Rule 424(b)(3)
FILE NO. 333-11161
PROSPECTUS CEL-SCI CORPORATION
Common Stock
This Prospectus relates to the offer and sale of up
to 1,388,888 shares of Common Stock by the holders of the
Company's Series B Preferred Stock (the "Preferred Stock")
if and when the holders of the Series B Pre- ferred Stock
elect to convert the Preferred Stock into shares of the
Company's Common Stock. The holders of the Preferred Stock
may resell the shares they receive upon conversion from time
to time in the public market. The holders of the Preferred
Stock, to the extent they convert the Preferred Stock into
shares of Common Stock, are sometimes referred to in this
Prospectus as the "Selling Shareholders".
This Prospectus also relates to the sale of up to
15,355 shares of common stock issuable upon the exercise of
certain Sales Agent Warrants. The Sales Agent's Warrants
were issued in connection with the Company's August 1996
offering of 5,000 shares of the Company's Series B Preferred
Stock. The warrants are exercisable at a price of $6.51 per
share. The holders of the Sales Agent's Warrants, to the
extent they exercise the Sales Agent's Warrants and receive
shares of Common Stock, are also referred to in this
Prospectus as the "Selling Shareholders".
The Company will not receive any proceeds from the
resale of the shares by the Selling Shareholders. The
Selling Shareholders have advised the Company that they will
offer the shares through broker/dealers at market prices
with customary commissions being paid by the Selling
Shareholders. The costs of registering the shares offered
by the Selling Shareholders are being paid by the Company.
The Selling Shareholders will pay all other costs of the
sale of the shares offered by them. See "Selling
Shareholders".
THESE SECURITIES 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" AND
"DILUTION". THESE SECURITIES HAVE NOT
BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR
HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
On December 5, 1996 the closing prices of the
Company's Common Stock and Warrants on the NASDAQ
System were $4.00 and $0.18, respectively. See
"Market Information".
The Date of this Prospectus is December 6, 1996
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of l934 and in accordance therewith is required to
file reports, proxy statements and other information with the Securities
and Exchange Commission (the "Commission"). Copies of any such reports,
proxy statements and other information filed by the Company can be
inspected and copied at the public reference facility maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. and at
the Commission's Regional offices in New York (7 World Trade Center, Suite
1300, New York, New York 10048) and Chicago (Northwestern Atrium Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511). Copies
of such material can be obtained from the Public Reference Section of the
Commission at its office in Washing- ton, D.C. 20549 at prescribed rates.
Certain information concerning the Com- pany is also available at the
Internet Web Site maintained by the Securities and Exchange Commission at
www.sec.gov. The Company has filed with the Commis- sion a Registration
Statement on Form S-3 (together with all amendments and exhibits thereto,
the "Registration Statement") under the Securities Act of 1933, as amended
(the "Act"), with respect to the Units offered hereby. This Prospectus
does not contain all of the information set forth in the Registra- tion
Statement, certain parts of which are omitted in accordance with the rules
and regulations of the Commission. For further information, reference is
made to the Registration Statement.
DOCUMENTS INCORPORATED BY REFERENCE
The Company 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 herein (other than exhibits to such
documents, unless such exhibits are specifically incorporated by reference
into this Prospectus). Requests should be directed to:
CEL-SCI Corporation
66 Canal Center Plaza, Suite 510
Alexandria, VA 22314
(703) 549-5293
Attention: Secretary
The following documents filed with the Commission by the Company
(Commission File No. 0-11503) are hereby incorporated by reference into
this Prospectus:
(1) The Company's Annual Report on Form 10-K/A for the fiscal
year ended September 30, 1995; and
(2) The Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended December 31, 1995, March 31, 1996 and June 30, 1996.
(3) The Company's Proxy Statement relating to the June 14, 1996
Annual Meeting of Shareholders.
All documents filed with the Commission by the Company 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 the offering
registered hereby shall be deemed to be incorporated by reference into this
Prospectus and to be a part hereof from the date of the filing of such
documents. Any
statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for the
purposes of this Prospectus to the extent that a statement contained herein
or in any subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement.
Such statement so modified or superseded shall not be deemed, except as so
modified or super- seded, to constitute a part of this Prospectus.
PROSPECTUS SUMMARY
THIS SUMMARY SHOULD BE READ IN CONJUNCTION WITH, AND IS QUALIFIED
IN ITS ENTIRETY BY, THE MORE DETAILED INFORMATION AND FINANCIAL STATEMENTS
APPEARING ELSEWHERE IN THIS PROSPECTUS.
The Company
CEL-SCI Corporation (the "Company") was formed as a Colorado
corporation in 1983. The Company is involved in the research and
development of certain drugs and vaccines. The Company's first product,
MULTIKINETM, manufactured using the Company's proprietary cell culture
technologies, is a combination, or "cocktail", of natural human interleukin-
2 ("IL-2") and certain lymphokines and cytokines. MULTIKINE is being tested
to determine if it is effective in improving the immune response of advanced
cancer pantients. The Company's second product, HGP-30, is being tested to
determine if it is an effective treatment/ vaccine against the AIDS virus.
In addition, the Company recently acquired a new patented T-cell Modulation
Process which uses "hetero- conjugates" to direct the body to chose a
specific immune response. The Com- pany intends to use this new technology
to improve the cellular immune response of persons vaccinated with HGP-30
and to develop a potential tubercu- losis ("TB") treatment/vaccine.
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
immunogenicity and determine the appropriate dosage for the product,
identify possible side effects and risks in a larger group of subjects, and
provide preliminary indi- cations of efficacy. Phase III trials consist of
testing for actual clinical efficacy for safety within an expanded group of
patients at geographically dispersed test sites. See "Business Government
Regulation" for a more de- tailed description of the foregoing.
Between 1983 and 1986 the Company was primarily involved in funding
pre-clinical and Phase I clinical trials of MULTIKINE. These trials were con
ducted at St. Thomas's Hospital Medical School in London, England pursuant
to authority granted by England's Department of Health and Social Security.
