0001193125-11-270430.txt : 20111013 0001193125-11-270430.hdr.sgml : 20111013 20111013151233 ACCESSION NUMBER: 0001193125-11-270430 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20111013 DATE AS OF CHANGE: 20111013 GROUP MEMBERS: CRANSHIRE CAPITAL ADVISORS, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CEL SCI CORP CENTRAL INDEX KEY: 0000725363 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 840916344 STATE OF INCORPORATION: CO FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-35386 FILM NUMBER: 111139602 BUSINESS ADDRESS: STREET 1: 8229 BOONE BLVD . STREET 2: SUITE 802 CITY: VIENNA STATE: VA ZIP: 22182 BUSINESS PHONE: 7035069460 MAIL ADDRESS: STREET 1: 8229 BOONE BLVD. STREET 2: SUITE 802 CITY: VIENNA STATE: VA ZIP: 22182 FORMER COMPANY: FORMER CONFORMED NAME: INTERLEUKIN 2 INC DATE OF NAME CHANGE: 19880317 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KOPIN MITCHELL P CENTRAL INDEX KEY: 0001116628 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 3100 DUNDEE ROAD STREET 2: SUITE 703 CITY: NORTHBROOK STATE: IL ZIP: 60062 BUSINESS PHONE: 847 562-9030 MAIL ADDRESS: STREET 1: 3100 DUNDEE ROAD STREET 2: SUITE 703 CITY: NORTHBROOK STATE: IL ZIP: 60062 SC 13G 1 d243311dsc13g.htm SC 13G SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

CEL-SCI Corporation

(Name of Issuer)

 

 

Common Stock, $0.01 par value per share

(Title of Class of Securities)

150837409

(CUSIP Number)

October 3, 2011

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

a. ¨ Rule 13d-1(b)

b. x Rule 13d-1(c)

c. ¨ Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

Page 1 of 8


CUSIP No. 150837409  

 

  1.   

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only)

 

Cranshire Capital Advisors, LLC

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  ¨

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

    Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

   5.    

Sole Voting Power

 

    0

   6.   

Shared Voting Power

 

    13,476,729

   7.   

Sole Dispositive Power

 

    0

   8.   

Shared Dispositive Power

 

    13,476,729

  9.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    13,476,729 (see Item 4)

10.

 

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨

 

11.

 

Percent of Class Represented by Amount in Row (9)

 

    5.9% (see Item 4)

12.

 

Type of Reporting Person (See Instructions)

 

    OO

 

 

Page 2 of 8


CUSIP No. 150837409  

 

  1.   

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only)

 

Mitchell P. Kopin

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  ¨

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

    United States of America

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

   5.    

Sole Voting Power

 

    0

   6.   

Shared Voting Power

 

    13,476,729

   7.   

Sole Dispositive Power

 

    0

   8.   

Shared Dispositive Power

 

    13,476,729

  9.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    13,476,729 (see Item 4)

10.

 

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨

 

11.

 

Percent of Class Represented by Amount in Row (9)

 

    5.9% (see Item 4)

12.

 

Type of Reporting Person (See Instructions)

 

    IN; HC

 

 

Page 3 of 8


Item 1.  

(a)

   Name of Issuer      
     CEL-SCI Corporation (the “Issuer”)      
 

(b)

   Address of Issuer’s Principal Executive Offices      
    

8229 Boone Boulevard, Suite 802

Vienna, Virginia 22182

     
Item 2.  

(a)

   Name of Person Filing      
          
 

(b)

   Address of Principal Business Office or, if none, Residence      
          
 

(c)

   Citizenship      
    

This Schedule 13G is being filed on behalf of (i) Cranshire Capital Advisors, LLC, a Delaware limited liability company (“CCA”), and (ii) Mitchell P. Kopin, an individual who is a citizen of the United States of America (“Mr. Kopin,” together with CCA, the “Reporting Persons”).

 

CCA serves as the investment manager to each of (i) Cranshire Capital, L.P., an Illinois limited partnership (“Cranshire Capital”), (ii) Cranshire Capital Master Fund, Ltd., a Cayman Islands exempted company (“Cranshire Capital Master Fund”), and (iii) a managed account (the “Managed Account”). In such capacity, CCA exercises voting and investment power over the shares of Common Stock held for the account of each of Cranshire Capital, Cranshire Capital Master Fund and the Managed Account.

 

The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.

 

The principal business office of the Reporting Persons is 3100 Dundee Road, Suite 703, Northbrook, Illinois 60062.

 

(d)

   Title of Class of Securities      
     Common stock, $0.01 par value per share, of the Issuer (the “Common Stock”).      
 

