the agent for service, should be sent to:
William T. Hart, Esq.
Hart & Trinen
1624 Washington Street
Denver, Colorado 80203
(303) 839-0061
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after this Registration Statement
becomes effective as determined by market conditions
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Title of each Proposed Proposed
Class of Maximum Maximum
Securities Securities Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share (1) Price Fee (3)
---------- ---------- --------- --------- ------------
Common stock (2) (2) (2) (2)
Total $10,000,000 $10,000,000 $920
=========== =========== ====
--------------------------------------------------------------------------------
(1) The amount of registration fee, calculated in accordance with Rule 457(o),
is the maximum aggregate offering price at which the securities subject to
this registration statement are proposed to be offered.
(2) There are being registered hereunder an indeterminate number of shares of
Common Stock as may be sold, from time to time, by the Company.
The Company hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of l933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
PROSPECTUS
CEL-SCI CORPORATION
Common Stock
CEL-SCI Corporation may offer from time to time shares of common stock at
an initial offering price not to exceed $10,000,000, at prices and on terms to
be determined at or prior to the time of sale in light of market conditions at
the time of sale.
Specific terms pertaining to the shares of common stock offered by this
prospectus will be set forth in one or more accompanying prospectus supplements,
together with the terms of the offering and the initial price and the net
proceeds to CEL-SCI from the sale. The prospectus supplement will set forth,
without limitation, the number of shares of common stock and the terms of the
offering and sale of such shares.
CEL-SCI may sell the shares of common stock offered by this prospectus
directly, through agents designated from time to time, or through underwriters
or dealers. If any agents of CEL-SCI or any underwriters or dealers are involved
in the sale of the securities, the names of the agents, underwriters or dealers,
any applicable commissions and discounts, and the net proceeds to the Company
will be set forth in the applicable prospectus supplement.
CEL-SCI may not use this prospectus to complete sales of its common stock
unless this prospectus is accompanied by a prospectus supplement.
The securities offered by this prospectus are speculative and involve a
high degree of risk and should be purchased only by persons who can afford to
lose their entire investment. For a description of certain important factors
that should be considered by prospective investors, see "Risk Factors" beginning
on page __ of this prospectus.
Neither the Securities and Exchange Commission nor any State Securities
Commission has Approved or Disapproved of these Securities or has Passed Upon
the Accuracy or Adequacy of This prospectus. Any Representation to the Contrary
is a Criminal Offense.
CEL-SCI's common stock is traded on the American Stock Exchange under the
symbol "CVM". On July __, 2003 the closing price of CEL-SCI's Common on the
American Stock Exchange was $_____.
The date of this prospectus is July __, 2003
PROSPECTUS SUMMARY
THIS SUMMARY IS QUALIFIED BY THE MORE DETAILED INFORMATION APPEARING ELSEWHERE
IN THIS PROSPECTUS.
CEL-SCI
CEL-SCI Corporation was formed as a Colorado corporation in 1983. CEL-SCI
is involved in the research and development of certain drugs and vaccines.
CEL-SCI manufactures MULTIKINE(R), its first, and main product, using CEL-SCI's
proprietary cell culture technologies. CEL-SCI is testing MULTIKINE to determine
if it is effective in creating an anti-cancer immune response in head and neck
cancer patients, and in HIV-infected women with Human Papilloma Virus induced
cervical dysplasia, the precursor stage before the development of cervical
cancer.
LEAPS, another technology of CEL-SCI, is being tested by CEL-SCI to
determine if it is effective in developing potential treatments and/or vaccines
against various diseases. Present target diseases are herpes simplex, malaria
and autoimmune myocarditis.
Before human testing can begin with respect to a drug or biological
product, preclinical studies are conducted in laboratory animals to evaluate the
potential efficacy and the safety of a product. Human clinical studies generally
involve a three-phase process. The initial clinical evaluation, Phase I,
consists of administering the product and testing for safe and tolerable dosage
levels. Phase II trials continue the evaluation of safety and determine the
appropriate dosage for the product, identify possible side effects and risks in
a larger group of subjects, and provide preliminary indications of efficacy.
Phase III trials consist of testing for actual clinical efficacy within an
expanded group of patients at geographically dispersed test sites.
CEL-SCI has funded the costs associated with the clinical trials relating
to CEL-SCI's technologies, research expenditures and CEL-SCI's administrative
expenses with the public and private sales of shares of CEL-SCI's common stock
and borrowings from third parties, including affiliates of CEL-SCI.
CEL-SCI does not expect to develop commercial products for several years,
if at all. CEL-SCI has had operating losses since its inception, had an
accumulated deficit of approximately $(83,000,000) at March 31, 2003 and expects
to incur substantial losses for the foreseeable future.
CEL-SCI's executive offices are located at 8229 Boone Blvd., #802, Vienna,
Virginia 22182, and its telephone number is (703) 506-9460.
THE OFFERING
Securities Offered:
CEL-SCI may offer from time to time shares of common stock at an initial
offering price not to exceed $10,000,000, at prices and on terms to be
determined at or prior to the time of sale in light of market conditions at the
time of sale. CEL-SCI may not use this prospectus to complete sales of its
common stock unless this prospectus is accompanied by a prospectus supplement.
Common Stock Outstanding: As of June 20, 2003 CEL-SCI had
58,434,789 shares of common stock issued and
outstanding. The number of outstanding shares does
not give effect to shares which may be issued upon
the exercise and/or conversion of options, warrants
or other convertible securities which have been
issued by CEL-SCI. See "Comparative Share Data".
Risk Factors: The purchase of the securities offered by this
prospectus involves a high degree of risk. Risk
factors include the lack of revenues and history of
loss, need for additional capital and need for FDA
approval. See the "Risk Factors" section of this
prospectus for additional Risk Factors.