In July, 1991 physicians at a southern Florida medical institution began
human clinical trials using MULTIKINE. The focus of these trials was the
treatment of metastatic malignant melanoma and unresectable head and neck
cancer using MULTIKINE. The clinical trials in Florida were conducted
pursuant to approvals obtained by the medical institution from the Florida
Department of Health and Rehabilitative Services.
In March 1995, the Canadian Health Protection Branch, Health and
Welfare Ministry gave clearance to the Company to start a phase I/II cancer
study using Multikine. The study, which will enroll up to 30 head and neck
cancer patients who have failed conventional treatments, will be conducted
at several
sites in the United States and Canada and is designed to evaluate safety,
tumor responses and immune responses in patients treated with multiple
courses of Multikine. The length of time that each patient will remain on
the inves- tigational treatment will depend on the patient's response to
treatment. In May l995, the U.S. Food and Drug Administration (FDA)
authorized the export of the Company's Multikine drug to Canada for purposes
of this study.
In February 1996 the FDA authorized the Company to conduct two
human clinical studies using MULTIKINE and focusing on prostate and head and
neck cancer. The prostate study is being conducted at Jefferson Hospital in
Philadelphia, Pennsylvania and will involve up to 15 prostate cancer
patients who have failed on hormonal therapy. The head and neck cancer
study will involve up to 30 cancer patients who have failed using
conventional therapies. The head and neck cancer study in the U.S. is being
conducted in conjunction with the Company's Canadian head and neck cancer
study.
Viral Technologies, Inc. ("VTI"), a wholly-owned subsidiary of the
Company, is engaged in the development of a possible treatment/vaccine for
AIDS. VTI's technology may also have application in the treatment of AIDS-in
fected individuals and the diagnosis of AIDS. VTI's AIDS treatment/
vaccine, HGP-30, has completed certain Phase I human clinical trials. In
the Phase I trials, the vaccine was administered to volunteers who were not
infected with the HIV virus in an effort to determine safe and tolerable
dosage levels.
In April 1995 VTI, with the approval of the California Department
of Health Services Food and Drug Branch (FDB), began another clinical trial
in California using volunteers who received two vaccinations. The
volunteers receiving the two lowest dosage levels were asked to donate blood
for a SCID mouse HIV challenge study. The SCID mouse is considered to be
the best available animal model for HIV because it lacks its own immune
system and therefore permits human cell growth. White blood cells from the
five (5) vaccinated volunteers and from normal donors were injected into
groups of SCID mice. They were then challenged with high levels of a
different strain of the HIV virus than the one from which HGP-30 is derived.
Infection by virus was determined and confirmed by two different assays, p24
antigen, a component of the virus core, and reverse transcriptase activity,
an enzyme critical to HIV replication. Approximately 78% of the SCID mice
given blood from vaccinated volunteers showed no HIV infection after virus
challenge as compared to 13% of the mice given blood from unvaccinated
donors.
In December l987, VTI signed a licensing agreement with Nippon Zeon
Co., Ltd. ("Nippon Zeon"), a Japanese chemical manufacturer, granting Nippon
Zeon exclusive rights to VTI's prototype AIDS vaccine and improvements in
the Pacific Area. Under the agreement, VTI received an initial licensing
payment, as well as a pre-commercialization payment, and was also entitled
to receive additional pre-commercialization payments dependent upon receipt
of certain regulatory approvals. In l995 Nippon Zeon released its rights to
VTI's tech- nology in consideration for VTI's agreement to pay Nippon Zeon a
royalty on sales of products made with VTI's technology in the licensed
area. In July l996 Nippon Zeon agreed to surrender its royalty rights, as
well as any other rights it may have had to VTI's technology, in exchange
for 45,000 shares of the Company's common stock.
In January 1996 the Company acquired a new patented T-cell
Modulation Process which uses "heteroconjugates" to direct the body to chose
a specific immune response. The ability to generate a specific immune
response is impor- tant because many diseases are often not combatted
effectively due to the body's selection of the "inappropriate" immune
response. The capability to specifically reprogram an immune response may
offer a more effective approach than existing vaccines and drugs in
attacking an underlying disease.
The Company intends to use this new technology to improve the cellu
lar immune response of VTI's HIV HGP-30 immunogen which is currently in two
clinical studies. In addition, the Company intends to use the technology to
develop a potential Tuberculosis (TB) vaccine/treatment. TB is the largest
killer of all infectious diseases worldwide and new strains of drug
resistant TB are emerging daily. The technology is also a potential
platform technology which could also work with many other peptides. Using
this new technology, the Company is currently conducting in vitro laboratory
and in vivo animal studies.
The T-Cell Modulation Process was acquired from Cell-Med,
Incorporated ("CELL-MED") in consideration for the Company's agreement to
pay certain lia- bilities of CELL-MED in the amount of approximately
$6,000. If the Company elects to retain ownership in the technology after
March 30, 1997, the Company must pay CELL-MED $200,000, plus additional
payments ranging between $100,000 and $600,000, depending upon the
Company's ability to obtain regulatory ap- proval for clinical studies
using the technology. In addition, should the Company receive FDA approval
for the sale of any product incorporating the technology, the Company is
obligated to pay CELLMED an advance royalty of $500,000, a royalty of 5% of
the sales price of any product using the tech- nology, plus 15% of any
amounts the Company receives as a result of sublicens- ing the technology.
So long as the Company retains rights in the technology, the Company has
also agreed to pay the future costs associated with pursuing and or
maintaining CELL-MED's patent and patent applications relating to the
technology. As of February 29, 1996, CELL-MED had been issued patents in
Australia and from the European Patent Office covering the technology and
had several U.S. and foreign patent applications pending.
All of the Company's products are in the early stages of
development. The Company does not expect to develop commercial products for
several years, if at all. The Company has had operating losses since its
inception, has an accumulated deficit of approximately $28,500,000 at June
30, 1996, and expects to incur substantial losses for the foreseeable
future.
