SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-4
Issuer Tender Offer Statement
Pursuant to Section l3(e)(l) of the Securities
Exchange Act of l934
(Amendment No. _)
CEL-SCI CORPORATION
(Name of Issuer)
CEL-SCI CORPORATION
(Name of Person(s) Filing Statement)
Common Stock Purchase Warrants
(Title of Class of Securities)
150-837-128
(CUSIP Number of Class of Securities)
William T. Hart, Esq.
Hart & Trinen
l624 Washington Street
Denver, Colorado 80203
303-839-006l
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person(s) Filing Statement)
November 14, l997
(Date Tender Offer First Published,
Sent or Given to Security Holders)
Calculation of Filing Fee:
----------------------------------------------
( ) )
( Transaction ) Amount of Filing Fee )
( Valuation* ) $5l7.50 )
( ) )
----------------------------------------------
<PAGE>
The valuation set forth above is based upon the market price of the
Warrants, assuming all Warrants are tendered pursuant to this offering.
*Set forth the amount on which the filing fee is calculated and state how
it was determined.
[X] Check box if any part of the fee is offset as provided by Rule
0-ll(a)(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration state- ment number, or the
Form or Schedule and the date of its filing.
Amounts Previously Paid: $1,317
Form or Registration Nos.: 333-31489
Filing Party: CEL-SCI Corporation
Dates Filed: August 4, l997
Item l. Security and Issuer
(a) The name of the issuer is CEL-SCI Corporation. The address of
its principal executive office is 66 Canal Center Plaza, Suite 510, Alexandria,
Virginia 22314.
(b) This offer relates to the issuer's Common Stock Purchase
Warrants (the "Warrants"), of which 5,175,000 Warrants are outstanding as of the
date hereof. A Warrant holder who tenders five Warrants and $6.00 in cash will
receive one share of the issuer's common stock (the "Common Stock") and one
Series A Warrant. Warrants may be acquired from officers, directors or
affiliates of the issuer.
(c) Incorporated by reference to that portion of the issuer's
Registration Statement on Form S-3, SEC File No. 333-31489 (the "Registration
Statement") captioned "Market for the Company's Common Stock."
(d) Not applicable.
Item 2. Source and Amount of Funds or Other Consideration.
(a) See Item l(b) above.
(b) Not applicable.
Item 3. Purposes of the Tender Offer and Plans or Proposals of the Issuer or
Affiliate.
Incorporated by reference to those portions of the Registration
Statement captioned "Plan of Distribution - Exchange Offer."
Item 4. Interest in Securities of the Issuer.
None.
<PAGE>
Item 5. Contracts, Arrangements, Understandings or Relationships with Respect
to the Issuer's Securities.
None.
Item 6. Persons Retained, Employed or to be Compensated.
None.
Item 7. Financial Information.
(a) Incorporated by reference to those portions of the
Registration Statement captioned "Prospectus Summary".
(b) Not applicable.
Item 8. Additional Information.
None.
Item 9. Material to be Filed as Exhibits.
(a) Letter of Transmittal. See also (e) below.
(b) None.
(c) None.
(d) None.
(e) Prospectus filed as part of a Registration Statement on Form
S-3, Registration Number 333-31489.
(f) None.
Signature
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
CEL-SCI CORPORATION
November 17, 1997 By: /s/ Geert R. Kersten
--------------------
Geert R. Kersten
Chief Executive Officer
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-4
Issuer Tender Offer Statement
Pursuant to Section l3(e)(l) of the Securities
Exchange Act of l934
CEL-SCI CORPORATION
EXHIBITS
IMPORTANT: EXCHANGE OFFER BEGINS JANUARY 9, 1998 AND EXPIRES
6:00 P.M. DENVER, COLORADO TIME ON FEBRUARY 6, 1998
UNLESS EXTENDED
LETTER OF TRANSMITTAL
TO ACCOMPANY
COMMON STOCK PURCHASE WARRANTS AND CASH
TENDERED PURSUANT TO THE EXCHANGE OFFER OF
CEL-SCI CORPORATION
The Warrant Agent:
AMERICAN SECURITIES TRANSFER & TRUST, INC.
By Mail: By Facsimile: By Hand:
938 Quail Street (303) 234-5340 938 Quail Street
Suite l0l Suite l0l
Lakewood, Colorado 802l5 Lakewood, Colorado 802l5
Wire transfer instructions:
Union Bank & Trust
100 Broadway
Denver, Co. 80209
(303) 744-3221
ABA # 102000908
Credit Account # 85-02961
The instructions accompanying this Letter of Transmittal should be
read carefully before this Letter of Transmittal is completed.
The undersigned hereby tenders to CEL-SCI Corporation, (the
"Company"), Common Stock Purchase Warrants (the "Warrants"), together with
payment in the amount of $6.00 for every five Warrants tendered in exchange for
(i) one share of the Company's Common Stock, and (ii) one Series A Warrant. Such
Warrants and cash are tendered in accordance with the terms and conditions of
the Exchange Offer as set forth in the Company's Prospectus dated November 14,
l997
Every five Warrants tendered pursuant to the Exchange Offer must be
accompanied by payment in the amount of $6.00. Payment may be made to the
Warrant Agent by cash, wire transfer, bank cashier's check, postal money order
or personal check. In the case of payment by personal check, the shares of
common stock and Series A Warrants will not be issued to the tendering
Warrantholder until the check has cleared the Warrantholder's bank.
The name and address of the registered owner(s) have been printed
below exactly as they appear on the certificate(s) representing Warrants
tendered hereby. The certificate(s) and the number of Warrants that the
undersigned wishes to tender are indicated in the appropriate boxes.
<PAGE>
The undersigned represents that he or she has full authority to sell
and to transfer the tendered Warrants and that the Company will acquire good
title thereto free and clear of all liens, claims and encumbrances. The
undersigned will, upon request, execute any additional documents necessary to
complete the sale and transfer of the tendered Warrants. All authority conferred
or agreed to be conferred in this Letter of Transmittal shall be binding upon
the successors, assigns, heirs, executors, administrators and legal
representatives of the undersigned and shall not be affected by and shall
survive the death or incapacity of the undersigned.
The undersigned hereby irrevocaby constitutes the Warrant Agent as
attorney with full power of substitution to deliver the tendered Warrants and
the required payment together with all accompanying evidences of authority to or
upon the order of the Company and to cause the tendered Warrants to be cancelled
on the books of the Company.
Please issue and deliver the certificates for the shares of Common
Stock and Series A Warrants to the undersigned at the address specified below
unless otherwise indicated under Special Instructions.