AMEX Symbol: CVM
Summary Financial Data
Results of Operations:
Six Months Ended Years Ended September 30,
March 31, 2003 2002 2001
-------------- ---- ----
Grant Revenue and Other: $135,642 $ 384,939 $ 293,871
-------- ---------- ------------
Expenses:
Research and Development 935,988 4,699,909 7,762,213
Depreciation and Amortization 95,933 226,514 209,121
General and Administrative 1,180,859 1,754,332 3,432,437
Interest Income (28,950) (85,322) (376,221)
Interest Expense 666,858 2,131,750 --
------- --------- ----------------
Net Loss $(2,715,046) $(8,342,244) $(10,733,679)
Accrued Dividends on Preferred
Stock (3,921) (202,987) (53,153)
Accretion of Beneficial
Conversion Feature on
Preferred stock (68,301) (1,444,757) (317,419)
------ ----------- ---------
Net Loss Attributable to
Common Stockholders $(2,787,268) $(9,989,988) $(11,104,251)
============ ============ =============
Net loss per common share
(basic and diluted) $(0.06) $(0.35) $(0.51)
=============== ============ =============
Weighted average common
shares outstanding 44,852,886 28,746,341 21,824,273
============== ============ =============
Balance Sheet Data:
March 31, 2003 September 30, 2002 September 30, 2001
Working Capital $ 291,750 $ 690,804 $2,807,229
Total Assets 2,900,054 3,771,258 4,508,920
Convertible Debt (included in
total liabilities) 281,490 639,288 --
Total Liabilities 2,126,064 2,709,087 507,727
Stockholders' Equity 773,990 1,062,171 4,001,193
Forward Looking Statements
This prospectus contains various forward-looking statements that are based
on CEL-SCI's beliefs as well as assumptions made by and information currently
available to CEL-SCI. When used in this prospectus, the words "believe",
"expect", "anticipate", "estimate" and similar expressions are intended to
identify forward-looking statements. Such statements may include statements
regarding seeking business opportunities, payment of operating expenses, and the
like, and are subject to certain risks, uncertainties and assumptions which
could cause actual results to differ materially from projections or estimates.
Factors which could cause actual results to differ materially are discussed at
length under the heading "Risk Factors". Should one or more of the enumerated
risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those anticipated, estimated
or projected. Investors should not place undue reliance on forward-looking
statements, all of which speak only as of the date made.
RISK FACTORS
Investors should be aware that this offering involves the risks described
below, which could adversely affect the price of CEL-SCI's common stock. In
addition to the other information contained in this prospectus, the following
factors should be considered carefully in evaluating an investment in the shares
offered by this prospectus.
RISKS RELATED TO CEL-SCI
Since CEL-SCI Has Earned Only Limited Revenues and Has a History of Losses,
CEL-SCI Will Require Additional Capital to Remain in Operation.
CEL-SCI has had only limited revenues since it was formed in 1983. Since
the date of its formation and through March 31, 2003 CEL-SCI incurred net losses
of approximately $(83,000,000). During the years ended September 30, 2000, 2001
and 2002 CEL-SCI suffered losses of $(8,478,397), $(10,733,679) and $(8,342,244)
respectively. CEL-SCI has relied principally upon the proceeds of public and
private sales of securities to finance its activities to date. All of CEL-SCI's
potential products are in the early stages of development, and any commercial
sale of these products will be many years away. Accordingly, CEL-SCI expects to
incur substantial losses for the foreseeable future.
There can be no assurance CEL-SCI will be profitable. At the present time,
CEL-SCI intends to use available funds to finance CEL-SCI's operations.
Accordingly, while payment of dividends rests within the discretion of the Board
of Directors, no common stock dividends have been declared or paid by CEL-SCI.
CEL-SCI does not presently intend to pay dividends on its common stock and there
can be no assurance that common stock dividends will ever be paid.
If Cost Estimates for Clinical Trials and Research Are Inaccurate, CEL-SCI Will
Require Additional Capital.
CEL-SCI's estimates of the costs associated with future clinical trials
and research may be substantially lower than the actual costs of these
activities. If CEL-SCI's cost estimates are incorrect, CEL-SCI will need
additional funding for its research efforts.
If Cel-Sci cannot obtain additional capital, Cel-Sci may have to delay or
postpone development and research expenditures which may influence Cel-Sci's
ability to produce a timely and competitive product.
Clinical and other studies necessary to obtain approval of a new drug can
be time consuming and costly, especially in the United States, but also in
foreign countries. The different steps necessary to obtain regulatory approval,
especially that of the Food and Drug Administration, involve significant costs
and may require several years to complete. CEL-SCI expects that it will need
additional financing over an extended period of time in order to fund the costs
of future clinical trials, related research, and general and administrative
expenses.
Any failure to obtain or any delay in obtaining required regulatory approvals
may adversely affect the ability of CEL-SCI or potential licensees to
successfully market any products they may develop.
Therapeutic agents, drugs and diagnostic products are subject to approval,
prior to general marketing, by the FDA in the United States and by comparable
agencies in most foreign countries. The process of obtaining FDA and
corresponding foreign approvals is costly and time consuming, particularly for
pharmaceutical products such as those which might ultimately be developed by
CEL-SCI, VTI or its licensees, and there can be no assurance that such approvals
will be granted. Also, the extent of adverse government regulations which might
arise from future legislative or administrative action cannot be predicted.
CEL-SCI has, at the present time, only one source of multikine and if this
source could not, for any reason, supply CEL-SCI with Multikine, CEL-SCI
estimates that it would take approximately six to ten months to obtain supplies
of Multikine under an alternative manufacturing arrangement, in which case
CEL-SCI may have to delay its research and development activities.
CEL-SCI has an agreement with an unrelated corporation for the production,
until 2006, of Multikine. CEL-SCI does not know what cost it would incur to
obtain an alternative source of supply.
CEL-SCI may not be able to achieve or maintain a competitive position and other
technological developments may result in CEL-SCI's proprietary technologies
becoming uneconomical or obsolete.
The biomedical field in which CEL-SCI is involved is undergoing rapid and
significant technological change. The successful development of therapeutic
agents from CEL-SCI's compounds, compositions and processes through
CEL-SCI-financed research or as a result of possible licensing arrangements with
pharmaceutical or other companies, will depend on its ability to be in the
technological forefront of this field.
Many pharmaceutical and biotechnology companies are developing products
for the prevention or treatment of cancer and infectious diseases. Many of these
companies have substantial financial, research and development, and marketing
resources and are capable of providing significant long-term competition either
by establishing in-house research groups or by forming collaborative ventures
with other entities. In addition, both smaller companies and non-profit
institutions are active in research relating to cancer and infectious diseases
and are expected to become more active in the future.
CEL-SCI's Patents Might Not Protect CEL-SCI's Technology from competitors, in
which case CEL-SCI may not have any advantage over competitors in selling any
products which it may develop.
