As filed with the Securities and Exchange Commission on July , 1997.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
Registration Statement
Under
THE SECURITIES ACT OF 1933
CEL-SCI Corporation
(Exact name of registrant as specified in charter)
Colorado
(State or other jurisdiction of incorporation)
66 Canal Center Plaza, Suite 510
Alexandria, Virginia 223l4
84-09l6344 (703)549-5293
(IRS Employer I.D. (Address, including zip code, and telephone number
Number) including area of principal executive offices)
Geert Kersten
66 Canal Center Plaza, Suite 510
Alexandria, Virginia 223l4
(703) 549-5293
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
Copies of all communications, including all communications sent to the
agent for service, should be sent to:
William T. Hart, Esq.
Hart & Trinen
1624 Washington Street
Denver, Colorado 80203
(303) 839-0061
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date
of this Registration Statement
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
Page 1 of Pages
Exhibit Index Begins on Page
<PAGE>
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Title of each Proposed Proposed
Class of Maximum Maximum
Securities Securities Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Unit (1) Price Fee
- ---------- ---------- ---------- ---------- -------
Common Stock (2) 240,000 $3.69 $885,600 $306
Total 240,000 $885,600 $306
(1) Offering price computed in accordance with Rule 457(c). (2) Shares of Common
Stock are offered as by Selling Shareholders.
The registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of l933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
PROSPECTUS
CEL-SCI CORPORATION
240,000 Shares of Common Stock
This Prospectus relates to the sale by the Company of up to 240,000
shares of Common Stock by the holders of certain options granted by the Company.
The options were issued by the Company to public relations consultants
in consideration for services provided to the Company. The options are
exercisable at prices ranging between $3.50 and $4.50 per share and expire
between October l997 and April l998.
The holders of the options, to the extent they exercise the options and
receive shares of Common Stock, are sometimes referred to in this Prospectus as
the "Selling Shareholders". The Selling Shareholders may resell the shares they
acquire by means of this Prospectus from time to time in the public market. The
Company will not receive any proceeds from the resale of the shares by the
Selling Shareholders. The Selling Shareholders have advised the Company that
they will offer the shares through broker/dealers at market prices with
customary commissions being paid by the Selling Shareholders. The costs of
registering the shares offered by the Selling Shareholders are being paid by the
Company. The Selling Shareholders will pay all other costs of the sale of the
shares offered by them. See "Comparative Share Data" and "Selling Shareholders".
THESE SECURITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK AND
SHOULD BE PURCHASED ONLY BY PERSONS WHO CAN AFFORD TO LOSE THEIR ENTIRE
INVESTMENT. FOR A DESCRIPTION OF CERTAIN IMPORTANT FACTORS THAT SHOULD BE
CONSIDERED BY PROSPECTIVE INVESTORS, SEE "RISK FACTORS" BEGINNING ON PAGE 10 OF
THIS PROSPECTUS 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.
On , 1997 the closing price of the Company's Common Stock and Warrants
on the American Stock Exchange were $ and $ respectively.
The Date of this Prospectus is July , 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 Ex-
change Commission (the "Commission"). Copies of any such reports, proxy state-
ments 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,
<PAGE>
New York 10048) and Chicago (Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511). Copies of such material can
be obtained from the Public Reference Section of the Commission at its office in
Washing- ton, D.C. 20549 at prescribed rates. Certain information concerning the
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 Units 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 From 10-Q for the six months ending March
31, 1997.
(3) The Company's Proxy Statement relating to the 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.
<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 patients. 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 tuberculosis treatments and/ or
vaccines against various diseases. Present target diseases are herpes, malaria
and tuberculosis.
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
May l995, the U.S. Food and Drug Administration (FDA) authorized the export of
the Company's MULTIKINE drug to Canada for purposes of this study.
In February 1996 the FDA authorized the Company to conduct two human
clinical studies using MULTIKINE and focusing on prostate and head and neck
cancer. The prostate study is being conducted at Jefferson Hospital in
Philadelphia, Pennsylvania and will involve up to 15 prostate cancer patients
who
<PAGE>
have failed on hormonal therapy. The head and neck cancer study will involve up
to 30 cancer patients who have failed using conventional therapies. The head and
neck cancer study in the U.S. is being conducted in conjunction with the
Company's Canadian head and neck cancer study.
Viral Technologies, Inc. ("VTI"), a wholly-owned subsidiary of the
Company, is engaged in the development of a possible treatment/vaccine for AIDS.
VTI's technology may also have application in the treatment of AIDS-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.
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 $35,100,000 at March 31, 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
<PAGE>
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 915,271 shares of
the Company's common stock.
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 1981, 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
<PAGE>
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 trans- action
are being offered to the public by means of this Prospectus. See "Selling
Shareholder".
Executive Offices
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
Securities Offered: Up to 240,000 shares of Common Stock by the
holders of certain options granted by the Company.