DESCRIPTION OF WARRANTS TENDERED
Certificates Enclosed
-----------------------------------------------
Number of
Warrant Warrants Number of
Print Name and Address of Certificate Represented By Warrants
Registered Owner(s) Number Certificate Tendered
- ------------------------- ----------- -------------- ---------
SIGN HERE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Signature(s) of Warrantholder(s)
Signature Guaranteed:__________________________________________________________
Necessary only in cases specified in Instruction l. The signature(s) must
be guaranteed by an elgible guarantor institution (Banks, Stockbrokers, Savings
and Loan Associations and Credit Unions with membership in an approved signature
guarantee Medallion Program) pursuant to S.E.C. Rule 17Ad-15.
<PAGE>
Must be signed by registered holder(s) exactly as name(s) appear(s) on
warrant certificate(s) or by person authorized to become registered holder(s) by
certificates and documents transmitted. If signature is by executor,
administrator, trustee, guardian, attorney, agent or other person acting in a
fiduciary or representative capacity, please set forth full title. See
Instructions.
Dated:_________________________________________________________________________
Name(s):_______________________________________________________________________
- -------------------------------------------------------------------------------
(Please Print)
Capacity:______________________________________________________________________
Address:_______________________________________________________________________
- -------------------------------------------------------------------------------
(Include Zip Code)
Telephone Number:______________________________________________________________
(Include Area Code)
Tax Identification or Social Security No.:_____________________________________
SPECIAL INSTRUCTIONS
To be completed ONLY if certificates for the shares of Common Stock
and Series A Warrants are to be issued in the name of and sent to someone other
than the undersigned.
Issue Certificates To:
Name:__________________________________________________________________________
(Please Print)
Address:_______________________________________________________________________
- -------------------------------------------------------------------------------
(Include Zipe Code)
Telephone No.:_________________________________________________________________
Tax Identification or Social Security No.:_____________________________________
<PAGE>
GUARANTEE OF DELIVERY
Use Only if Certificates Are Not Tendered with this Letter of
Transmittal (See Instruction 2)
The undersigned:
___ a member of a national securities exchange
___ a member of the NASD
___ a commercial bank or trust company having an office in the United States
guarantees that the Warrants indicated in the box on page l as tendered
are held for its own account, or for the account(s) of others who have
authorized this tender, and guarantees to deliver to the Warrant Agent in
proper form for transfer, certificates for the Warrants tendered by this
Letter of Transmittal within three (3) business days after expiration of
the Exchange Offer and confirms that the tender of such Warrants is in
compliance with Rule l4e-4 promulgated under the Securities Exchange act
of l934. Firm Name:
Address:_______________________________________________________________________
- -------------------------------------------------------------------------------
Authorized Signature:__________________________________________________________
Area Code and Telephone Number:________________________________________________
Date:__________________________________________________________________________
<PAGE>
INSTRUCTIONS
Forming Part of the Terms and Conditions of the Exchange Offer
l. Delivery of Letter of Transmittal and Certificates; Signature
Guarantees. Tenders made by means of this Letter of Transmittal, or a facsimile
thereof, signed by the registered holder(s) or the persons(s) authorized to
become a registered holder of the tendered Warrants, must be received by the
Warrant Agent prior to 6:00 P.M., Denver, Colorado time, on February 6, 1998
(the "Expiration Date"), unless the Offer is extended. If Warrants are tendered
by a registered holder who has completed the box entitled "Special
Instructions," signatures on the Letter of Transmittal must be guaranteed by an
elgible guarantor institution (Banks, Stockbrokers, Savings and Loan
Associations and Credit Unions with membership in an approved signature
guarantee Medallion Program), pursuant to S.E.C. Rule 17Ad-15, unless tendered
on behalf of such member, commercial bank or trust company. If certificates are
registered in the name of a person other than the signer of the Letter of
Transmittal, the certificate(s) must be duly endorsed, or accompanied by
appropriate powers signed, by the registered holder with the signature
endorsement or appropriate power guaranteed thereon and on the Letter of
Transmittal as provided above. If the Letter of Transmittal is executed by an
officer on behalf of a corporation or by an executor, administrator, trustee,
guardian, attorney, agent or other person acting in a fiduciary or a
representative capacity, proper documentary evidence must be furnished of the
authority of the person executing the same. If the tendered certificates are
owned of record by two or more joint owners, all such owners must sign the
Letter of Transmittal. Questions regarding such evidence of authority may be
referred to the Warrant Agent.
2. Guarantee of Delivery. Prior to the Expiration Date, tenders may
be made without the concurrent deposit of warrant certificates if such tenders
are made by or through members of a national securites exchange or the NASD or
by commercial banks or trust companies having an office in the United States (an
"Eligible Institution") and are accompanied by the applicable payment. In such
cases, the Letter of Transmittal and the applicable payment must be received
prior to the Expiration Date by the Warrant Agent and the Guarantee of delivery
contained in the Letter of Transmittal must be executed by such Eligible
Institution. In addition, the certificates tendered thereby must be received by
the Warrant Agent no later than five (5) business days after the Expiration
Date.
The Company expressly reserves the right to extend the Expiration
Date by giving oral or written notice of such extension to the Warrant Agent and
by causing written notice of such extension to be mailed to all Warrant holders
of record, and to be published in The Wall Street Journal, the New York Times or
other newspapers of national circulation selected by the Company.
If a Warrant holder desires to tender Warrants pursuant to the Offer
and time will not permit his or her Letter of Transmittal to reach the Warrant
Agent prior to the Expiration Date, his or her tender may be effected if, prior
to the Expiration Date, the Warrant Agent has received the applicable payment
and a telegram or letter from an Eligible Institution setting forth the name of
the Warrant holder, the number of Warrants tendered and a statement that the
tender is being made thereby and guaranteeing that the warrant certificates,
together with the Letter of Transmittal, and any other required documents, will
be received by the Warrant Agent no later than five (5) business days after the
Expiration Date and representing that the Warrant holder on whose behalf the
tender is being made is deemed to own the Warrants being tendered within the
meaning of Rule l4e-4 promulgated under the Securities Exchange Act of l934, as
amended.
The exchange, in any event, for Warrants tendered pursuant to the
Offer will be made only after the timely receipt by the Warrant Agent of
certificates and payment therefor, and any other required documents.
3. Partial Tenders. If fewer than all the Warrants evidenced by any
certificate submitted are to be tendered, fill in the Number of Warrants which
are to be tendered in the box entitled "Number of Warrants Tendered." A new
certificate for the remainder of the Warrants which were evidenced by your old
certificate(s) will be sent to you, unless otherwise provided in the appropriate
box on this Letter of Transmittal, as soon as practicable after the expiration
of the Offer. All Warrants represented by certificates listed are deemed to have
been tendered unless otherwise indicated.
4. Methods of Delivery of Letter of Transmittal and Certificates.
The method of delivery of this Letter of Transmittal, the warrant certificates,
cash payment and any other required documents is at the option and risk of the
Warrant holder, but, except as otherwise provided in Instruction 2 above, the
delivery will be deemed made only when actually received by the Warrant Agent.