In March 1996 the Company sold $l,250,000 of Convertible Notes
("Notes") to two persons. The Notes were convertible from time to time in
whole or in part, into shares of the Company's Common Stock. The
conversion price was the lesser of (i) $5 per share or (ii) 80% of the
average closing bid price of the Company's Common Stock during the five
trading days immedi
ately preceding the date of such conversion. The Notes were payable on
December 1, 1996 and accrued interest at 10% per annum. All of the Notes
have since been converted into 250,000 shares of the Company's Common Stock.
In May 1996 the Company sold 3,500 shares of its Series A Preferred
Stock (the "Preferred Shares") for $3,500,000 or $1,000 per share. At the
purchasers' option, up to 1,750 Preferred Shares were convertible, on or
after 60 days from the closing date of the purchase of such shares (the
"Closing"), into shares of the Company's Common Stock on the basis of one
share of Pre- ferred Stock for shares of Common Stock equal in number to the
amount deter- mined by dividing $1,000 by 85% of the Closing Price of the
Company's Common Stock. All Preferred Shares were convertible, on or after
90 days from the Closing, on the basis of one share of Preferred Stock for
shares of the Com- pany's Common Stock equal in number to the amount
determined by dividing $1,000 by 83% of the Closing Price of the Company's
Common Stock. The term "Closing Price" was defined as the average closing
bid price of the Company's Common Stock over the five-day trading period
ending on the day prior to the conversion of the Preferred Stock. All
outstanding shares of the Series A Preferred Stock have since been converted
into 632,041 shares of the Company's Common Stock. The shares issued upon
the conversion of the Series A Pre- ferred Stock are being offered for
public sale by means of a separate regis- tration statement.
The MULTIKINE technology and know-how licensed to the Company was
developed by a group of researchers under the direction of Dr. Hans-Ake
Fabricius and was assigned, during l980 and l98l, to Hooper Trading Company,
N.V., a Netherlands Antilles' corporation ("Hooper"), and Shanksville
Corporation, also a Netherlands Antilles corporation ("Shanksville"). Prior
to October l996, Mr. de Clara and Dr. Fabricius owned 50% and 30%,
respectively, of each of these companies. In October l996, Mr. de Clara
disposed of his interest in Hooper and Shanksville. The technology and know
how assigned to Hooper and Shanksville was licensed to Sittona Company,
B.V., a Netherlands corporation ("Sittona"), effective September, l982
pursuant to a licensing agreement which requires Sittona to pay to Hooper
and Shanksville royalties on income received by Sittona respecting the
technology and know-
how licensed to Sittona. In l983, Sittona licensed this technology to the
Company. At such time as the Company generates revenues from the sale or
sublicense of this technology, the Company will be required to pay
royalties to Sittona equal to l0% of net sales and l5% of the licensing
royalties received from third parties. In that event, Sittona, pursuant to
its licensing agreements with Hooper and Shanksville, will be required to
pay to those companies a minimum of l0% of any royalty payments received
from the Company.
Between l985 and October l996 Mr. de Clara owned all of the issued
and outstanding stock of Sittona. In October l996, Mr. de Clara disposed
of his interst in Sittona.
The Company has reached a tentative agreement to acquire from
Sittona Company, Hooper Trading Company, and Shanksville Corporation all
rights pertaining to the Multikine technology for $500,000 in cash and
shares of the Company's common stock having a value of $3,500,000. The
acquisition of this technology is subject to the execution of a definitive
agreement between the parties.
The Company's executive offices are located at 66 Canal Center
Plaza, Suite 510, Alexandria, Virginia 22314, and its telephone number is
(703) 5495293.
THE OFFERING
Securities Offered: Up to 1,388,888 shares of Common Stock are offered
for
public sale by the holders of the Company's Series
B Preferred Stock if and when the holders of the
Preferred Stock elect to convert the Preferred
Stock into shares of the Company's Common Stock.
An additional 15,355 shares of common stock are
offered for public sale upon the exercise of Sales
Agent Warrants which were issued in connection with
the Company's August 1996 private offering of the
Series B Preferred Stock. The holders of the
Preferred Stock and the Sales Agent's Warrants, to
the extent they convert the Preferred Stock into
Common Stock or exercise the Sales Agent's
Warrants, may resell the shares they receive upon
conversion or exercise from time to time in the
public market. The holders of the Preferred Stock
and the Sales Agent's Warrants are sometimes
referred to in this Prospectus as the "Selling
Share- holders". The Company will not receive any
proceeds from the sale of the shares offered by the
Selling Shareholders. See "Selling Shareholders".
Common Stock Outstand-
ing Prior To and After
Offering: As of October 31, 1996, the Company had 7,979,995
shares of Common Stock issued and outstanding.
Assuming all the shares of the Series B Preferred
Stock are converted to shares of the Company's
Common Stock and all of the Sales Agent's Warrants
are exercised, there will be 9,384,238 shares of
Common Stock issued and outstanding. The number of
outstanding shares before and after this Offering
does not give effect to shares which may be issued
upon the exercise and/or conversion of options,
warrants or other convertible securities previously
issued by the Company. See "Dilution and
Comparative Share Data", "Selling Shareholders" and
"Description of Securities".
Risk Factors: The purchase of the Securities offered by this Pros-
pectus involves a high degree of risk. Risk
factors include the following: lack of revenues and
history of loss, need for additional capital,
government regula- tion, need for FDA approval, and
dilution. See "Risk Factors."