The options were issued by the Company to public
relations consultants in consideration for services
provided to the Company. The options are exercisable
at prices ranging between $3.50 and $4.50 per share
and expire between October l997 and April l998. The
holders of the options, to the extent they exercise
the options and receive shares of Common Stock, are
sometimes referred to in this Prospectus as the
"Selling Shareholders". The Company will not receive
any proceeds from the sale of the shares offered by
the Selling Shareholders. See "Selling Shareholders".
Common Stock Outstanding: As of June 30, 1997, the Company had 10,383,071
shares of Common Stock issued and outstanding. See
"Comparative Share Data", "Selling Share- holders" and
"Description of Securities".
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."
<PAGE>
AMEX Symbols: Common Stock: HIV
Warrants: HIV WS
Summary Financial Data
For the Years Ended September 30,
-------------------------------------------------
1996 1995 1994 1993 1992
----- ------ ------ ------ ------
Investment Income &
Other Revenues $ 322,370 $ 423,765 $624,670 $997,964 $434,180
Expenses:
Research and
Development 3,471,477 1,824,661 2,896,109 1,307,042 481,697
Depreciation
and
Amortization 290,829 262,705 138,755 55,372 33,536
General and
Administrative 2,882,958 1,713,912 1,621,990 1,696,119 1,309,475
Equity in loss
of joint
venture 3,772 501,125 394,692 344,423 260,388
--------- --------- ------- ------- -------
Net Loss $(6,326,666) $(3,878,638) $(4,426,876) $(2,404,992) $(1,650,916)
========== ========== ========== ========== ==========
Loss per
common share $(0.98) $(0.89) $(1.06) $(0.58) $(0.42)
Weighted average
common shares
outstanding 6,425,316 4,342,628 4,185,240 4,155,431 3,953,233
Balance Sheet Data
September 30,
1996 1995 1994 1993 1992
------ ------ ------ ------ -----
Working Capital$10,266,104 $3,983,699 $5,795,191 $10,296,472 $13,043,012
Total Assets 11,878,370 6,359,011 8,086,670 11,633,090 13,769,504
Current
Liabilities 274,410 491,860 472,040 505,699 405,228
Long Term and Other
Liabilities 19,638 1,025,118 935,562 182,532 61,858
Total
Liabilities 294,048 1,516,978 1,407,602 688,231 467,086
Shareholders'
Equity 11,584,322 4,842,033 6,679,068 10,944,859 13,302,4l8
No common stock dividends have been declared by the Company since its inception.
<PAGE>
RISK FACTORS
An investment in the Company's Securities involves a high degree of
risk. Prospective investors are advised that they may lose all or part of their
investment. Prospective investors should carefully review the following risk
factors.
Lack of Revenues and History of Loss. The Company has had only limited
revenues since it was formed in 1983. Since the date of its formation and
through March 31, 1997, the Company has incurred net losses of approximately
$35,100,000. 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 of public and private sales
of securities to finance its activities to date. All of the Company's potential
products are in the early stages of development, and any commercial sale of
these products will be many years away. Accordingly, the Company 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 subsidiary 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
<PAGE>
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.
Dependence on Others to Manufacture Product. The Company has an
agreement with an unrelated corporation for the production, until 1997, of
MULTIKINE for research and testing purposes. At present, this is the Company's
only source of MULTIKINE. If this corporation could not, for any reason, supply
the Company with MULTIKINE, the Company estimates that it would take
approximately six to ten months to obtain supplies of MULTIKINE under an
alternative manufacturing arrangement. The Company does not know what cost it
would incur to obtain this alternative source of supply.
Technological Change. The biomedical field in which the Company is
involved is undergoing rapid and significant technological change. The
successful development of therapeutic agents and diagnostic products from the
compounds, compositions and processes licensed to the Company, through Company
financed research or as a result of possible licensing arrangements with
pharmaceutical or other companies, will depend on its ability to be in the
technological forefront of this field. There can be no assurance that the
Company will achieve or maintain such a competitive position or that other
technological developments will not cause the Company's proprietary technologies
to become uneconomical or obsolete.
Certain of the Company's products, as well as certain technology
relating to such products, are covered by U.S. and foreign patents licensed to
the Company. There is no assurance that any pending patent applications or any
patent applications which may be filed in the future will result in the issuance
of any patents. Furthermore, there is no assurance as to the breadth and degree
of protection any issued patents might afford the owners of the patents and the
Company. Disputes may arise between the owners of the patents or the Company and
others as to the scope, validity and ownership rights of these or other patents.
Any defense of the patents could prove costly and time consuming and there can
be no assurance that the Company or the owners of the pa- tents 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.