If such delivery is by mail, registered mail with return receipt requested,
properly insured, is recommended.
5. Payments. The applicable payments to accompany the Warrants
tendered may be made by cash, wire transfer, bank cashier's check, personal
check, or postal money order or personal check, payable in United States dollars
to the order of American Securities Transfer & Trust, Inc., as Warrant Agent for
the Company. If payment is made by personal check the shares of common stock and
Series A Warrants will not be issued to the tendering Warrant holder until the
check has cleared the Warrant holder's bank.
6. No Conditional Tenders. No alternative, conditional, irregular or
contingent tenders will be accepted.
7. Multiple Registrations. If a Warrant holder's Warrants are
registered differently on several certificates, it will be necessary for the
Warrant holder to complete, sign and submit as many separate Letters of
Transmittal as there are different registrations of Warrants.
8. Inadequate Space. If the space provided on page l of this Letter
of Transmittal is inadequate, the certificate numbers and number of Warrants
should be listed on a separate signed schedule attached to this document.
<PAGE>
9. Withdrawal Rights. Tenders of Warrants and payments may be
withdrawn at any time prior to the termination of this Offering, and if not yet
accepted for exchange after March 7, 1998.
For withdrawal to be effective, a written, or facsimile transmission
notice of withdrawal must be timely received by the Warrant Agent at the address
as set forth above. Such notice of withdrawal must set forth the name of the
tendering Warrant holder, the name of the registered holder if different from
that of the Warrant holder, the number of Warrants (and, if available, the
certificate numbers) and the amount of the payment to be withdrawn. All
questions as to the validity (including time of receipt) of notices of
withdrawal will be determined by the Company, whose determination shall be final
and binding. All Warrants and payments withdrawn in the manner specified above
will not be considered to have been duly tendered.
10. Waiver of Conditions. The Company reserves the absolute right to
waive any of the specified conditions in the Offer in the case of any Warrants
tendered.
l1. Requests for Assistance or Additional Copies. Questions and
requests for assistance or additional copies of the Prospectus and the Letter
of Transmittal may be directed to the Warrant Agent or to the Company as set
forth below:
Warrant Agent: Company:
American Securities Transfer & Trust, Inc. CEL-SCI Corporation
938 Quail Street, Suite l0l 66 Canal Center Plaza, Suite 510
Lakewood, Colorado 802l5 Alexandria, Virginia 22314
Telephone: (303) 234-5300 Telephone: (703) 549-5293
Telecopy: (303) 234-5340 Telecopy: (703) 549-6269
424(b)(2)
Commission File
#333-31489
PROSPECTUS
CEL-SCI CORPORATION
This Prospectus relates to the sale by the Company of upon to
1,035,000 shares of Common Stock which are issuable upon the exercise of
5,175,000 Warrants which were issued in connection with the Company's February
1992 public offering of Units. Each Unit sold in such offering consisted of five
shares of Common Stock and five Common Stock Purchase Warrants (the "Warrants").
The Warrants are exercisable at any time prior to February 7, 1998
(the "Warrant Expiration Date"). The terms of the Warrants presently provide
that every five Warrants allow the holder to purchase one share of the Company's
Common Stock at a price of $6.00 per share. 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 current 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 preceding 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 l5
consecutive trading days. If the expiration date is accelerated, all Warrants
not exercised within the 30-day period will expire.
Notwithstanding the above, at any time between January 9, l998 and
February 6, 1998 every five Warrants will allow the holder to purchase, for
$6.00, one share of the Company's common stock and one Series A Warrant. Each
Series A Warrant entitles the holder to purchase one share of the Company's
Common Stock at a price of $18.00 per share at any time prior to February 7,
2000. The foregoing offer (the "Exchange Offer"), unless extended by the
Company, will expire on February 6, 1998 (the "Expiration Date"). The expiration
date of the Series A Warrants may be accelerated under certain conditions. The
shares of Common Stock and Series A Warrants will be separately transferable
immediately upon issuance. See "Plan of Distribution" and "Description of
Securities".
This offering is only being made to holders of the Company's
outstanding Warrants.
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" BEGINNING ON PAGE 9 OF
THIS PROSPECTUS AND "DILUTION AND COMPARATIVE SHARE DATA".
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.
<PAGE>
On November 14, 1997 the closing prices of the Company's Common
Stock and Warrants on the American Stock Exchange were $8.50 and $0.62
respectively.
As of the date of this Prospectus, there were 5,175,000 Warrants and
11,159,660 shares of Common Stock outstanding.
The Company does not intend to pay any commissions or other forms of
compensation to any person in connection with this offering.
The expenses payable by the Company in connection with this offering
are estimated to be $40,000.
The exercise of any Warrants pursuant to the Exchange Offer will be
revocable until the Expiration Date and, if not yet accepted by the Company,
after March 7, 1998. The Company intends to accept the exercise of all Warrants
timely submitted to the Company in proper form.
Warrants that are not exercised pursuant to the Exchange Offer, or
are exercised but timely withdrawn, may nevertheless be exercised at any time
prior to February 7, 1998 (the "Warrant Expiration Date"). Any Warrants not
exercised pursuant to the Exchange Offer will be of no value after the Warrant
Expiration Date. See "Description of Securities".
Any holder of the Warrants desiring to exercise all or any portion
of the Warrants in accordance with the Exchange Offer should either (1) complete
and sign the Letter of Transmittal (or facsimile thereof) in accordance with the
instructions in the Letter of Transmittal and mail it or deliver it with the
certificate(s) representing such Warrants together with the required cash
payment to the Warrant Agent or (2) request his broker, dealer, commercial bank,
trust company or other nominee to effect the transaction for such holder. A
Warrant holder having Warrants registered in the name of a broker, dealer,
commercial bank, trust company or other nominee must contact such person if the
Warrant holder desires to exercise the Warrants.
This offering is not contingent upon the exercise of any minimum
number of Warrants.
The date of this Prospectus is November 14, 1997
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
-2-
<PAGE>
Washington, D.C. 20549 at prescribed rates. Certain information concerning the
Company 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
Commission 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 Securities offered hereby.
This Prospectus does not contain all of the information set forth in the
Registration 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, 1996; and
(2) The Company's report on Form 10-Q for the nine months ending
June 30, 1997
(3) The Company's Proxy Statement relating to the Company's June 3,
1997 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 superseded,
to constitute a part of this Prospectus.
-3-
<PAGE>
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 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 "heteroconjugates"
to direct the body to chose a specific immune response. The Company intends to
use this new technology to improve the cellular immune response of persons
vaccinated with HGP-30 and to develop potential treatments and/or vaccines
against various diseases. Present target diseases are herpes simplex, malaria,
tuberculosis, prostate cancer and breast cancer.
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 indications 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.
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
investigational treatment will depend on the patient's response to treatment.