(e)

   CUSIP Number      
     150837409      
Item 3.   If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
     Not applicable.   
Item 4.   Ownership.   
  (a) and (b):            
     Immediately following the execution of the Securities Purchase Agreement described in the Form 8-K filed by the Issuer with the Securities and Exchange Commission on October 6, 2011, each of the Reporting Persons may be deemed to have beneficial ownership of 13,476,729 shares of Common Stock, which consists of (i) 143,395 shares of Common Stock held for the account of Cranshire Capital Master Fund, (ii) 13,000,000 shares of Common Stock issuable to Cranshire Capital Master Fund, and (iii) 333,334 shares of Common Stock issuable to the Managed Account, in each case of clauses (ii) and (iii) above, pursuant to such Securities Purchase Agreement, and all such shares of Common Stock represent beneficial ownership of approximately 5.9% of the

 

Page 4 of 8


     

Common Stock, based on (1) 214,723,023 shares of Common Stock issued and outstanding on October 3, 2011, as reported in the Form 424B3 Prospectus filed by the Issuer on October 4, 2011, plus (2) 13,000,000 shares of Common Stock issuable to Cranshire Capital Master Fund pursuant to such Securities Purchase Agreement, and (3) 333,334 shares of Common Stock issuable to the Managed Account pursuant to such Securities Purchase Agreement.

 

The foregoing excludes (I) 11,700,000 shares of Common Stock issuable upon exercise of a warrant to be issued to Cranshire Capital Master Fund pursuant to such Securities Purchase Agreement (the “Master Fund Warrant”) because the Master Fund Warrant contains a blocker provision under which the holder thereof does not have the right to exercise the Master Fund Warrant to the extent that such exercise would result in beneficial ownership by the holder thereof (together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates) of more than 4.99% of the Common Stock, (II) 300,001 shares of Common Stock issuable upon exercise of a warrant to be issued to the Managed Account pursuant to such Securities Purchase Agreement (the “Managed Account Warrant”) because the Managed Account Warrant contains a blocker provision under which the holder thereof does not have the right to exercise the Managed Account Warrant to the extent that such exercise would result in beneficial ownership by the holder thereof (together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates) of more than 4.99% of the Common Stock, (III) 534,698 shares of Common Stock issuable upon conversion of a convertible note held by Cranshire Capital (the “Note”) because the Note contains a blocker provision under which the holder thereof does not have the right to convert the Note to the extent (but only to the extent) that such conversion would result in beneficial ownership by the holder thereof or any of its affiliates of more than 4.9% of the Common Stock, (IV) 833,333 shares of Common Stock issuable upon exercise of a warrant held by Cranshire Capital (the “First Cranshire Warrant”) because the First Cranshire Warrant contains a blocker provision under which the holder thereof does not have the right to exercise the First Cranshire Warrant to the extent that such exercise would result in beneficial ownership by the holder thereof (together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates) of more than 4.9% of the Common Stock, (V) 794,944 shares of Common Stock issuable upon exercise of a second warrant held by Cranshire Capital (the “Second Cranshire Warrant”) because the Second Cranshire Warrant contains a blocker provision under which the holder thereof does not have the right to exercise the Second Cranshire Warrant to the extent that such exercise would result in beneficial ownership by the holder thereof (together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates) of more than 4.9% of the Common Stock, and (VI) 193,799 shares of Common Stock issuable upon exercise of a third warrant held by Cranshire Capital (the “Third Cranshire Warrant”) because the Third Cranshire Warrant contains a blocker provision under which the holder thereof does not have the right to exercise the Third Cranshire Warrant to the extent that such exercise would result in beneficial ownership by the holder thereof and the holder’s affiliates and any other persons whose beneficial ownership would be aggregated with the holder’s for purposes of Section 13(d) of the Securities Exchange Act of 1934, of more than 4.999% of the Common Stock. Without such blocker provisions, each of the Reporting Persons may be deemed to have beneficial ownership of 27,833,504 shares of Common Stock.

   (c)    Number of shares as to which each Reporting Person has:
      (i)    Sole power to vote or to direct the vote:
         0.
      (ii)    Shared power to vote or to direct the vote:
         13,476,729.
      (iii)    Sole power to dispose or to direct the disposition of
         0.
      (iv)    Shared power to dispose or to direct the disposition of
         13,476,729.
Item 5.    Ownership of Five Percent or Less of a Class   
   Not applicable.   
Item 6.    Ownership of More than Five Percent on Behalf of Another Person.   

 

Page 5 of 8


   Not applicable.      
Item 7.    Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
   Not applicable.
Item 8.    Identification and Classification of Members of the Group
   Not applicable.
Item 9.    Notice of Dissolution of Group
   Not applicable.
Item 10.    Certification
  

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

Page 6 of 8


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: October 13, 2011

 

CRANSHIRE CAPITAL ADVISORS, LLC
By:  

/s/ Mitchell P. Kopin

  Mitchell P. Kopin, Managing Member

/s/ Mitchell P. Kopin

Mitchell P. Kopin

 

Page 7 of 8


Exhibit 1

JOINT FILING AGREEMENT

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Date: October 13, 2011

 

CRANSHIRE CAPITAL ADVISORS, LLC
By:  

/s/ Mitchell P. Kopin

  Mitchell P. Kopin, Managing Member

/s/ Mitchell P. Kopin

Mitchell P. Kopin

 

Page 8 of 8