NASDAQ Symbols: Common Stock: CELI
Warrants: CELIW
Summary Financial Data
For the Years Ended September 30,
1995 1994 1993 1992
1991
Investment Income &
Other Revenues $423,765 $624,670 $997,964 $434,180 $35,972
Expenses:
Research and
Development 1,824,661 2,896,109 1,307,042 481,697 108,771
Depreciation
and
Amortization 262,705 138,755 55,372 33,536
32,582
General and
Adminis-
trative 1,713,912 1,621,990 1,696,119 1,309,475 795,015
Equity in loss
of joint
venture 501,125 394,692 344,423 260,388
290,166
Net Loss $(3,878,638) $(4,426,876) $(2,404,992) $(1,650,916)
$(1,190,562)
Loss per
common share $(0.89) $(1.06) $(0.58) $(0.42)
$(0.35)
Weighted average
common shares
outstanding 4,342,628 4,185,240 4,155,431 3,953,233 3,400,546
Nine Months Ended June 30,
1996 1995
Investment Income & Other Revenues $ 188,256 $ 313,005
Expenses:
Research and Development 2,350,600 1,383,978
Depreciation and Amortization 208,912 201,197
General and Administrative 2,113,884 1,268,677
Equity in loss of joint venture 3,772 395,224
Net Loss $(4,488,912) $(3,249,076)
Loss per common share $(0.74) $(0.70)
Weighted average common shares
outstanding 6,086,492 4,194,563
Balance Sheet Data:
September 30,
1995 1994 1993 1992 1991
Working Capital $3,983,699 $5,795,191 $10,296,472 $13,043,012
$682,831
Total Assets 6,359,011 8,086,670 11,633,090 13,769,504
1,611,899
Total
Liabilities 1,516,978 1,407,602 688,231 467,086 672,595
Shareholders'
Equity 4,842,033 6,679,068 10,944,859 13,302,4l8 939,304
June 30, 1996
Working Capital $6,979,975
Total Assets
$8,723,934
Total Liabilities
$1,191,000
Shareholders' Equity
$7,532,934
No dividends have been declared by the Company since its inception.
RISK FACTORS
An investment in the Company's Securities involves a high degree
of risk. Prospective investors are advised that they may lose all or part
of their investment. Prospective investors should carefully review the
following risk factors.
Lack of Revenues and History of Loss. The Company has had only
limited revenues since it was formed in 1983. Since the date of its
formation and through June 30, 1996, the Company has incurred net losses of
approximate- ly $28,500,000. During the years ended September 30, 1993,
1994 and 1995 the Company suffered losses of $2,404,992, $4,426,876 and
$3,878,638 respectively. The Company has relied principally upon the
proceeds of public and private sales of securities to finance its
activities to date. All of the Company's potential products are in the
early stages of development, and any commercial sale of these products will
be many years away. Accordingly, the Company ex- pects to incur substantial
losses for the foreseeable future.
Need for Additional Capital. 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 ("FDA"), involve significant costs. The
Company expects that it will need additional financing in order to fund the
costs of future clinical trials, related research, and general and
administrative expenses. The Company may be forced to delay or postpone
development and research expenditures if the Company is unable to secure
adequate sources of funds. These delays in development may have an adverse
effect on the Company's ability to produce a timely and competitive
product. There can be no assurance that the Company will be able to obtain
additional funding from other sources.
Viral Technologies, Inc. ("VTI"), a wholly-owned subsididary of
the Company, is dependent upon funding from the Company for its operations
and research programs.
Cost Estimates. The Company's estimates of the costs associated
with future clinical trials and research may be substantially lower than
the actual costs of these activities. If the Company's cost estimates are
incorrect, the Company will need additional funding for its research
efforts.
Government Regulation - FDA Approval. Products which may be devel-
oped by the Company or Viral Technologies, Inc. (or which may be developed
by affiliates or licensees) will require regulatory approvals prior to
sale. In particular, therapeutic agents and diagnostic products are
subject to approv
al, 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 the Company, Viral Technologies, Inc. or its
licensees, and there can be no assurance that such approvals will be
granted. Any failure to obtain or any delay in obtaining such approvals may
adversely affect the ability of poten- tial licensees or the Company to
successfully market any products developed. Also, the extent of adverse
government regulations which might arise from future legislative or
administrative action cannot be predicted. The clinical trial which the
Company's affiliate, Viral Technologies, Inc., is conducting in California
is regulated by government agencies in California and obtaining approvals
from states for clinical trials is likewise expensive and time consuming.
Dependence on Others to Manufacture Product. The Company has an
agreement with an unrelated corporation for the production, until 1997, of
MULTIKINE for research and testing purposes. At present, this is the
Company's only source of MULTIKINE. If this corporation could not, for any
reason, supply the Company with MULTIKINE, the Company estimates that it
would take approximately six to ten months to obtain supplies of MULTIKINE
under an alternative manufacturing arrangement. The Company does not know
what cost it would incur to obtain this alternative source of supply.
Licensed Technology. The Company's clinical studies and research
with respect to MULTIKINE have focused on compounds, compositions and
processes which were licensed to the Company by Sittona Company, B.V.
("Sittona") in 1983. Maximilian de Clara, the Company's president and a
director, controlled Sittona between 1985 and 1996. Any commercial
products developed by the Com- pany and based upon the technology licensed
by Sittona will belong to Sittona, subject to the Company's right to
manufacture and sell such products in accordance with the terms of the
licensing agreement. The Company's license remains in effect until the
expiration or abandonment of all patent rights or until the compounds,
compositions and processes subject to the license enter into the public
domain, whichever is later. The license may be terminated earlier for
other reasons, including the insolvency of the Company. Any future trans-
actions between the Company and Sittona will be subject to the review and
approval by a majority of the Company's disinterested directors.
Technological Change. The biomedical field in which the Company
is involved is undergoing rapid and significant technological change. The
successful development of therapeutic agents and diagnostic products from
the compounds, compositions and processes licensed to the Company, through
Company
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. There can be no assurance that the
Company will achieve or maintain such a competitive position or that other
technologi- cal developments will not cause the Company's proprietary
technologies to become uneconomical or obsolete.