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 was conducted at Jefferson Hospital in Philadelphia,
Pennsylvania and involved prostate cancer patients who had failed on hormonal
therapy. Five patients completed the treatment and the data from this study
demonstrated the safety and feasibility of using
-4-
<PAGE>
MULTIKINE in the treatment of prostrate cancer. Biopsies from the patients in
the study also suggest the recruitment of inflammatory cells to the tumor site.
Based on these findings, investigators are currently preparing a new protocol
for evaluation by the FDA to study the ability of MULTIKINE to treat patients
with prostate cancer. The study is expected to test MULTIKINE as a therapy to be
used prior to surgical removal of the prostate gland. 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.
In January 1997 the FDA authorized a clinical trial using MULTIKINE
to determine its safety in the potential treatment of HIV infected individuals
and to determine its effect on various immune system responses.
In April 1997, pursuant to authorization from Israeli health
authorities, a clinical trial was begun using MULTIKINE to treat head and neck
cancer patients. In September 1997 the Company started a similiar clinical trial
in Canada. The Canadian study will involve up to 21 patients who are scheduled
for surgery or radiation. The first clinical center to start treatment is
Hospital Notre Dame in Montreal, Canada.
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-infected
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 September 1997 VTI completed a Phase I safety study of the HGP-30
AIDS vaccine in 24 HIV infected patients. The study showed that immunizations
with the HGP-30 vaccine coupled with KLH were safe in AIDS patients. The
Company's main focus is now to determine the ability of the HGP-30 vaccine to
prevent, as opposed to only treat, AIDS.
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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, had an accumulated deficit of approximately $36,850,000 at June 30,
1997, and expects to incur substantial losses for the foreseeable future.
In August 1996 the Company sold, in a private transaction, 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 Series B
Preferred Shares were convertible, on or after ten days from the date the shares
were registered for public sale (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
were 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" 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.
Notwithstanding the above, the conversion price could not be less than $3.60 nor
more than $14.75. Each Preferred Share was entitled to a quarterly dividend, if,
as, and when declared by the Board of Directors, of $17.50. By means of a
separate Registration Statement filed with the Securities and Exchange
Commission, the shares issuable upon the conversion of the Series B Preferred
Shares were registered for public sale. Prior to December 20, 1996 1,900 Series
B Preferred Shares were converted into 527,774 shares of the Company's common
stock. In December 1996 the Company repurchased 2,850 Series B Preferred Shares
for $2,850,000 plus warrants which allow the holders to purchase up to 99,750
shares of the Company's common stock for $4.25 per share at any time prior to
December 15, 1999. The Company raised funds required for this repurchase from
the sale of its Series C Preferred Stock. In May 1997 all remaining 250 shares
of the Series B Preferred Stock were converted into 69,444 shares of common
stock.
In December 1996 the Company raised $2,850,000 from the sale of
units consisting of 2,850 shares of the Company's Series C Preferred Stock,
379,763 Series A Warrants and 379,763 Series B Warrants. The Series C Preferred
Shares were convertible 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 (the "Conversion Price"). 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. Notwithstanding the above, the Conversion Price could not be
more than $4.00. Each Series A Warrant entitles the holder to purchase one share
of the Company's common stock at a price of $4.50 per share at any time prior to
March 15, 1998. Each Series B Warrant entitles the holder to purchase one share
of the Company's common stock at a price of $4.50 per share at any time prior to
March 15, 1999. The shares issuable upon the conversion of the Series C
Preferred Shares and the exercise of the Warrants are being offered for public
sale by means of a separate Registration Statement. As of June 30, 1997 all
shares of the Series C Preferred Stock had been converted into 9l5,27l shares of
the Company's common stock.
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Acquisition of MULTIKINE Technology
The MULTIKINE technology being tested by the Company was developed
by a group of researchers 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"). The MULTIKINE technology 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 required
Sittona to pay Hooper and Shanksville royalties on income received by Sittona
with respect to the MULTIKINE technology. In l983, Sittona licensed the
MULTIKINE Technology to the Company and received from the Company a $1,400,000
advance royalty payment. At such time as the Company generated revenues from the
sale or sublicense of this technology, the Company was 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, was required to pay to those companies a minimum of
l0% of any royalty payments received from the Company. The license agreement
with Sittona also required the Company to bear the expense of preparing, filing
and processing patent applications and to obtain and maintain patents in the
United States and foreign countries on all inventions, developments and
improvements made by or on behalf of the Company relating to the MULTIKINE
technology. The license was to remain in effect until the expiration or
abandonment of all patent rights or until the MULTIKINE technology entered into
the public domain, whichever was later.
Prior to October, 1996, Maximilian de Clara, an Officer, Director
and shareholder of the Company, owned 50% and 30%, respectively, of Hooper and
Shanksville. Between 1985 and October 1996 Mr. de Clara owned all of the
issued and outstanding stock of Sittona. In October 1996, Mr. de Clara
disposed of his interest in Hooper, Shanksville and Sittona.
In January 1997 Hooper and Shanksville sold all of their rights in
the MULTIKINE technology to Sittona. Immediately following these transactions,
Sittona sold all of its rights in the MULTIKINE technology to the Company,
including all rights acquired from Hooper and Shanksville, in consideration for
$500,000 in cash and 751,678 shares of the Company's common stock. The shares of
the Company's Common Stock acquired by Sittona as a result of this transaction
are being offered to the public by means of a separate Registration Statement.
The Company's executive offices are located at 66 Canal Center
Plaza, Suite 510, Alexandria, Virginia 22314, and its telephone number is (703)
549-5293.
The Offering
This Prospectus relates to the sale by the Company of 1,035,000
shares of common stock which are issuable upon the exercise of 5,175,000
Warrants which were issued in connection with the Company's February 1992 public
offering of Units. Each Unit sold in such offering consisted of five shares of
Common Stock and five Common Stock Purchase Warrants (the "Warrants").
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The Warrants are exercisable at any time prior to February 7, 1998
(the "Warrant Expiration Date"). The terms of the Warrants presently provide
that every five Warrants allow the holder to purchase one share of the Company's
Common Stock at a price of $6.00 per share. The Company, upon certain
conditions, may accelerate the expiration date of the Warrants.
Notwithstanding the above, at any time between January 9, 1998 and
February 6, 1998 every five Warrants will allow the holder to purchase, for
$6.00, one share of the Company's common stock and one Series A Warrant. Each
Series A Warrant entitles the holder to purchase one share of the Company's
Common Stock at a price of $18.00 per share at any time prior to February 7,
2000. The foregoing offer (the "Exchange Offer"), unless extended by the
Company, will expire on February 6, l998 (the "Expiration Date"). The expiration
date of the Series A Warrants may be accelerated under certain conditions. The
shares of Common Stock and Series A Warrants will be separately transferable
immediately upon issuance. See "Plan of Distribution" and "Description of
Securities".