Certain aspects of CEL-SCI's technologies are covered by U.S. and foreign
patents. In addition, CEL-SCI has a number of patent applications pending. There
is no assurance that the applications still pending or which may be filed in the
future will result in the issuance of any patents. Furthermore, there is no
assurance as to the breadth and degree of protection any issued patents might
afford CEL-SCI. Disputes may arise between CEL-SCI and others as to the scope
and validity of these or other patents. Any defense of the patents could prove
costly and time consuming and there can be no assurance that CEL-SCI will be in
a position, or will deem it advisable, to carry on such a defense. Other private
and public concerns, including universities, may have filed applications for, or
may have been issued, patents and are expected to obtain additional patents and
other proprietary rights to technology potentially useful or necessary to
CEL-SCI. The scope and validity of such patents, if any, the extent to which
CEL-SCI may wish or need to acquire the rights to such patents, and the cost and
availability of such rights are presently unknown. Also, as far as CEL-SCI
relies upon unpatented proprietary technology, there is no assurance that others
may not acquire or independently develop the same or similar technology.
CEL-SCI's first MULTIKINE patent expired in 2000. Since CEL-SCI does not know if
it will ever be able to sell MULTIKINE on a commercial basis, CEL-SCI cannot
predict what effect the expiration of this patent will have on CEL-SCI.
Notwithstanding the above, CEL-SCI believes that trade secrets and later issued
patents will protect the technology associated with MULTIKINE.
Although CEL-SCI has product liability insurance for Multikine, the successful
prosecution of a product liability case against CEL-SCI could have a materially
adverse effect upon its business if the amount of any judgment exceeds CEL-SCI's
insurance coverage.
CEL-SCI is dependent for its success on the continued availability of its
executive officers and the loss of management and scientific personnel could
adversely affect CEL-SCI.
The loss of the services of any of CEL-SCI's executive officers could have
an adverse effect on CEL-SCI's business. CEL-SCI does not carry key man life
insurance on any of its officers. CEL-SCI's future success will also depend upon
its ability to attract and retain qualified scientific personnel. There can be
no assurance that CEL-SCI will be able to hire and retain such necessary
personnel.
RISKS RELATED TO THIS OFFERING
Since the Market Price for CEL-SCI's Common Stock is Volatile, Investors in This
Offering May Not Be Able to Sell Any of CEL-SCI's Shares at a Profit.
The market price of CEL-SCI's common stock, as well as the securities of
other biopharmaceutical and biotechnology companies, have historically been
highly volatile, and the market has from time to time experienced significant
price and volume fluctuations that are unrelated to the operating performance of
particular companies. Factors such as fluctuations in CEL-SCI's operating
results, announcements of technological innovations or new therapeutic products
by CEL-SCI or its competitors, governmental regulation, developments in patent
or other proprietary rights, public concern as to the safety of products
developed by CEL-SCI or other biotechnology and pharmaceutical companies, and
general market conditions may have a significant effect on the market price of
CEL-SCI's common stock.
Shares issuable upon the exercise of options and warrants, the conversion
of promissory notes or in connection with CEL-SCI's equity line of credit may
substantially increase the number of shares available for sale in the public
market and may depress the price of CEL-SCI's common stock.
Options
CEL-SCI has issued options to its officers, directors, employees and
consultants which allow the holders to acquire additional shares of CEL-SCI's
common stock. In some cases CEL-SCI has agreed that, at its expense, it will
make appropriate filings with the Securities and Exchange Commission so that the
securities issuable upon the exercise of the options will be available for
public sale. Such filings could result in substantial expense to CEL-SCI and
could hinder future financings by CEL-SCI.
Until the options expire, the holders will have an opportunity to profit
from any increase in the market price of CEL-SCI's common stock without assuming
the risks of ownership. Holders of the options may exercise them at a time when
CEL-SCI could obtain additional capital on terms more favorable than those
provided by the options. The exercise of the options will dilute the voting
interest of the owners of presently outstanding shares of CEL-SCI's common stock
and may adversely affect the ability of CEL-SCI to obtain additional capital in
the future. The sale of the shares of common stock issuable upon the exercise of
the options could adversely affect the market price of CEL-SCI's stock.
Series E, F, G and I Warrants
In August 2001 three private investors exchanged their warrants for
CEL-SCI's Series E warrants. The Series E warrants collectively allow the
holders to purchase up to 815,351 shares of CEL-SCI's common stock at a price of
$1.19 per share at any time prior to August 16, 2004.
In December 2001 and January 2002, CEL-SCI sold Series F convertible
notes, plus Series F warrants, to a group of private investors for $1,600,000.
As of December 31, 2002 all of the Series F notes had been converted into
6,592,461 shares of CEL-SCI's common stock. The Series F warrants collectively
allow the holders to purchase up to 420,000 shares of CEL-SCI's common stock at
a price of $0.153 per share at any time prior to December 31, 2008.
In July and September 2002 CEL-SCI sold Series G convertible notes, plus
Series G warrants, to a group of private investors for $1,300,000. As of June
20, 2003 all of the Series G notes had been converted into 8,385,728 shares of
CEL-SCI's common stock. The Series G warrants collectively allow the holders to
purchase up to 450,000 shares of CEL-SCI's common stock at a price of $0.145 per
share at any time prior to July 12, 2009.
In May 2003 CEL-SCI sold shares of its common stock plus Series I
warrants to a private investor. The Series I warrants allow the holder to
purchase 1,100,000 shares of CEL-SCI's common stock at a price of $0.47 per
share at any time prior to May 30, 2006.
The exercise price of the Series F and G warrants, and the number of
shares issuable upon the exercise of the Series F and G warrants, are subject to
adjustment under those conditions explained in the section of the prospectus
entitled "Description of Securities".
The sale of common stock issued or issuable upon the exercise of the
Series E, F, G, or I warrants, or the perception that such sales could occur,
could adversely affect the market price of CEL-SCI's common stock.
Series H Convertible Notes and Series H Warrants
In January and July 2003 CEL-SCI sold Series H convertible notes, plus
Series H warrants, to a group of private investors for $1,350,000. At the
holder's option the notes are convertible into shares of CEL-SCI's common stock
equal in number to the amount determined by dividing each $1,000 of note
principal to be converted by the Conversion Price. If the closing price of
CEL-SCI's common stock is less than $0.50 on any conversion date, the Conversion
Price will be 76% of the average of the three lowest daily trading prices of
CEL-SCI's common stock on the American Stock Exchange during the 15 trading days
immediately prior to the conversion date. If the closing price of CEL-SCI's
common stock is $0.50 or greater on any conversion date, the Conversion Price
will be 70% of the average of the three lowest daily trading prices of CEL-SCI's
common stock on the American Stock Exchange during the 15 trading days
immediately prior to the conversion date. As of June 20, 2003 Series H notes in
the principal amount of $300,000 had been converted into 1,138,134 shares of
CEL-SCI's common stock.