Patents. Since 1983 the Company, on behalf of the owners of the
MULTIKINE technology licensed to the Company, has filed applications for
United States and foreign patents covering certain aspects of the MULTIKINE
technology. Although the Company has paid the costs of applying for and
obtaining patents, the MULTIKINE technology covered by the patents is not
owned by the Company, but by an affiliated party which has licensed the
technology to the Company. As of October 15, 1990 the MULTIKINE technology
has been covered by nine U.S. patents and three European patents. The HGP-
30 technology being developed by the Company's subsidiary VIT, is covered by
one U.S. patent and one foriegn patent. There is no assurance that any
pending patent applications or any patent applications 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 the owners of the patents and the Company. Disputes
may arise between the owners of the patents or the Company and others as to
the scope, validity and ownership rights of these or other patents. Any
defense of the patents could prove costly and time consuming and there can
be no assurance that the Company or the owners of the patents 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 the Company. The scope and validity of
such patents, if any, the extent to which the Company or the owners of the
patents may wish or need to acquire the rights
to such pa- tents, and the cost and availability of such rights are
presently unknown. Also, as far as the Company relies upon unpatented
proprietary technology, there is no assurance that others may not acquire
or independently develop the same or similar technology. The first patent
licensed to the Company will ex- pire in the year 2000. Since the
Company's Investigational New Drug applica- tion relating to MULTIKINE has
only recently been cleared by the FDA, and since the Company does not know
if it will ever be able to sell MULTIKINE on a commercial basis, the
Company cannot predict what effect the expiration of this patent will have
on the Company.
Notwithstanding the above, the Company believes that later issued patents
will protect the technology associated with MULTIKINE past the year 2000.
Product Liability Insurance. Although the Company has product
lia
bility insurance for MULTIKINE and its HGP-30 vaccine, the successful
prosecution of a product liability case against the Company could have a
materially adverse effect upon its business if the amount of any judgment
exceeds the Company's insurance coverage.
Dependence on Management and Scientific Personnel. The Company is
dependent for its success on the continued availability of its executive
officers. The loss of the services of any of the Company's executive
officers could have an adverse effect on the Company's business. The
Company does not carry key man life insurance on any of its officers. The
Company's future success will also depend upon its ability to attract and
retain qualified scien- tific personnel. There can be no assurance that the
Company will be able to hire and retain such necessary personnel.
Options, Warrants and Convertible Securities. The Company has is
sued options, warrants and other convertible securities ("Derivative Securi
ties") which allow the holders to acquire additional shares of the Company's
Common Stock. In some cases the Company has agreed that, at its expense,
it will make appropriate filings with the Securities and Exchange Commission
so that the securities underlying certain Derivative Securities will be
available for public sale. Such filings could result in substantial expense
to the Company and could hinder future financings by the Company.
For the terms of these Derivative Securities, the holders thereof
will have an opportunity to profit from any increase in the market price of
the Company's Common Stock without assuming the risks of ownership. Holders
of such Derivative Securities may exercise and/or convert them at a time
when the Company could obtain additional capital on terms more favorable
than those provided by the Derivative Securities. The exercise or
conversion of the Derivative Securities will dilute the voting interest of
the owners of pre- sently outstanding shares of the Company's Common Stock
and may adversely af- fect the ability of the Company to obtain additional
capital in the future. The sale of the shares of Common Stock issuable upon
the exercise or conver- sion of the Derivative Securities could adversely
affect the market price of the Company's stock. See "Dilution and
Comparative Share Data".
Competition. The competition in the research, development and com
mercialization of products which may be used in the prevention or treatment
of cancer and AIDS is intense. Major pharmaceutical and chemical companies,
as well as specialized genetic engineering firms, are developing products
for these 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 AIDS and are expected to become more
active in the future.
The clinical trials sponsored to date by the Company and VTI have
not been approved by the FDA, but rather have been conducted pursuant to
approvals obtained from regulatory agencies in England, Canada and certain
states. Since the results of these clinical trials may not be accepted by
the FDA, companies which are conducting clinical trials approved by the FDA
may have a competi- tive advantage in that the products of such companies
are further advanced in the regulatory process than those of the Company or
VTI.
Lack of Dividends. There can be no assurance the Company will be
profitable. At the present time, the Company intends to use available funds
to finance the Company's operations. Accordingly, while payment of
dividends rests within the discretion of the Board of Directors, no
dividends have been declared or paid by the Company. The Company does not
presently intend to pay dividends and there can be no assurance that
dividends will ever be paid.
Pursuant to the terms of a loan agreement with a bank, the Company may not
pay any dividends without the consent of the bank.
Dilution. Persons purchasing the securities offered by this Pros
pectus will suffer an immediate dilution in the per share net tangible book
value of their Common Stock. See "Dilution and Comparative Share Data."
Preferred Stock. The Company's Articles of Incorporation authorize
the Company's Board of Directors to issue up to 200,000 shares of Preferred
Stock. The provisions in the Company's Articles of Incorporation relating
to the Preferred Stock allow the Company's directors to issue Preferred
Stock with multiple votes per share and dividends rights which would have
priority over any dividends paid with respect to the Company's Common Stock.
The issuance of Preferred Stock with such rights may make the removal of
management difficult 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.
DILUTION AND COMPARATIVE SHARE DATA
As of October 31, 1996, the present shareholders of the Company
owned 7,979,995 shares of Common Stock, which had a net tangible book value
of ap- proximately $1.41 per share. The following table illustrates the
comparative stock ownership of the other stockholders of the Company, as
compared to the investors in this Offering, assuming all shares offered are
sold.
Shares outstanding (1) 7,979,995
Shares to be issued upon conversion of
Series B Preferred Stock, assuming
conversion price of $3.60 per share 1,388,888
Shares to be issued upon exercise of
Sales Agent's Warrants 15,355
Shares outstanding (pro forma basis) (1) 9,384,238
Net tangible book value per share $1.41
Equity ownership by present shareholders
after this offering 85%
Equity ownership by investors in this Offering 15%
(1) Amount excludes shares which may be issued upon the exercise and/or con
version of options, warrants and other convertible securities previously
issued by the Company. See table below.
The purchasers of the securities offered by this Prospectus will
suffer an immediate dilution if the price paid for the securities offered is
greater than the net tangible book value of the Company's Common Stock.
"Net tangible book value" is the amount that results from
subtracting the total liabilities and intangible assets of the Company from
its total as- sets. "Dilution" is the difference between the offering price
and the net tangible book value of shares immediately after the Offering.