Use of proceeds. The proceeds from this offering will be used to
finance the Company's business, including research, clinical trials and general
and administrative expenses. See "Use of Proceeds".
Shares Outstanding. As of October 31, 1997 the Company had
11,159,660 issued and outstanding shares of Common Stock. The number of
shares outstanding excludes shares of Common Stock issuable upon the exercise
of currently outstanding options and warrants, and shares of Common Stock
issuable upon the conversion of other convertible securities issued by the
Company. See "Dilution and Comparative Share Data."
Risk Factors The purchase of the Securities offered by this
Prospectus involves a high degree of risk. Risk factors include the
following: lack of revenues and history of loss, need for additional capital,
government regulation, need for FDA approval, and dilution. See "Risk
Factors."
AMEX Symbols: Common Stock: HIV
Warrants: HIV WS
Series A Warrants: HIV WA (1)
(1) The Company will make an application to have the Series A Warrants
listed on the American Stock Exchange. No assuarance can be given that the
American Stock Exchange will approve the listing of the Series A Warrants.
See "Risk Factors."
Summary Financial Data
Nine Months Ended Years Ended September 30,
June 30,
1997 1996 1996 1995
Investment Income
& Other Revenues $378,264 $188,256 $322,370 $423,765
Expenses:
Research and
Development 4,795,504 2,350,600 3,471,477 1,824,661
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<PAGE>
Summary Financial Data
Nine Months Ended Years Ended September 30,
June 30,
1997 1996 1996 1995
Depreciation
and
Amortization 236,541 208,912 290,829 262,705
General and
Administrative 1,799,454 2,113,884 2,882,958 1,713,912
Equity in loss of
joint venture - 3,772 3,772 501,125
Net Loss $(6,453,235) (4,488,912) $(6,326,666) $(3,878,638)
Loss per
common share $(0.72) $(0.74) $(0.98) $(0.89)
Weighted average
common shares
outstanding 8,970,583 6,086,492 6,425,316 4,342,628
Balance Sheet Data
June 30, September 30,
1997 1996 1996 1995
Total Assets $7,663,646 $8,723,934 $11,878,370 $6,359,011
Working Capital 6,028,270 6,979,975 10,266,104 3,983,699
Current
Liabilities 306,752 355,684 274,410 491,860
Long Term and
Other Liabilities 19,638 835,316 19,638 1,025,118
Total
Liabilities 326,390 1,191,000 294,048 1,516,978
Shareholders'
Equity 7,337,256 7,532,934 11,584,322 4,842,033
Book Value per Share $0.70 $1.06 $1.47 $0.90
No common stock 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.
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<PAGE>
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, 1997, the Company has incurred net losses of approximately
$36,850,000. During the years ended September 30, 1994, 1995 and 1996 the
Company suffered losses of $4,426,876, $3,878,638 and $6,326,666 respectively.
The Company has relied principally upon the proceeds from the 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 expects
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
developed 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 approval,
prior to general marketing, by the FDA in the United States and by comparable
agencies in most foreign countries. The process of obtaining FDA and
corresponding foreign approvals is costly and time consuming, particularly for
pharmaceutical products such as those which might ultimately be developed by the
Company, VTI 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 potential 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 VTI 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.
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<PAGE>
Dependence on Others to Manufacture Product. The Company has an
agreement with an unrelated corporation for the production, until 1998, 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.
Technological Change. The biomedical field in which the Company is
involved is undergoing rapid and significant technological change. The
successful development of vaccines, therapeutic agents and diagnostic products
from the Company's compounds, compositions and processes 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
technological developments will not cause the Company's proprietary technologies
to become uneconomical or obsolete.
Patents. Certain aspects of the Company's technologies are covered
by U.S. and foreign patents. In addition, the Company has a number of patent
applications pending. There is no assurance that patent applications filed by
the Company or which may be filed in the future will result in the issuance of
any patents. Furthermore, there is no assurance as to the breadth and degree of
protection any issued patents might afford the owners of the patents and the
Company. Disputes may arise between 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 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 patents, 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 Company's
first MULTIKINE patent will expire in the year 2000. 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. Although the Company has product liability
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.
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<PAGE>
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
scientific 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 issued
options, warrants and other convertible securities ("Derivative Securities")
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 presently
outstanding shares of the Company's Common Stock and may adversely affect 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 conversion 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
commercialization 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.
Determination of Offering Price. The exercise price of the Warrants
(and the terms of the Exchange Offer) were determined by the Company based upon
factors such as the Company's capital needs, the percentage of ownership to be
held by Warrant holders, the general condition of the securities markets and
other relevant factors. Neither the exercise price of the Warrants nor the terms
of the Exchange Offer necessarily bear any relationship to the Company's assets,
book value, earnings history or other investment criteria.
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<PAGE>
Offering Proceeds. There is no minimum number of Warrants which
are required to be exercised in connection with in this Offering.
Accordingly, if only a limited number of Warrants are exercised, the
corresponding proceeds to the Company from this Offering may be small. See
"Use of Proceeds".
Warrants. In connection with the Exchange Offer, the Company has
applied to have the Series A Warrants listed for trading on the American Stock
Exchange. In order for the Series A Warrants to be listed on the American Stock
Exchange, there must be at least 100,000 Series A Warrants issued and
outstanding. Since there is no minimum number of Warrants which are required to
be exercised in the Exchange Offer, no assurance can be given that the number of
Series A Warrants which will be issued and outstanding following the expiration
of the Exchange Offer will be sufficient so as to allow the listing of the
Series A Warrants on the American Stock Exchange. If the Series A Warrants
cannot be listed on the American Stock Exchange, the Company will attempt to
have the Warrants listed for trading on the NASD's Electronic Bulletin Board.
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 common stock dividends have
been declared or paid by the Company. The Company does not presently intend to
pay dividends on its common stock and there can be no assurance that common
stock dividends will ever be paid.
Dilution. Persons purchasing the securities offered by this
Prospectus will suffer immediate dilution since the price paid for the
securities offered will likely be more than the net tangible book value of the
Company's 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.
USE OF PROCEEDS
The net proceeds to the Company from this (assuming all Warrants are
exercised) are estimated to be approximately $6,200,000.
The Company anticipates that the net proceeds from this offering
will be used to finance the Company's research, clinical trials and general and
administrative expenses.
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<PAGE>
Notwithstanding the above, there is no minimum number of Warrants
which is required to be sold in this Offering. Accordingly, if only a limited
number of Warrants are exercised, the corresponding proceeds to the Company from
this Offering will be minimal.
DILUTION AND COMPARATIVE SHARE DATA
As of October 31, 1997 the Company had 11,159,660 shares of Common
Stock issued and outstanding with a net tangible book value (total assets less
total liabilities and intangible assets) of $0.67 per share. The following
illustrates per share dilution to investors in this offering as well as other
comparative share data, assuming all Warrants are exercised. The number of
shares outstanding excludes shares of Common Stock issuable on exercise of
outstanding options, warrants and other convertible securities previously issued
by the Company or which may be issued by the Company in connection with this
offering.