The Series H warrants collectively allow the holders to purchase up to
1,100,000 shares of CEL-SCI's common stock at a price of $0.25 per share at any
time prior to January 7, 2010.
The Conversion Price, the warrant exercise price, and the number of
shares issuable upon the exercise of the Series H warrants are subject to
adjustment under those conditions explained in the section of the prospectus
entitled "Description of Securities".
The sale of common stock upon the conversion of the Series H notes or the
exercise of the Series H warrants, or the perception that such sales could
occur, could adversely affect the market price of CEL-SCI's common stock.
COMPARATIVE SHARE DATA
Number of Note
Shares Reference
Shares outstanding as of June 20, 2003 58,434,789
Shares to be sold in this Offering:
The number of shares outstanding as of June 20, 2003 excludes shares which
may be issued in connection with the exercise of other options, warrants, or
convertible securities previously issued by CEL-SCI. See table below.
Other Shares Which May Be Issued:
Number of Note
Shares Reference
Shares issuable upon conversion of A
Series H notes 2,234,000
Shares issuable upon exercise of 1,100,000 A
Series H warrants
Shares issuable upon exercise of Series
E, F, and G warrants 1,685,351 B
Shares issuable upon the exercise of Series
I warrants 1,100,000 B
Shares issuable upon exercise of equity
line warrants 200,800 C
Shares issuable upon exercise of options 200,000 D
granted to investor relations consultants
Shares issuable upon exercise of options and 10,698,640 E
warrants granted to CEL-SCI's officers,
directors, employees, consultants, and
third parties
A. In January and July 2003, CEL-SCI sold Series H convertible notes, plus
Series H warrants, to a group of private investors for $1,350,000. At the
holder's option the notes are convertible into shares of CEL-SCI's common stock
equal in number to the amount determined by dividing each $1,000 of note
principal to be converted by the Conversion Price. If the closing price of
CEL-SCI's common stock is less than $0.50 on any conversion date, the Conversion
Price will be 76% of the average of the three lowest daily trading prices of
CEL-SCI's common stock on the American Stock Exchange during the 15 trading days
immediately prior to the conversion date. If the closing price of CEL-SCI's
common stock is $0.50 or greater on any conversion date, the Conversion Price
will be 70% of the average of the three lowest daily trading prices of CEL-SCI's
common stock on the American Stock Exchange during the 15 trading days
immediately prior to the conversion date. The Conversion Price may not be less
than $0.16. However, if CEL-SCI's common stock trades for less than $0.21 per
share for a period of 20 consecutive trading days, the $0.16 minimum price will
no longer be applicable.
The Series H warrants allow the holders to initially purchase up to
1,100,000 shares of CEL-SCI's common stock at a price of $0.25 per share at any
time prior to January 7, 2010.
The Conversion Price, the warrant exercise price, and the number of shares
issuable upon the exercise of the warrants are subject to adjustment under those
conditions explained in the section of the prospectus entitled "Description of
Securities".
As of June 20, 2003 Series H notes in the principal amount of $300,000
had been converted into 1,138,134 shares of CEL-SCI's common stock. The actual
number of additional shares issuable upon the conversion of the Series H notes
will vary depending upon a number of factors, including the price of CEL-SCI's
common stock at certain dates. Accordingly, the number of shares which may be
issued upon the conversion of the Series H notes cannot be determined at this
time. However, based upon the market price of CEL-SCI's common stock on June 20,
2003, CEL-SCI would be required to issue approximately 2,234,000 shares of
common stock if all outstanding notes were converted on June 20, 2003.
As of the date of this prospectus none of the Series H warrants had been
exercised.
B. In August 2001 three private investors exchanged their warrants for CEL-SCI's
Series E warrants. The Series E warrants collectively allow the holders to
purchase up to 815,351 additional shares of CEL-SCI's common stock at a price of
$1.19 per share at any time prior to August 16, 2004.
In December 2001 and January 2002, CEL-SCI sold Series F convertible
notes, plus Series F warrants, to a group of private investors for $1,600,000.
As of December 31, 2002 all of the Series F notes had been converted into
6,592,461 shares of CEL-SCI's common stock. The Series F warrants presently
allow the holders to purchase up to 420,000 shares of CEL-SCI's common stock at
a price of $0.153 per share at any time prior to December 31, 2008.
In July and September 2002, CEL-SCI sold Series G convertible notes, plus
Series G warrants, to a group of private investors for $1,300,000. As of June
20, 2003 all of the Series G notes had been converted into 8,385,728 shares of
CEL-SCI's common stock. The Series G warrants allow the holders to purchase up
to 450,000 shares of CEL-SCI's common stock at a price of $0.145 per share at
any time prior to July 12, 2009.
In May 2003 CEL-SCI sold shares of its common stock plus Series I warrants
to a private investor. The Series I warrants allow the holder to purchase
1,100,000 shares of CEL-SCI's common stock at a price of $0.47 per share at any
time prior to May 30, 2006.
The warrant exercise price, and the number of shares issuable upon the
exercise of the Series F and Series G warrants are subject to adjustment under
those conditions explained in the section of the prospectus entitled
"Description of Securities".
C. In order to provide a source of funding, CEL-SCI entered into an equity line
of credit agreement with Paul Revere Capital Partners. During the term the
equity line of credit, which expired in June 2003, CEL-SCI received net proceeds
of $2,074,692 from the sale of 5,430,960 shares of common stock pursuant to the
terms of the equity line. As consideration for extending the equity line of
credit, CEL-SCI granted Paul Revere Capital Partners warrants to purchase
200,800 shares of common stock at a price of $1.64 per share at any time prior
to April 11, 2004.
D. CEL-SCI has granted options for the purchase of 200,000 shares of common
stock to certain investor relations consultants in consideration for services
provided to CEL-SCI. The options are exercisable at prices ranging between $1.63
and $2.50 per share and expire between June 2003 and June 2006.
E. The options are exercisable at prices ranging from $0.16 to $11.00 per share.
CEL-SCI may also grant options to purchase additional shares under its Incentive
Stock Option and Non-Qualified Stock Option Plans.
The shares referred to in Notes B through E are being, or will be, offered
for sale by means of separate registration statements which have been filed with
the Securities and Exchange Commission.
MARKET FOR CEL-SCI'S COMMON STOCK
As of June 20, 2003 there were approximately 2,460 record holders of
CEL-SCI's common stock. CEL-SCI's common stock is traded on the American Stock
Exchange. Set forth below are the range of high and low quotations for CEL-SCI's
common stock for the periods indicated as reported on the American Stock
Exchange. The market quotations reflect inter-dealer prices, without retail
mark-up, mark-down or commissions and may not necessarily represent actual
transactions.