The following table reflects the additional shares which may be is
sued as the result of the exercise of outstanding options and warrants or
the conversion of other securities issued by the Company.
Number of Note
Shares
Reference
Outstanding as of October 31, 1996 7,979,995
Shares Subject to this Offering:
Shares issuable upon conversion of
the Series B preferred stock 1,388,888 A
Shares issuable upon exercise of
Sales Agent's Warrants 15,355 B
Shares outstanding (pro forma basis)
9,384,238
Other Shares Which May Be Issued:
Shares issuable upon exercise of
warrants issued to Selling Agent, or its assigns, in
connection with the Company's June and September 1995
Private Offerings 65,220
C
Shares issuable upon exercise of
warrants sold in Company's 1992
Public Offering 517,500
D
Shares issuable upon exercise of
warrants sold to Underwriter in connection with Company's
1992
Public Offering 90,000 E
Shares issuable upon exercise of
options granted to Company's officers,
directors, employees and consultants 981,926 F
11,038,884
A. In August 1996 the Company sold, in a private transaction, 5,000 shares
of its Series B Preferred Stock (the "Preferred Shares") for $5,000,000
or $1,000 per share. At the purchasers' option, up to 2,500 Preferred
Shares are convertible, on or after ten days from the date of this
Prospectus (the "Effective Date"), into shares of the Company's Common
Stock on the basis of one share of Preferred Stock for shares of Common
Stock equal in number to the amount determined by dividing $1,000 by
87% of the Closing Price of the Company's Common Stock. All Preferred
Shares are convertible, on or after 40 days from the Effective Date, on
the basis of one share of Preferred Stock for shares of the Company's
Common Stock equal in number of the amount determined by dividing
$1,000 by 85% of the Closing Price of
the Company's Common Stock. The term "Closing Price" is defined as the
average closing bid price of the Company's Common Stock over the five-
day trading period ending on the day prior to the conversion of the
Preferred Stock. Notwithstanding the above, the conversion price may
not be less than $3.60 nor more than $14.75. The Preferred Shares, if
issued, are entitled to a quarterly dividend of $17.50 per share. Any
Preferred Shares which are outstanding on November 7, 1998 will be
automatically converted into shares of the Company's Common Stock. The
shares issuable upon the conversion of the Series B Preferred Stock are
offered to the public by means of this Prospectus. See "Selling
Shareholders."
B. In connection with the Company's August 1996 Private Offering,
Shoreline Pacific Institutional Finance, the Sales Agent for such
offering, received a commission as well as warrants to purchase 15,355
shares of the Com- pany's Common Stock at $6.51 per share. The shares
of Common Stock is- suable upon the exercise of the Sales Agent's
Warrants are being offered by means of this Prospectus. See "Selling
Shareholders".
C. In connection with the Company's June and September Private Offerings,
Neidiger/Tucker/Bruner, Inc., the Sales Agent for these offerings, re
ceived a commission, a non-accountable expense allowance and warrants
to purchase (i) 57,500 shares of the Company's Common Stock at $2.00
per share, (ii) 57,500 shares at $2.40 per share, and (ii) an
additional 115,000 shares at $3.25 per share. Prior to the date of this
Prospectus the Sales Agent (and/or its assigns) collectively exercised
Warrants pertaining to 164,780 shares of the Company's Common Stock.
By means of a separate Registration Statement, the shares of Common
Stock issuable upon the exercise of the remaining Warrants issued to
the Sales Agent have been registered for public sale.
D. See "Description of Securities".
E. The Underwriter's Warrants provide that the Company, at its expense,
will make appropriate filings with the Securities and Exchange
Commission so that the securities underlying the Underwriter's Warrants
will be available for public sale.
F. The options are exercisable at prices ranging from $2.87 to $19.70 per
share. The Company may also grant options to purchase 1,117,407
additional shares under its Incentive Stock Option and Non-Qualified
Stock Option Plans.
SELLING SHAREHOLDERS
In August 1996 the Company sold 5,000 shares of its Series B
Preferred Stock (the "Preferred Shares") for $5,000,000 or $1,000 per
share. At the purchasers' option, the Preferred Shares are convertible from
time to time, in whole or in part, into shares of the Company's Common
Stock upon certain terms. See "Description of Securities". The shares
issuable upon the conversion of the Series B Preferred Shares are being
offered to the public by means of this Prospectus.
In connection with the Company's August 1996 offering of 5,000
shares of Series B Preferred Stock, Shoreline Pacific Institutional
Finance, the Sales Agent for such offering, received a commission as well
as warrants to purchase 15,355 shares of the Company's Common Stock at
$6.51 per share. Shoreline Pacific, Inc. subsequently assigned the Sales
Agent's Warrants to certain per- sons named below. The shares issuable
upon the exercise of the Sales Agent's Warrants are also being offered for
public sale by means of this Prospectus.
The holders of the Preferred Shares and the Sales Agent's
Warrants, to the event they convert their Preferred Shares into shares of
Common Stock or exercise their warrants, are sometimes referred to in this
Prospectus as the "Selling Shareholders". The Company will not receive any
proceeds from the sale of the shares by the Selling Shareholders.
The names of the Selling Shareholders are:
Shares Which
may be Acquired Shares to Share
Shares Upon Conver- be Sold in Owner-
Presently sion of Pre- This ship
After
Name Owned ferred Shares Offering (3)
Offering
Infinity Investors Ltd. - 694,444 (1) 694,444 -
Professional Edge - 138,888 (1) 138,888 -
Fund L.P.
Pro Futures Special - 138,888 (1) 138,888 -
Equities Fund, L.P.