Public Offering Price (Price of
One Share of Common Stock Upon
Exercise of Warrants) ................ $6.00
Shares Outstanding As Of October
31, 1997 ............................. 11,159,660
Shares to be issued in this
Offering (1) ......................... 1,035,000
Shares Outstanding After This
Offering (3) ......................... 12,194,660
Net Tangible Book Value Per Share
of Common Stock Prior To This
Offering ................ ............ $0.67
Pro Forma Net Tangible Book Value
Per Share of Common Stock After
This Offering ........................ $1.15
Gain in Book Value Per Share to
Present Shareholders ................. $0.48
Dilution Per Share to Purchasers
of Common Stock ...................... $4.85
Equity Ownership by Present
Shareholders Following Offering ..... 91%
Equity Ownership by Investors in
this Offering ........................ 9%
"Net tangible book value" is the amount that results from
subtracting the total liabilities and intangible assets of the Company from its
total assets. Tangible assets exclude deposits and patent costs. "Dilution" is
the difference between the public offering price and the net tangible book value
of the Company's shares of Common Stock immediately after the Offering.
(1) Assumes all Warrants are exercised, of which there can be no
assurance. In the case of the Exchange Offer, does not reflect shares of common
stock issuable upon the exercise of the Series A Warrants.
(2) Every five Warrants will allow the holder to purchase, for
$6.00, one share of the Company's Common Stock and one Series A Warrant. See
"Plan of Distribution".
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<PAGE>
(3) Does not reflect shares of common stock issuable upon the
exercise of the Series A Warrants or additional shares which may be issued as
the result of the exercise of outstanding options and warrants or the conversion
of other securities issued by the Company, as shown by the following:
Number of Note
Shares Reference
Outstanding as of October 31, 1997 11,159,660
Shares offered by this Prospectus 1,035,000
Other Shares Which May Be Issued:
Shares issuable upon exercise of
Series A Warrants 1,035,000 A
Shares issuable upon exercise of
Class A and Class B Warrants 233,188 B
Shares issuable upon exercise of warrants
held by former holders of the
Company's Series B Preferred Stock. 82,250 C
Shares issuable upon exercise of
options granted to Company's officers,
directors, employees and consultants 2,481,654 D
Shares outstanding (as adjusted),
assuming all Warrants are exercised: 16,026,752
A. Pursuant to the terms of the Exchange Offer, at any time between January 9,
1998 and February 6, 1998 every five Warrants will allow the holder to
purchase, for $6.00, one share of the Company's common stock and one Series
A Warrant. Each Series A Warrant entitles the holder to purchase one share
of the Company's Common Stock at a price of $18.00 per share at any time
prior to February 7, 2000. The Exchange Offer, unless extended by the
Company, will expire on February 6, 1998 (the "Expiration Date").
See "Description of Securities".
B. In December 1996 the Company raised $2,850,000 from the sale of units
consisting of 2,850 shares of the Company's Series C Preferred Stock,
379,763 Class A Warrants and 379,763 Class B Warrants. The Series C
Preferred Shares were convertible 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 the
85% of Closing Price of the Company's Common Stock (the "Conversion
Price"). 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.
Notwithstanding the above, the Conversion Price could not be more than
$4.00. Each Class A Warrant entitles the holder to purchase one share of
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<PAGE>
the Company's common stock at a price of $4.50 per share at any time prior
to March 15, 1998. Each Class B Warrant entitles the holder to purchase one
share of the Company's common stock at a price of $4.50 per share at any
time prior to March 15, 1999. By means of a separate Registration Statement,
the shares issuable upon the conversion of the Series C Preferred Shares and
the exercise of the Class A Warrants and Class B Warrants are being offered
for public sale. As of October 31, 1997 all shares of the Series C Preferred
Stock had been converted into 9l5,27l shares of the Company's common stock,
273,163 Class A Warrants had been exercised and 253,175 Class B Warrants had
been exercised.
C. 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
were convertible, on or after November 7, 1996 (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 were 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" 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.
Notwithstanding the above, the conversion price could not be less than
$3.60 nor more than $14.75. The Preferred Shares were entitled to a
quarterly dividend of $17.50 per share. By means of a separate
Registration Statement filed with the Securities and Exchange Commission,
the shares issued upon the conversion of the Series B Preferred Shares
were registered for public sale. Prior to December 20, 1996 1,900 Series
B Preferred Shares were converted into 527,774 shares of the Company's
common stock. In December 1996 the Company repurchased 2,850 Series B
Preferred Shares for $2,850,000 plus warrants which allow the holders to
purchase up to 99,750 shares of the Company's common stock for $4.25 per
share at any time prior to December 15, 1999. The Company raised the
funds required for this repurchase from the sale of its Series C Preferred
Stock. In May 1997 all remaining 250 shares of the Series B Preferred
Stock were converted into 69,444 shares of common stock. As of October
31, l997 warrants for the purchase of 17,500 shares of common stock had
been exercised.
D. The options are exercisable at prices ranging from $2.38 to $19.70 per
share. The Company may also grant options to purchase additional shares of
Common Stock under its Incentive Stock Option and Non-Qualified Stock Option
Plans.
MARKET FOR THE COMPANY"S COMMON STOCK
As of October 31, 1997, there were approximately 2,800 record
holders of the Company's Common Stock and approximately 100 record holders of
the Company's Warrants. Prior to June 5, 1997, the Company's Common Stock and
Warrants were traded on the National Association of Securities Dealers
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Automatic Quotation ("NASDAQ") System. Since June 5, 1997 the Company's Common
Stock and Warrants have traded on the American Stock Exchange. Set forth below
are the range of high and low quotations for the periods indicated as reported
by NASDAQ and the American Stock Exchange, and as adjusted for the 10 for 1
reverse stock split which was approved by the Company's shareholders on April
28, 1995 and became effective on May 1, 1995. The market quotations reflect
inter-dealer prices, without retail mark-up, mark-down or commissions and may
not necessarily represent actual transactions.
Quarter
Ending Common Stock Warrants
High Low High Low
12/31/94 $ 7.50 $ 3.40 $0.25 $0.09
3/31/95 $ 4.00 $ 3.75 $0.22 $0.13
6/30/95 $ 5.30 $ 2.78 $0.15 $0.06
9/30/95 $ 5.46 $ 3.56 $0.28 $0.09
12/31/95 $ 4.75 $ 2.28 $0.25 $0.09
3/31/96 $ 7.12 $ 2.68 $0.28 $0.03
6/30/96 $14.38 $ 4.56 $0.41 $0.16
9/30/96 $12.00 $ 5.62 $0.44 $0.21
12/31/96 $ 6.63 $ 3.50 $0.28 $0.12
3/31/97 $ 6.12 $ 4.19 $0.22 $0.12
6/30/97 $ 5.12 $ 2.75 $0.44 $0.09
9/30/97 $ 8.06 $ 3.12 $0.69 $0.19
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 of Directors is
not obligated to declare a dividend. The Company has not paid any dividends on
it's Common Stock and the Company does not have any current plans to pay any
Common Stock dividends.
