FORM 10-K/A SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 1996.
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________to
___________________
Commission file number 0-11503
CEL-SCI CORPORATION
(Exact name of registrant as specified in its charter)
COLORADO 84-0916344
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
66 Canal Center Plaza, Suite 510
Alexandria Virginia 22314
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, Including area code: (703)
5495293
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.OOl par value
(Title of Class)
Indicate by check mark whether the registrant (1) has
filed all reports to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No ___
The aggregate market value of the voting stock held by non-
affiliates of the Registrant, based upon the closing sale price
of the Common Stock on December 20, 1996, as quoted on the
NASDAQ System, was approximately $33,085,000 Shares of Common
Stock held by each officer, director and principal
shareholder have been excluded in that such persons may be deemed
to be affiliates of the Registrant.
Documents Incorporated by Reference: None
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of Registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K. [X]
As of December 17, 1996, the Registrant had 8,382,562 shares of
Common Stock issued and outstanding.
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EXHIBIT INDEX BEGINS ON PAGE ____
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly
authorized.
CEL-SCI CORPORATION
Dated: January -, 1997 By:________________________
Maximilian de Clara, President
By:________________________
Geert R. Kersten, Chief
Executive Officer
Pursuant to the requirements of Section 13 of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly
authorized.
Signature Title Date
/s/ Maximilian de Clara Director and Principal
MAXIMILIAN DE CLARA Executive Officer January 31, 1997
/s/ Geert R. Kersten Director , Principal
GEERT R. KERSTEN Financial Officer
and Chief Executive Officer January 31, 1997
/s/ Mark V. Soresi Director January 31, 1997
MARK V. SORESI
/s/ F. Donald Hudson Director January 31, 1997
F. DONALD HUDSON
2388D-p.43144
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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<ARTICLE> 5
<CIK> 0000725363
<NAME> CEL-SCI
<S> <C>
<PERIOD-TYPE> 12- MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-END> SEP-30-1996
<CASH> 3,549,810
<SECURITIES> 6,498,812
<RECEIVABLES> 219,488
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 10,540,514
<PP&E> 1,735,882
<DEPRECIATION> 863,899
<TOTAL-ASSETS> 11,878,370
<CURRENT-LIABILITIES> 274,410
<BONDS> 0
0
56
<COMMON> 78,315
<OTHER-SE> 41,918,036
<TOTAL-LIABILITY-AND-EQUITY> 11,878,370
<SALES> 67,317
<TOTAL-REVENUES> 322,370
<CGS> 0
<TOTAL-COSTS> 6,645,264
<OTHER-EXPENSES> 3,772
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (6,326,666)
<INCOME-TAX> 0
<INCOME-CONTINUING> (6,326,666)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6,326,666)
<EPS-PRIMARY> (.98)
<EPS-DILUTED> (.98)
</TABLE>