Quarter Ending High Low
12/31/00 $2.54 $1.00
3/31/01 $3.30 $1.30
6/30/01 $1.85 $1.16
9/30/01 $1.94 $1.02
12/31/01 $1.80 $0.72
3/31/02 $1.28 $0.52
6/30/02 $0.56 $0.27
9/30/02 $0.52 $0.16
12/31/02 $0.29 $0.19
3/31/03 $0.27 $0.15
6/30/03 $1.35 $0.20
Holders of Common Stock are entitled to receive such dividends as may be
declared by the Board of Directors out of funds legally available therefore and,
in the event of liquidation, to share pro rata in any distribution of CEL-SCI's
assets after payment of liabilities. The Board of Directors is not obligated to
declare a dividend. CEL-SCI has not paid any dividends on its common stock and
CEL-SCI does not have any current plans to pay any common stock dividends.
The provisions in CEL-SCI's Articles of Incorporation relating to
CEL-SCI's Preferred Stock would allow CEL-SCI's directors to issue Preferred
Stock with rights to multiple votes per share and dividend rights which would
have priority over any dividends paid with respect to CEL-SCI's Common Stock.
The issuance of Preferred Stock with such rights may make more difficult the
removal of management even if such removal would be considered beneficial to
shareholders generally, and will have the effect of limiting shareholder
participation in certain transactions such as mergers or tender offers if such
transactions are not favored by incumbent management.
PLAN OF DISTRIBUTION
CEL-SCI may sell the securities in and/or outside the United States: (i)
through underwriters or dealers; (ii) directly to a limited number of purchasers
or to a single purchaser; or (iii) through agents. The applicable prospectus
supplement with respect to the offered securities will set forth the name or
names of any underwriters or agents, if any, the purchase price of the offered
securities and the proceeds to CEL-SCI from such sale, any delayed delivery
arrangements, any underwriting discounts and other items constituting
underwriters' compensation, any initial public offering price and any discounts
or concessions allowed or reallowed or paid to dealers. Any initial public
offering price and any discounts or concessions allowed or reallowed or paid to
dealers may be changed from time to time.
If underwriters are used in the sale, the offered securities will be
acquired by the underwriters for their own account and may be resold from time
to time in one or more transactions, including negotiated transactions, at a
fixed public offering price or at varying prices determined at the time of sale.
The securities may be offered to the public either through underwriting
syndicates represented by one or more managing underwriters or directly by one
or more firms acting as underwriters. The underwriter or underwriters with
respect to a particular underwritten offering of securities to be named in the
prospectus supplement relating to such offering and, if an underwriting
syndicate is used, the managing underwriter or underwriters will be set forth on
the cover of such prospectus supplement. Unless otherwise set forth in the
prospectus supplement relating thereto, the obligations of the underwriters to
purchase the offered securities will be subject to conditions precedent and the
underwriters will be obligated to purchase all the offered securities if any are
purchased.
If dealers are utilized in the sale of offered securities in respect of
which this prospectus is delivered, CEL-SCI will sell such offered securities to
the dealers as principals. The dealers may then resell such offered securities
to the public at varying prices to be determined by such dealers at the time of
resale. The names of the dealers and the terms of the transaction will be set
forth in the prospectus supplement relating thereto.
If an agent is used in an offering of offered securities, the agent will
be named, and the terms of the agency will be set forth, in the prospectus
supplement. Unless otherwise indicated in such prospectus supplement, an agent
will act on a best efforts basis for the period of its appointment.
The securities may be sold directly by CEL-SCI to institutional investors
or others, who may be deemed to be under writers within the meaning of the
Securities Act with to any resale thereof. The terms of any such sales,
including the terms of any bidding or auction process, will be described in the
applicable prospectus supplement.
Agents, dealers and underwriters may be entitled under agreements entered
into with CEL-SCI to indemnification from CEL-SCI against certain civil
liabilities, including liabilities under the Securities Act, or to contribution
with respect to payments made by such agents, dealers or underwriters.
DESCRIPTION OF SECURITIES
Common Stock
CEL-SCI is authorized to issue 100,000,000 shares of common stock, (the
"common stock"). Holders of common stock are each entitled to cast one vote for
each share held of record on all matters presented to shareholders. Cumulative
voting is not allowed; hence, the holders of a majority of the outstanding
common stock can elect all directors.
Holders of common stock are entitled to receive such dividends as may
be declared by the Board of Directors out of funds legally available therefor
and, in the event of liquidation, to share pro rata in any distribution of
CEL-SCI's assets after payment of liabilities. The board is not obligated to
declare a dividend. It is not anticipated that dividends will be paid in the
foreseeable future.
Holders of common stock do not have preemptive rights to subscribe to
additional shares if issued by CEL-SCI. There are no conversion, redemption,
sinking fund or similar provisions regarding the common stock. All of the
outstanding shares of common stock are fully paid and non-assessable and all of
the shares of common stock offered as a component of the Units will be, upon
issuance, fully paid and non-assessable.
Preferred Stock
CEL-SCI is authorized to issue up to 200,000 shares of preferred stock.
CEL-SCI's Articles of Incorporation provide that the Board of Directors has the
authority to divide the preferred stock into series and, within the limitations
provided by Colorado statute, to fix by resolution the voting power,
designations, preferences, and relative participation, special rights, and the
qualifications, limitations or restrictions of the shares of any series so
established. As the Board of Directors has authority to establish the terms of,
and to issue, the preferred stock without shareholder approval, the preferred
stock could be issued to defend against any attempted takeover of CEL-SCI.
Series E Warrants
In August 2001 three private investors exchanged their warrants for
CEL-SCI's Series E warrants. The Series E warrants collectively allow the
holders to purchase up to 815,351 additional shares of CEL-SCI's common stock at
a price of $1.19 per share at any time prior to August 16, 2004.
Series F and Series G Warrants
In December 2001 and January 2002, CEL-SCI sold Series F convertible
notes, plus Series F warrants, to a group of private investors for $1,600,000.
All of the convertible notes have since been converted into shares of CEL-SCI's
common stock.
In July and September 2002 CEL-SCI sold Series G convertible notes, plus
Series G warrants, to a group of private investors for $1,300,000. All of the
Series G convertible notes have since been converted into shares of CEL-SCI's
common stock.