The provisions in the Company's Articles of Incorporation relating
to the Company's Preferred Stock would allow the Company's directors to issue
Preferred Stock with rights to 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 more
difficult the removal of management even if such removal would be considered
beneficial to shareholders generally, and will have the effect of limiting
shareholder participation in certain transactions such as mergers or tender
offers if such transactions are not favored by incumbent management.
PLAN OF DISTRIBUTION
Regular Warrant Exercise
The Warrants are exercisable at any time prior to February 7, 1998
(the "Warrant Expiration Date"). The terms of the Warrants presently provide
that every five Warrants allows the holder to purchase one share of the
Company's Common Stock at a price of $6.00 per share. The Company, upon 30-days
notice, may accelerate the expiration date of the Warrants.
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The Warrants may be exercised by sending properly completed and
signed certificates to the Warrant Agent accompanied by payment in full of the
exercise price for each share of Common Stock as to which the Warrants are being
exercised. Payment for the exercise price of Warrants may be made by cash, wire
transfer, bank cashier's check or personal check. Payments should be made to
"American Securities Transfer". If payment is made by personal check the shares
of common stock issuable upon the exercise of the Warrants will not be issued
until the check has been paid by the Warrant holder's bank.
Exchange Offer
The terms of the Exchange Offer provide that at any time between
January 9, 1998 and February 6, 1998 every five Warrants will allow the holder
to purchase, for $6.00, one share of the Company's common stock and one Series A
Warrant. Each Series A Warrant entitles the holder to purchase one share of the
Company's Common Stock at a price of $18.00 per share at any time prior to
February 7, 2000. The foregoing offer (the "Exchange Offer"), unless extended by
the Company, will expire on February 6, 1998 (the "Expiration Date"). See
"Description of Securities" for further information concerning the terms of the
Series A Warrant.
The purpose of the Exchange Offer is to provide an incentive for the
exercise of the Company's outstanding Warrants. To the extent that Warrants are
exercised pursuant to this Exchange Offer, the Company will benefit from the
receipt of the cash received in conjunction with the exercise. Any Warrants
accepted for exercise will be retired.
The Board of Directors of the Company believes the Exchange Offer is
in the best interests of the Company and that the Company will benefit from the
receipt of cash proceeds, if any, received pursuant to the Exchange Offer.
However, the Board of Directors is not making any recommendations to the holders
of the Warrants as to whether they should excercise or refrain from exercising
any or all of their Warrants. Each Warrant holder must make his or her own
decision as to whether to exchange all or any portion of the Warrants owned by
such person.
Subject to the terms and conditions as set forth herein, the Company
will accept all Warrants which are timely and properly tendered to American
Securities Transfer, Inc., (the "Warrant Agent") under the terms of this
Exchange Offer prior to 6:00 p.m. Denver, Colorado Time on February 6, 1998 (the
"Expiration Date"). The Company at its sole option may extend the Exchange Offer
for an additional period of time by giving written or oral notification of such
extension to the Exchange Agent and by causing notice of any extension of the
Exchange Offer to be mailed to all Warrant holders of record, and to be
published in The New York Times, the Wall Street Journal or any other newspaper
of national circulation selected by the Company. The Company has no present
intention to extend the Exchange Offer beyond the Expiration Date.
The Company reserves the right to withdraw, cancel, modify or
terminate this Exchange Offer at any time prior to the Expiration Date (by
written or oral notice to the Warrant Agent and by causing notice thereof to be
given to all Warrant Holders of record) if, in the opinion of counsel for
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the Company, there exists any actual or threatened legal impediment to the
Exchange Offer, including any material legal action or administrative proceeding
instituted or threatened against the Company or the Warrant Agent with respect
to the Exchange Offer. No such impediments are presently known by the Company to
exist. Upon any such termination of the Exchange Offer, the Company will return
all such Warrants and cash payments without interest thereon or deduction
therefrom, and have no further obligation or liability with respect to the
Exchange Offer.
Should any funds of any tendering Warrant holder whose exercise has
not been accepted by the Company be left on deposit with the Warrant Agent for
any reason including, but not limited to, termination of the Exchange Offer, the
Warrant Agent will promptly refund such funds without interest thereon or
deduction therefrom.
No variation in the terms of the Exchange Offer is presently
contemplated. However, if for any reason the terms should be changed, the
revised terms will apply for all tendering Warrant holders whether they tendered
before or after such change.
Requests for additional copies of this Prospectus or the Letter of
Transmittal or assistance in completing an exchange should be made by mail or
telephone to any of the following:
WARRANT AGENT:
American Securities Transfer & Trust, Inc.
938 Quail St., Suite l0l
Lakewood, Colorado 802l5
Telephone: (303) 534-5300
Attention: Administrative Services
THE COMPANY:
CEL-SCI Corporation
66 Canal Center Plaza
Suite 510
Alexandria, Virginia 22314
Telephone: (703) 549-5293
Attention: Patricia B. Prichep
Vice President of Operations
The Warrant certificates and payments should NOT be sent to the Company. Warrant
certificates and payments should be sent to the Warrant Agent. Payment should be
made to "American Securities Transfer & Trust".
If a holder of Warrants does not tender Warrants pursuant to the
terms of this Exchange Offer, such holder may nevertheless exercise the Warrants
in accordance with the terms of the Warrants. Such terms provide that every five
Warrants entitle the holder to purchase one (1) share of the Company' Common
Stock at a price of $6.00 at any time prior to February 7, 1998 (the "Warrant
Expiration Date").
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Procedure for Exchange Offer
Except as otherwise stated below, to be properly tendered pursuant
to this Exchange Offer, a Warrant holder must send the Warrant Certificates,
together with a properly completed and executed Letter of Transmittal and the
applicable payment to the Warrant Agent prior to the Expiration Date. The
certificates, Letter of Transmittal and the payment should not be sent to the
Company. The method of delivery of the Warrants, the payment and other documents
forwarded to the Warrant Agent is at the election and risk of the holder, but if
such delivery is by mail it is suggested that registered mail with return
receipt requested be used. The applicable payment accompanying the Warrants must
be made by cash, wire transfer, bank cashier's check or personal check payable
in United States dollars to American Securities Transfer & Trust, Inc. as
Warrant Agent. If payment is made by personal check, the shares of common stock
and Series A Warrants will not be issued until the check has been paid by the
Warrant holder's bank.