Seacrest Capital Limited - 138,888 (1) 138,888 -
Baskerville Trading - 138,888 (1) 138,888 -
Corporation
Buchanan Partners Ltd. - 69,444 (1) 69,444 -
The Buchanan Fund - 69,444 (1) 69,444 -
Harlan Kleiman 10,748 (2) 10,748 -
Robert Schacter 3,225 (2) 3,225 -
Timothy Holmes 1,228 (2) 1,228 -
Joseph Gil 154 (2) 154 -
1,404,239 1,404,239
(1) Represents shares issuable upon the conversion of the Series B
Preferred Stock assuming conversion price of $3.60 per share. The
actual number of shares to be issued upon the conversion of the
Preferred Shares will depend upon the price of the Company's Common
Stock at the time of conversion. See "Description of Securities."
(2) Represents shares issuable upon the exercise of the Sales Agent's
Warrants.
(3) Assumes all shares owned, or which may be acquired, by the Selling Share
holders, are sold to the public by means of this Prospectus.
Manner of Sale. The shares of Common Stock owned, or which may be
acquired, by the Selling Shareholders may be offered and sold by means of
this Prospectus from time to time as market conditions permit in the over-
thecounter market, or otherwise, at prices and terms then prevailing or at
prices related to the then-current market price, or in negotiated
transactions. These shares may be sold by one or more of the following
methods, without limitation: (a) a block trade in which a broker or dealer
so engaged will attempt to sell the shares as agent but may position and
resell a portion of the block as principal to facilitate the transaction;
(b) purchases by a broker or dealer as principal and resale by such broker
or dealer for its account pursuant to this Prospectus; (c) ordinary
brokerage transactions and transactions in which the broker solicits
purchasers; and (d) face-to-face transactions between sellers and purchasers
without a broker/dealer. In effecting sales, brokers or dealers engaged by
the Selling Shareholders may arrange for other brokers or dealers to
participate. Such brokers or dealers may receive commissions or discounts
from Selling Shareholders in amounts to be negotiated.
The Selling Shareholders and any broker/dealers who act in
connection with the sale of the Shares hereunder may be deemed to be
"underwriters" within the meaning of 2(11) of the Securities Acts of 1933,
and any commissions re- ceived by them and profit on any resale of the
Shares as principal might be deemed to be underwriting discounts and
commissions under the Securities Act. The Company has agreed to indemnify
the Selling Shareholders and any securities broker/dealers who may be deemed
to be underwriters against certain liabili- ties, including liabilities
under the Securities Act as underwriters or other- wise.
The Company has advised the Selling Shareholders that they and any
securities broker/dealers or others who may be deemed to be statutory under
writers will be subject to the Prospectus delivery requirements under the
Securities Act of 1933. The Company has also advised each Selling
Shareholder that in the event of a "distribution" of the shares owned by the
Selling Shareholder, such Selling Shareholder, any "affiliated purchasers",
and any broker/ dealer or other person who participates in such distribution
may be subject to Rule 10b-6 under the Securities Exchange Act of 1934
("1934 Act") until their participation in that distribution is completed. A
"distribution" is defined in Rule 10b-6 as an offering of securities "that
is distinguished from ordinary trading transactions by the magnitude of the
offering and the presence of spe- cial selling efforts and selling methods".
The Company has also advised the Selling Shareholders that Rule 10b-7 under
the 1934 Act prohibits any "stabi- lizing bid" or "stabilizing purchase" for
the purpose of pegging, fixing or stabilizing the price of the Common Stock
in connection with this offering.
Rule 10b-6 makes it unlawful for any person who is participating in
a distribution to bid for or purchase stock of the same class as is the
subject of the distribution. If Rule 10b-6 applies to the offer and sale of
any of the Shares, then participating broker/dealers will be obligated to
cease market-making activities nine business days prior to their
participation in
the offer and sale of such Shares and may not recommence market-making
activities until their participation in the distribution has been completed.
If Rule 10b-6 applies to one or more of the principal market-makers in the
Company's Common Stock, the market price of such stock could be adversely
affected.
DESCRIPTION OF SECURITIES
Common Stock
The Company 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 out- standing 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 the Company'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 the Company. There are no conversion,
redemp- tion, sinking fund or similar provisions regarding the Common
Stock. All of the outstanding shares of Common Stock are fully paid and
nonassessable 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
The Company is authorized to issue up to 200,000 shares of
Preferred Stock. The Company'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 take- over of the Company.
In May 1996 the Company sold 3,500 shares of its Series A
Preferred Stock (the "Preferred Shares") for $3,500,000 or $1,000 per
share. At the purchasers' option, up to 1,750 Preferred Shares were
convertible, on or after 60 days from the closing date of the purchase of
such shares (the "Closing"), into shares of the Company's Common Stock on
the basis of one share of Preferred Stock for shares of Common Stock equal
in number to the amount determined by dividing $1,000 by 85% of the Closing
Price of the Company's Common Stock. All Preferred Shares were
convertible, on or after 90 days from the Closing, on the basis of one
share of Preferred Stock for shares of the Company's Common Stock equal in
number to the amount determined by dividing $1,000 by 83% of
the Closing Price of the Company's Common Stock. The term "Closing Price"
was defined as the average closing bid price of the Company's Common Stock
over the five-day trading period ending on the day prior to the conversion
of the Preferred Stock. All outstanding shares of the Series A Preferred
Stock have since been converted into 632,041 shares of the Company's Common
Stock. The shares issued upon the conversion of the Series A Preferred
Stock are being offered for public sale by means of a separate registration
statement.
In August 1996 the Company sold 5,000 shares of its Series B
Preferred Stock (the "Series B Preferred Shares") for $5,000,000 or $1,000
per share. At the purchasers' option, up to 2,500 Preferred Shares are
convertible, on or after 10 days from the date of this Prospectus (the
"Effective Date"), into shares of the Company's Common Stock on the basis
of one share of Preferred Stock for shares of Common Stock equal in number
to the amount determined by dividing $1,000 by 87% of the Closing Price of
the Company's Common Stock. All Preferred Shares are convertible, on or
after 40 days from the Effective Date, on the basis of one share of
Preferred Stock for shares of the Company's Common Stock equal in number to
the amount determined by dividing $1,000 by 85% of the Closing Price of the
Company's Common Stock. The term "Closing Price" is defined as the average
closing bid price of the Company's Common Stock over the five-day trading
period ending on the day prior to the conver- sion of the Preferred Stock.