As of June 20, 2003 the Series F warrants collectively allowed the
holders to purchase 420,000 share of CEL-SCI's common stock at a price of $0.153
per share at any time prior to December 31, 2008. Every three months after
January 17, 2003, the exercise price of the Series F warrants will be adjusted
to an amount equal to 84% of the average of the 3 lowest daily trading prices of
CEL-SCI's common stock on the American Stock Exchange during the 20 trading days
immediately prior to the three month adjustment date, provided that the adjusted
price is lower than the warrant exercise price on the adjustment date.
As of June 20, 2003 the Series G warrants collectively allowed the holders
to purchase up to 450,000 shares of CEL-SCI's common stock at a price of $0.145
per share at any time prior to July 12, 2009. Every three months after March 9,
2003, the exercise price of the Series G warrants will be adjusted to an amount
equal to 84% of the average of the 3 lowest daily trading prices of CEL-SCI's
common stock on the American Stock Exchange during the 20 trading days
immediately prior to the three month adjustment date, provided that the adjusted
price is lower than the warrant exercise price on that date.
If CEL-SCI sells any additional shares of common stock, or any securities
convertible into common stock at a price below the then applicable exercise
price of the Series F or Series G warrants, the warrant exercise price will be
lowered to the price at which the shares were sold or the lowest price at which
the securities are convertible, as the case may be. If the warrant exercise
price is adjusted, the number of shares of common stock issuable upon the
exercise of the warrant will be increased by the product of the number of shares
of common stock issuable upon the exercise of the warrant immediately prior to
the sale multiplied by the percentage by which the warrant exercise price is
reduced.
If CEL-SCI sells any additional shares of common stock, or any securities
convertible into common stock at a price below the market price of CEL-SCI's
common stock, the exercise price of the Series F or Series G warrants will be
lowered by a percentage equal to the price at which the shares were sold or the
lowest price at which the securities are convertible, as the case may be,
divided by the then prevailing market price of CEL-SCI's common stock. If the
warrant exercise price is adjusted, the number of shares of common stock
issuable upon the exercise of the warrant will be increased by the product of
the number of shares of common stock issuable upon the exercise of the warrant
immediately prior to the sale multiplied by the percentage determined by
dividing the price at which the shares were sold by the market price of
CEL-SCI's common stock on the date of sale.
However, neither the exercise price of the Series F or Series G warrants
nor the shares issuable upon the exercise of the Series F or Series G warrants
will be adjusted as the result of shares issued in connection with a Permitted
Financing. A Permitted Financing involves shares of common stock issued or sold:
- in connection with a merger or acquisition;
- upon the exercise of options or the issuance of common stock to
CEL-SCI's employees, officers, directors, consultants and vendors in
accordance with CEL-SCI's equity incentive policies;
- pursuant to the conversion or exercise of securities which were
outstanding prior to December 31, 2001 in the case of the Series F
warrants and July 12, 2002 in the case of the Series G warrants;
- to key officers of CEL-SCI in lieu of their respective salaries.
The sale of the Series G and H notes and warrants did not result in any
change to the exercise price of the Series F warrants. The sale of the Series H
notes and warrants did not result in any change to the exercise price of the
Series G warrants.
Series H Notes and Warrants
In January and July 2003, CEL-SCI sold Series H convertible notes, plus
Series H warrants, to a group of private investors for $1,350,000. The notes
bear interest at 7% per year, are due and payable on January 7, 2005 and are
secured by substantially all of CEL-SCI's assets. Interest is payable quarterly
with the first interest payment due on April 1, 2003. If CEL-SCI fails to make
any interest payment when due, the notes will become immediately due and
payable. CEL-SCI has agreed to file a registration statement with the Securities
and Exchange Commission in order that the shares of common stock issuable upon
the conversion of the Series H notes or the exercise of the Series H warrants
may be resold in the public market.
At the holder's option the Series H notes are convertible into shares of
CEL-SCI's common stock equal in number to the amount determined by dividing each
$1,000 of note principal to be converted by the Conversion Price. The Conversion
Price is 76% of the average of the three lowest daily trading prices of
CEL-SCI's common stock on the American Stock Exchange during the 15 trading days
immediately prior to the conversion date. The Conversion Price may not be less
than $0.16. However, if CEL-SCI's common stock trades for less than $0.21 per
share for a period of 20 consecutive trading days, the $0.16 minimum price will
no longer be applicable. The Conversion Price will decline to 70% if the closing
price of CEL-SCI's common stock equals or exceeds $.50 on any trading day. The
Conversion Price will increase to 76% on the trading day following the date that
the closing price of CEL-SCI's common stock falls below $.50. The Conversion
Price will decline to 60% if (i) CEL-SCI defaults in the performance of any
material covenant, condition or agreement with the holders of the notes or, (ii)
CEL-SCI's common stock is delisted from the American Stock Exchange. As of June
20, 2003 Series H notes in the principal amount of $300,000 had been converted
into 1,138,134 shares of CEL-SCI's common stock.
If CEL-SCI sells any additional shares of common stock, or any securities
convertible into common stock at a price below the then applicable Conversion
Price of the Series H notes, the Conversion Price of the Series H notes will be
lowered to the price at which the shares were sold or the lowest price at which
the securities are convertible. If CEL-SCI sells any additional shares of common
stock, or any securities convertible into common stock at a price below the
market price of CEL-SCI's common stock, the Conversion Price of the Series H
notes will be lowered by a percentage equal to the price at which the shares
were sold or the lowest price at which the securities are convertible, divided
by the then prevailing market price of CEL-SCI's common stock. However the
Conversion Price will not be adjusted as the result of shares issued in
connection with a Permitted Financing. A Permitted Financing involves shares of
common stock issued or sold:
- in connection with a merger or acquisition;
- upon the exercise of options or the issuance of common stock to
CEL-SCI's employees, officers, directors, consultants and vendors in
accordance with CEL-SCI's equity incentive policies;
- pursuant to the conversion or exercise of securities which were
outstanding prior to January 7, 2003;
- to key officers of CEL-SCI in lieu of their respective salaries.
CEL-SCI's agreement with the Series H note holders places the following
restrictions on CEL-SCI's operations. Any of the following restrictions may be
waived with the written consent of the holders of a majority of the principal
amount of the Series H notes outstanding at the time the consent is required.
o So long as the Series H notes are outstanding:
- declare or pay any dividends (other than a stock dividend or
stock split) or make any distributions to any holders of its
common stock, or
- purchase or otherwise acquire for value, directly or indirectly,
any common or preferred stock.