All questions as to the validity, form, eligibility (including time
of receipt) and acceptance of the Warrants or payments tendered will be
determined by the Company, which determination shall be final and binding. The
Company reserves the absolute right to reject any or all tenders of any Warrants
and payments not properly tendered or any acceptence of which would, in the
opinion of the Company, be unlawful. The Company also reserves the right to
waive any irregularities or conditions of tender as to any particular Warrants,
and the Company's interpretation of the terms and conditions of the Exchange
Offer (including the instrutions and Letter of Transmittal) shall be final and
binding. Any irregularities in connection with the tenders, unless waived, must
be cured within such time as the Company shall determine, which time may be
extended beyond the Expiration Date. Neither the Company nor the Warrant Agent
shall be under any duty to give notification of defects in such tenders or incur
any liability for failure to give such notification. Tenders of the Warrants and
payments received by the Warrant Agent that are not properly tendered and as to
which the irregularities have not been cured or waived will be returned (without
interest on the payment or deduction therefrom) by the Warrant Agent to the
appropriate Warrant holder as soon as practicable.
Procedure for Late Delivery of Warrants
If the Warrant Agent receives, prior to the Expiration Date, the
applicable payment with respect to the number of Warrants being exercised,
together with a letter or facsimile transmission from a commercial bank or trust
company in the United States, a member of the National Association of Securities
Dealers, Inc. or a member firm of a national securities exchange stating the
number of Warrants being excercised, the name of the holder of the Warrants and
guaranteeing that the Warrants and/or Letter of Transmittal, as the case may be,
and any other documents required for such exercise will be received by the
Warrant Agent within three (3) business days of the Expiration Date, such tender
will be accepted subject to the receipt by the Warrant Agent of the guaranteed
items within the specified period. The guarantee of delivery of Warrants may
also be effected by executing and delivering to the Warrant Agent prior to the
Expiration Date, the applicable payment and a Letter of Transmittal with the
guarantee of delivery contained therein separately executed by one of the
aforementioned institutions.
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Withdrawal Rights
Tenders of Warrants and payments may be withdrawn at any time prior
to the termination of the Exchange Offer and, if not yet accepted for excercise,
after March 7, 1998.
For a withdrawal to be effective, a written or facsimile
transmission notice of withdrawal must be timely received by the Warrant Agent
at its address as set forth above. Such notice of withdrawal must set forth the
name of the tendering Warrant holder, the name of the registered holder if
different from that of the Warrant holder, the number of Warrants (and, if
available, the certificate numbers) and the amount of the payment to be
withdrawn. All questions as to the validity (including time of receipt) or
notices of withdrawal will be determined by the Company, whose determination
shall be final and binding. All Warrants and payments withdrawn in the manner
specified above will not be considered to have been duly exercised.
Delivery of Common Stock and Series A Warrants
Upon the terms and subject to the conditions of this Exchange Offer,
delivery of the Common Stock and Series A Warrants in exchange for the Warrants
and cash payments validly tendered and accepted by the Company will be made as
soon as practicable after the Expiration Date. It is anticipated that the
certificates for the Shares of Common Stock and Series A Warrants will be mailed
within three business days of the Expiration Date. All deliveries will be made
through the Warrant Agent.
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
outstanding Common Stock can elect all directors.
Holders of Common Stock are entitled to receive such dividends as
may be declared by the Board of Directors out of funds legally available
therefor and, in the event of liquidation, to share pro rata in any distribution
of 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,
redemption, 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 issuable upon the exercise of the Series A
Warrants will be, upon issuance, fully paid and non-assessable.
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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 takeover 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. All Preferred
Shares were convertible 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 were offered for public sale by means of a separate Registration
Statement.
See "Dilution and Comparative Share Data" for information concerning
the Company's Series B and Series C Preferred Stock.
Publicly Traded Warrants
In connection with the Company's February, 1992 public offering, the
Company issued 5,175,000 Warrants. Every five Warrants entitle the holder to
purchase one share of the Company's Common Stock at a price of $6.00 per share
prior to February 7, 1998. The Warrants were issued pursuant to the terms of a
Warrant Agreement between the Company and American Securities Transfer & Trust,
Inc. (the "Warrant Agent"). The Company has authorized and reserved for issuance
l,035,000 shares of Common Stock issuable upon the exercise of the Warrants.
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 current 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 preceding 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 exercised 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.
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1. Holders of the Warrants may sell the Warrants rather than
exercise them. However, there can be no assurance that a market will 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
discretion 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.
Series A Warrants
Each Series A Warrant entitles the holder to purchase one share of
the Company's Common Stock at a price of $18.00 per share at any time prior to
February 7, 2000. The Company, upon 30-days notice, may accelerate the
expiration date of the Series A Warrants, provided, however, that at the time
the Company gives such notice of acceleration (1) the Company has in effect a
current registration statement covering the shares of Common Stock issuable upon
the exercise of the Series A Warrants and (2) at any time during the 30 day
period preceding 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 Series A
Warrants not exercised within the 30-day period will expire.
Other provisions of the Series A Warrants are set forth below. This
information is subject to the provisions of the Warrant Certificate representing
the Warrants.
1. Holders of the Series A 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 Series A Warrants.
2. Unless exercised within the time provided for exercise, the
Series A Warrants will automatically expire.
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3. The exercise price of the Series A Warrants may not be increased
during the term of the Series A Warrants, but the exercise price may be
decreased at the discretion of the Company's Board of Directors by giving each
Series A Warrant holder notice of such decrease. The exercise period for the
Series A Warrants may be extended by the Company's Board of Directors giving
notice of such extension to each Series A Warrant holder of record.
4. There is no minimum number of shares which must be purchased upon
exercise of the Series A Warrants.
5. The holders of the Series A 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 Series A 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 Series A Warrants will not be entitled
to participate in the distribution of the Company's assets.
Transfer Agent
American Securities Transfer & Trust, Inc., of Denver, Colorado, is
the transfer agent and registrar for the Company's Common Stock and Warrants.
EXPERTS
The financial statements incorporated by reference in this
prospectus by reference from the Company's Annual Report on Form l0-K have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
report which is incorporated herein, and have been so incorporated in reliance
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
entitled 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
Company has been informed that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Act and is therefore unenforceable.
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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 Company 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 Statement,
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, 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, Illinois 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.
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No dealer, salesman or other person has been authorized to give any
information or to make any representations, other than those contained in this
Prospectus. Any information or representation not contained in this Prospectus
must not be relied upon as having been authorized by 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 ........................................... 5
Risk Factors ................................................. 10
Use of Proceeds............................................... 14
Dilution and Comparative Share Data .......................... 14
Market for the Company's Common Stock......................... 18
Plan of Distribution ......................................... 17
Description of Securities .................................... 18
Experts ...................................................... 18
Indemnification .............................................. 18
Additional Information ....................................... 18
CEL-SCI CORPORATION
PROSPECTUS
November 14, 1997