Notwithstanding the above, the conversion price may not be less than $3.60
nor more than $14.75. The Preferred Shares are en- titled to a quarterly
dividend of $17.50 per share. Any Preferred Shares which are outstanding
on the second anniversary of the Effective Date will be auto- matically
converted into shares of the Company's Common Stock. The Preferred Shares
have a liquidation preference over the Company's Common Stock. The shares
issuable upon the conversion of the Preferred Shares are being offered by
means of this Prospectus. See "Selling Shareholders".
Publicly Traded Warrants
In connection with the Company's February, 1992 public offering,
the
Company issued 5,175,000 Warrants. Every ten Warrants entitle the holder
to purchase one share of the Company's Common Stock at a price of $15.00
per share prior to February 7,1997. The Company, upon 30-days notice, may
accelerate the expiration date of the Warrants, provided, however, that at
the time the Company gives such notice of acceleration (1) the Company has
in effect a cur- rent registration statement covering the shares of Common
Stock issuable upon the exercise of the Warrants and (2) at any time during
the 30 day period pre- ceding such notice, the average closing bid price of
the Company's Common Stock has been at least 20% higher than the warrant
exercise price for 15 consecutive trading days. If the expiration date is
accelerated, all Warrants not exer- cised within the 30-day period will
expire.
Other provisions of the Warrants are set forth below. This
information is subject to the provisions of the Warrant Certificate
representing the Warrants.
1. Holders of the Warrants may sell the Warrants rather than
exercise them. However, there can be no assurance that a market will
develop or continue as to the Warrants.
2. Unless exercised within the time provided for exercise, the
Warrants will automatically expire.
3. The exercise price of the Warrants may not be increased during
the term of the Warrants, but the exercise price may be decreased at the dis
cretion of the Company's Board of Directors by giving each Warrant holder
notice of such decrease. The exercise period for the Warrants may be
extended by the Company's Board of Directors giving notice of such extension
to each Warrant holder of record.
4. There is no minimum number of shares which must be purchased
upon
exercise of the Warrants.
5. The holders of the Warrants in certain instances are protected
against dilution of their interests represented by the underlying shares of
Common Stock upon the occurrence of stock dividends, stock splits,
reclassifications, and mergers.
6. The holders of the Warrants have no voting power and are not
entitled to dividends. In the event of a liquidation, dissolution, or
winding up of the Company, holders of the Warrants will not be entitled to
participate in the distribution of the Company's assets.
Transfer Agent
American Securities Transfer, Inc., of Denver, Colorado, is the
transfer agent for the Company's Common Stock.
LITIGATION
In February 1996 the Company filed a lawsuit against ImmunoRx and
Dr. John Hadden for contract breach, tortious interference of contract and
patent infringement concerning the Company's MULTIKINE drug. The lawsuit,
filed in the U.S. District Court for the Middle District of Florida, seeks
damages and the termination of certain research and clinical studies being
conducted by ImmunoRx and Dr. Hadden. From 1984 to 1992, Dr. Hadden
consulted with the Company, performed research on MULTIKINE and manufactured
MULTIKINE for the Com- pany's head and neck cancer study in Florida. In
early 1993, Dr. Hadden signed a separation agreement with the Company
acknowledging the Company's ownership of both MULTIKINE and the research
results. The Company has learned that Dr. Hadden and ImmunoRx are
apparently making copies of MULTIKINE, in contravention of the separation
agreement and the patents covering MULTIKINE, and have begun clinical
studies in a foreign country using a copy of MULTIKINE. See "Business
Compounds and Processes
Licensed to the Company".
EXPERTS
The financial statements as of September 30, 1995 and 1994 and for
each of the three years in the period ended September 30, 1995 incorporated
by reference in this prospectus have been audited by Deloitte & Touche LLP,
inde- pendent auditors, as stated in their report appearing herein, and are
incorpo- rated by reference upon the report of such firm given upon their
authority as experts in accounting and auditing.
INDEMNIFICATION
The Company's Bylaws authorize indemnification of a director,
officer, employee or agent of the Company 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 the
Company 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 en- titled to indemnification.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers, or persons controlling the
Company pursuant to the foregoing provisions, the Com- pany has been
informed that in the opinion of the Securities and Exchange Com- mission,
such indemnification is against public policy as expressed in the Act and
is therefore unenforceable.
ADDITIONAL INFORMATION
The Company has filed with the Securities and Exchange Commission,
450 5th Street, N.W., Washington, D.C. 20001, a Registration Statement
under the Securities Act of l933, as amended, with respect to the
securities offered hereby. This Prospectus does not contain all of the
information set forth in the Registration Statement. For further
information with respect to the Com- pany and such securities, reference is
made to the Registration Statement and to the Exhibits filed therewith.
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 State- ment, each such
statement being qualified in all respects by such reference. Copies of
each document may be inspected at the Commission's offices at 450 Fifth
Street, N.W., Washington, D.C., 20549, and at the Northeast Regional
Office, 7 World Trade Center, 13th Floor, New York, New York 10048 and the
Midwest Regional Office, Suite 1400, 500 West Madison Street, Chicago, Illi-
nois 60681-2511. This Registration Statement and the related exhibits may
also be inspected at the Internet Web Site maintained by the Securities and
Exchange Commission at www.sec.gov. Copies may be obtained at the
Washington, D.C. office upon payment of the charges prescribed by the
Commission.
2451D
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 Prospec- tus must not be relied upon as having been authorized by the
Company. 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 the Company since the date
hereof.
TABLE OF CONTENTS
Page Prospectus Summary ...........................................
4
Risk Factors .................................................
10
Dilution and Comparative Share Data ..........................
14
Selling Shareholders .........................................
16
Description of Securities ....................................
19
Litigation ...................................................
21
Experts ......................................................
22
Indemnification ..............................................
22
Additional Information .......................................
22
Common Stock
CEL-SCI CORPORATION
PROSPECTUS