Until the date that 50% of the Series H notes are no longer outstanding
CEL-SCI may not sell any common stock or any securities convertible into common
stock. However, this restriction will not apply to shares issued in a Permitted
Financing.
So long as the Series H notes remain outstanding, the note holders will
have a first right of refusal to participate in any subsequent financings
involving CEL-SCI. If CEL-SCI enters into any subsequent financing on terms more
favorable than the terms governing the notes and warrants, then the note holders
may exchange notes and warrants for the securities sold in the subsequent
financing.
Upon the occurrence of any of the following events CEL-SCI is required to
redeem the Series H notes at a price equal to 130% of then outstanding principal
balance of the notes:
- the suspension from listing or the failure of CEL-SCI's common stock
to be listed on the American Stock Exchange for a period of five
consecutive trading days; or
- the effectiveness of the Registration Statement lapses for any
reason or the Registration Statement is unavailable to the note
holders and the lapse or unavailability continues for a period of
ten consecutive trading days, provided the cause of the lapse or
unavailability is not due to factors primarily within the control of
the note holders.
- any representation or warranty made by CEL-SCI to the note holders
proves to be materially inaccurate or CEL-SCI fails to perform any
material covenant or condition in its agreement with the note
holders.
- the completion of a merger or other business combination involving
CEL-SCI and as a result of which CEL-SCI is not the surviving
entity.
- a purchase, tender or exchange offer accepted by the holders of more
than 30% of CEL-SCI's outstanding shares of common stock.
- CEL-SCI files for protection from its creditors under the federal
bankruptcy code.
The Series H warrants allow the holders to purchase up to 1,100,000 shares
of CEL-SCI's common stock at a price of $0.25 per share at any time prior to
January 7, 2010. Every three months after June 26, 2003 the exercise price of
the Series H warrants will be adjusted to an amount equal to 110% of the
Conversion Price on such date, provided that the adjusted price is lower than
the warrant exercise price on that date.
If CEL-SCI sells any additional shares of common stock, or any securities
convertible into common stock at a price below the then applicable exercise
price of the Series H warrants, the exercise price of the Series H warrants will
be lowered to the price at which the shares were sold or the lowest price at
which the securities are convertible. If the exercise price of the Series H
warrants is adjusted, the number of shares of common stock issuable upon the
exercise of the Series H warrants will be increased by the product of the number
of shares of common stock issuable upon the exercise of the warrant immediately
prior to the sale multiplied by the percentage by which the warrant exercise
price is reduced.
If CEL-SCI sells any additional shares of common stock, or any securities
convertible into common stock at a price below the market price of CEL-SCI's
common stock, the exercise price of the Series H warrants will be lowered by a
percentage equal to the price at which the shares were sold or the lowest price
at which the securities are convertible, divided by the then prevailing market
price of CEL-SCI's common stock. If the exercise price of the Series H warrants
is adjusted, the number of shares of common stock issuable upon the exercise of
the warrants will be increased by the product of the number of shares of common
stock issuable upon the exercise of the warrant immediately prior to the sale
multiplied by the percentage determined by dividing the price at which the
shares were sold by the market price of CEL-SCI's common stock on the date of
sale.
However, neither the exercise price nor the shares issuable upon the
exercise of the Series H warrants will be adjusted as the result of shares
issued in connection with a Permitted Financing.
Series I Warrants
In May 2003 CEL-SCI sold shares of its common stock plus Series I warrants
to a private investor. The Series I warrants allow the holders to purchase
1,100,000 shares of CEL-SCI's common stock at a price of $0.47 per share at any
time prior to May 30, 2006.
Transfer Agent
Computershare Trust Company, Inc., of Denver, Colorado, is the transfer
agent for CEL-SCI's common stock.
EXPERTS
The financial statements as of September 30, 2002 and 2001 and for each
of the three years in the period ended September 30, 2002 incorporated by
reference in this prospectus from CEL-SCI's Annual Report on Form 10-K have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
report which is incorporated herein by reference, and have been so incorporated
in reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.
INDEMNIFICATION
CEL-SCI's Bylaws authorize indemnification of a director, officer,
employee or agent of CEL-SCI against expenses incurred by him in connection with
any action, suit, or proceeding to which he is named a party by reason of his
having acted or served in such capacity, except for liabilities arising from his
own misconduct or negligence in performance of his duty. In addition, even a
director, officer, employee, or agent of CEL-SCI who was found liable for
misconduct or negligence in the performance of his duty may obtain such
indemnification if, in view of all the circumstances in the case, a court of
competent jurisdiction determines such person is fairly and reasonably entitled
to indemnification. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, or persons
controlling CEL-SCI pursuant to the foregoing provisions, CEL-SCI has been
informed that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
ADDITIONAL INFORMATION
CEL-SCI is subject to the requirements of the Securities Exchange Act
of l934 and is required to file reports, proxy statements and other information
with the Securities and Exchange Commission. Copies of any such reports, proxy
statements and other information filed by CEL-SCI can be read and copied at the
Commission's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C.,
20549. The public may obtain information on the operation of the Public
Reference Room by calling the Commission at 1-800-SEC-0330. The Commission
maintains an Internet site that contains reports, proxy and information
statements, and other information regarding CEL-SCI. The address of that site is
http://www.sec.gov.
CEL-SCI will provide, without charge, to each person to whom a copy of
this prospectus is delivered, including any beneficial owner, upon the written
or oral request of such person, a copy of any or all of the documents
incorporated by reference below (other than exhibits to these documents, unless
the exhibits are specifically incorporated by reference into this prospectus).
Requests should be directed to:
CEL-SCI Corporation
8229 Boone Blvd., #802
Vienna, Virginia 22182
(703) 506-9460
The following documents filed with the Commission by CEL-SCI
(Commission File No. 0-11503) are incorporated by reference into this
prospectus:
(1) CEL-SCI's Annual Report on Form 10-K for the fiscal year ended September 30,
2002.
(2) CEL-SCI's Quarterly Reports (unaudited) on Form 10-Q for the quarters ended
December 31, 2002 and March 31, 2003.
(3) CEL-SCI's Proxy Statement relating to its March 31, 2003 shareholders'
meeting.
All documents filed with the Commission by CEL-SCI pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
prospectus and prior to the termination of this offering shall be deemed to be
incorporated by reference into this prospectus and to be a part of this
prospectus from the date of the filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
shall be deemed to be modified or superseded for the purposes of this prospectus
to the extent that a statement contained in this prospectus or in any
subsequently filed document which also is or is deemed to be incorporated by
reference in this prospectus modifies or supersedes such statement. Such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this prospectus.
