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
|
|
|
Note Reference
|
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 to Series GG
and HH
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.
|
|
|
|
|
|
|
Amended
Bylaws
|
|
Incorporated
by reference to Exhibit 3(ii) of CEL-SCI’s report on Form 8-K
dated March 16, 2015.
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
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).
|
|
|
|
|
|
|
|
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).
|
|
|
|
|
|
|
|
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).
|
|
|
|
|
|
|
|
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).
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
Securities
Purchase Agreement
|
|
Incorporated
by reference to Exhibit 10(jjj) of CEL-SCI’s report on Form
8-K dated May 19, 2016.
|
|
|
|
|
|
|
|
Securities
Purchase Agreement
|
|
Incorporated
by reference to Exhibit 10(kkk) of CEL-SCI’s report on Form
8-K dated August 24, 2016.
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
Securities
Purchase Agreement
|
|
Incorporated
by reference to Exhibit 10(ppp) of CEL-SCI’s report on Form
8-K dated December 1, 2016.
|
|
|
|
|
|
|
|
Securities
Purchase Agreement
|
|
Incorporated
by reference to Exhibit 10(qqq) of CEL-SCI’s report on Form
8-K dated February 16, 2017.
|
|
|
|
|
|
|
|
Securities
Purchase Agreement
|
|
Incorporated
by reference to Exhibit 10(rrr) of CEL-SCI’s report on Form
8-K dated March 8, 2017.
|
|
|
|
|
|
|
|
Securities
Purchase Agreement
|
|
Incorporated
by reference to Exhibit 10(sss) of CEL-SCI’s report on Form
8-K dated April 30, 2017.
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
Securities
Purchase Agreement
|
|
Incorporated
by reference to Exhibit 10(vvv) of CEL-SCI’s report on Form
8-K dated August 22, 2017
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
Securities
Purchase Agreement
|
|
Incorporated
by reference to Exhibit 10.4 of CEL-SCI’s report on Form 8-K
dated June 29, 2018.
|
|
|
|
|
|
|
|
Securities
Purchase Agreement
|
|
Incorporated
by reference to Exhibit 10.5 of CEL-SCI’s report on Form 8-K
dated August 31, 2018.
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
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 and Accounting
Officer
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Geert Kersten
|
|
Chief
Executive, Financial and Accounting
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
|
|
|
|
|
William
T. Hart, P.C.
|
|
Email: harttrinen@aol.com
|
Will
Hart
|
|
Facsimile:
(303) 839-5414
|
|
(303)
839-0061
|
|