CEL-SCI has filed with the Securities and Exchange Commission a
Registration Statement under the Securities Act of l933, as amended, with
respect to the securities offered by this prospectus. This prospectus does not
contain all of the information set forth in the Registration Statement. For
further information with respect to CEL-SCI and such securities, reference is
made to the Registration Statement and to the exhibits filed with the
Registration Statement. Statements contained in this prospectus as to the
contents of any contract or other documents are summaries which are not
necessarily complete, and in each instance reference is made to the copy of such
contract or other document filed as an exhibit to the Registration Statement,
each such statement being qualified in all respects by such reference. The
Registration Statement and related exhibits may also be examined at the
Commission's internet site.
No dealer salesman or other person has been authorized to give any
information or to make any representations, other than those contained in this
prospectus. Any information or representation not contained in this prospectus
must not be relied upon as having been authorized by CEL-SCI. This prospectus
does not constitute an offer to sell, or a solicitation of an offer to buy, the
securities offered hereby in any state or other jurisdiction to any person to
whom it is unlawful to make such offer or solicitation. Neither the delivery of
this prospectus nor any sale made hereunder shall, under any circumstances,
create an implication that there has been no change in the affairs of CEL-SCI
since the date of this prospectus.
TABLE OF CONTENTS
Page
Prospectus Summary...................................
Risk Factors.........................................
Comparative Share Data...............................
Plan of Distribution.................................
Description of Securities............................
Experts..............................................
Indemnification......................................
Additional Information...............................
Common Stock
CEL-SCI CORPORATION
PROSPECTUS
PART II
Information Not Required in Prospectus
Item 14. Other Expenses of Issuance and Distribution
SEC Filing Fee $ 920
Blue Sky Fees and Expenses 500
Printing and Engraving Expenses 100
Legal Fees and Expenses 10,000
Accounting Fees and Expenses 5,000
Miscellaneous Expenses 1,480
-------
TOTAL 18,000
======
All expenses other than the S.E.C. filing fees are estimated.
Item 25. Indemnification of Officers and Directors.
-----------------------------------------
It is provided by Section 7-109-102 of the Colorado Revised Statutes
and CEL-SCI's Bylaws that CEL-SCI may indemnify any and all of its officers,
directors, employees or agents or former officers, directors, employees or
agents, against expenses actually and necessarily incurred by them, in
connection with the defense of any legal proceeding or threatened legal
proceeding, except as to matters in which such persons shall be determined to
not have acted in good faith and in the best interest of CEL-SCI.
Item 16. Exhibits
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.
(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.
(c) Amended Articles Filed as Exhibit 3(c) to CEL-SCI's
(Name change only) Registration Statement on Form S-1
Registration Statement (No. 33-34878).
(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.
4(a) Specimen copy of Incorporated by reference to Exhibit
Stock Certificate 4(a) of the Company's Registration
Statement on Form S-1, Registration
Nos. 2-85547-D and 33-7531.
5. Opinion of Counsel __________________________________
10(d) Employment Agreement with Incorporated by reference to Exhibit
Maximilian de Clara 10(d) to the Company's Registration
Statement on Form S-1 (Commission File
Number 333-102639)
10(e) Employment Agreement with Filed with Amendment Number 1 to the
Geert Kersten Company's Registration Statement on
Form S-1 (Commission File Number
33-43281).
10(t) Form of Series E Warrant Incorporated by reference to Exhibit
10.2 to report on Form 8-K dated
August 21, 2001.
10(u) Form of Secondary Warrant Incorporated by reference to Exhibit
10.3 to report on Form 8-K dated August
21, 2001.
10(v) Note and Warrant Purchase Incorporated by reference to Exhibit
Agreement (together with 10(v) to CEL-SCI's Registration
Schedule required by Statement on Form S-3 (Commission File
Instruction 2 to Item 601 Number 333-76396)
Regulation S-K) pertaining to
notes sold in December 2001
and January 2002
10(vi) Note and Warrant Purchase Incorporated by reference to Exhibit
Agreement (together with (vi) to CEL-SCI's Registration
Schedule required by statement on Form S-3 (Commission File
Instruction 2 to No. 333-97171)
Item 601 Regulation S-K)
pertaining to Series G notes
and warrants
10(vii) Note and Warrant Purchase Incorporated by reference to Exhibit 10
(together with Schedule to CEL-SCI's report on Form 8-K dated
required by Instruction 2 to January 14, 2003
Item 601 Regulation S-K)
pertaining to
Series H notes and warrants
23(a) Consent of Hart & Trinen ________________________________
(b) Consent of Deloitte & Touche, LLP
Item 17. Undertakings.
------------
The undersigned Registrant hereby undertakes:
II-2
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement.
(i) To include any prospectus required by Section l0(a)(3) of the
Securities Act of l933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement;
(iii)To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement, including
(but not limited to) any addition or deletion of a managing underwriter.
(2) That, for the purpose of determining any liability under the
Securities Act of l933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
Insofar as indemnification for liabilities arising under the Securities
Act of l933 may be permitted to directors, officers and controlling persons of
the Registrant, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-3
POWER OF ATTORNEY
The registrant and each person whose signature appears below hereby
authorizes the agent for service named in this Registration Statement, with full
power to act alone, to file one or more amendments (including post-effective
amendments) to this Registration Statement, which amendments may make such
changes in this Registration Statement as such agent for service deems
appropriate, and the Registrant and each such person hereby appoints such agent
for service as attorney-in-fact, with full power to act alone, to exe- cute in
the name and in behalf of the Registrant and any such person, individually and
in each capacity stated below, any such amendments to this Registration
Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of l933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Vienna, State of Virginia, on the 30 day of June,
2003.
CEL-SCI CORPORATION
By: /s/ Maximilian de Clara
MAXIMILIAN DE CLARA, PRESIDENT
Pursuant to the requirements of the Securities Act of l933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Maximilian de Clara Director and Principal June 30, 2003
----------------------- Executive Officer
Maximilian de Clara
/s/ Geert R. Kersten Director, Principal June 30, 2003
----------------------- Financial Officer and
Geert R. Kersten Chief Executive Officer
/s/ Alexander G. Esterhazy Director June 30, 2003
--------------------------
Alexander G. Esterhazy
/s/ C. Richard Kinsolving Director June 30, 2003
-------------------------
C. Richard Kinsolving, Ph.D.
/s/ Peter R. Young Director June 30, 2003
-------------------------
Peter R. Young, Ph.D.
CEL-SCI CORPORATION
FORM S-3
EXHIBITS