Patents. Since 1983 the Company has filed applications for United
States and foreign patents covering certain aspects of the technology. As of the
date of this Prospectus nine patents have been issued in the United States and
three patents have been issued in Europe. There is no assurance that the
applications still pending 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
<PAGE>
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 uni-
versities, 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 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 patent will expire in the year 2000. Since the Company's IND application
relating to MULTIKINE has only recently been cleared by the FDA, and since the
Company does not know if it will ever be able to sell Multikine on a commercial
basis, the Company cannot predict what effect the expiration of this patent will
have on the Company. Notwithstanding the above, the Company believes that later
issued patents will protect the technology associated with Multikine past the
year 2000.
Product Liability. Although the Company has product liability insurance
for its MULTIKINE and HGP-30 vaccines, the successful prosecution of a product
liability case against the Company could have a materially adverse effect upon
its business if the amount of any judgment exceeds the Company's insurance
coverage.
Dependence on Management and Scientific Personnel. The Company is
dependent for its success on the continued availability of its executive
officers. The loss of the services of any of the Company's executive officers
could have an adverse effect on the Company's business. The Company does not
carry key man life insurance on any of its officers. The Company's future
success will also depend upon its ability to attract and retain qualified
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
<PAGE>
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 "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.
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 "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.
COMPARATIVE SHARE DATA
As of June 30, 1997, the present shareholders of the Company owned
10,383,071 shares of Common Stock, which had a net tangible book value of
approximately $0.85 per share. The following table illustrates the comparative
stock ownership of the other stockholders of the Company, as compared to the
investors in this Offering, assuming all shares offered are sold.
<PAGE>
Shares outstanding (1) 10,383,071
Shares offered by Selling Shareholders (2) 240,000
Net tangible book value per share $0.85
Equity ownership by present shareholders
after this offering 97.7%
Equity ownership by investors in this Offering 2.3%
(1) Amount excludes shares which may be issued upon the exercise and/or
conversion of options, warrants and other convertible securities previously
issued by the Company. See table below.
(2) See "Selling Shareholders".
The purchasers of the securities offered by this Prospectus will suffer
an immediate dilution if the price paid for the securities offered is greater
than the net tangible book value of the Company's Common Stock.
"Net tangible book value per share" is the amount that results from
dividing (i) the Company's total tangible assets less total liabilities, by (ii)
the total outstanding shares of the Company's Common Stock. Tangible assets
exclude deposits and patent costs. "Dilution" is the difference between the
price paid for the Company's Common Stock and the Company's net tangible book
value per share immediately after the Offering.
The following table reflects the 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.
Number of Note
Shares Reference
Outstanding as of June 30, 1997 10,383,071
Other Shares Which May Be Issued:
Shares issuable upon exercise of
Series A and Series B Warrants 759,526 A
Shares issuable upon exercise of warrants
held by former holders of the
Company's Series B Preferred Stock. 99,750 B
Shares issuable upon exercise of warrants
issued to Selling Agent, or its assigns,
in connection with the Company's June
and September 1995 Private Offerings 16,120 C
<PAGE>
Number of Note
Shares Reference
Other Shares Which May Be Issued:
Shares issuable upon exercise of warrants
issued to Selling Agent, or its assigns,
in connection with the Company's August
1996 Private Offering 15,355 D
Shares issuable upon exercise of
warrants sold in Company's 1992
Public Offering 1,035,000 E
Shares issuable upon exercise of
options granted to Company's officers,
directors, employees and consultants 1,669,050 F
----------
Shares outstanding (as adjusted) 13,977,872
==========
A. 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 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 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. By means of a separate Registration
Statement, the shares issuable upon the conversion of the Series C
Preferred Shares and the exercise of the Warrants are being offered for
public sale. As of June 30, 1997 all shares of the Series C Preferred
Stock had been converted into 9l5,271 shares of the Company's common stock.
B. 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 85% 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
<PAGE>
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.
C. In connection with the Company's June and September l995 Private
Offerings, Neidiger/Tucker/Bruner, Inc., the Sales Agent for these
offerings, received a commission, a non-accountable expense allowance and
warrants to purchase (i) 57,500 shares of the Company's Common Stock at
$2.00 per share, (ii) 57,500 shares at $2.40 per share, and (ii) an
additional 115,000 shares at $3.25 per share. Prior to the date of this
Prospectus the Sales Agent (and/or its assigns) collectively exercised
Warrants pertaining to 213,880 shares of the Company's Common Stock. By
means of a separate Registration Statement, the shares of Common Stock
issuable upon the exercise of the remaining Warrants issued to the Sales
Agent have been registered for public sale.
D. In connection with the Company's August l996 Private Offering, Shoreline
Pacific Institutional Finance, the Sales Agent for such offering, received a
commission plus warrants to purchase 15,355 shares of the Company's Common
Stock at $6.51 per share. By means of a separate Registration Statement, the
shares of Common Stock issuable upon the exercise of the Warrants issued to
the Sales Agent (or its assigns) have been registered for public sale.
E. See "Description of Securities".
F. The options are exercisable at prices ranging from $2.38 to $19.70 per
share. The Company may also grant options to purchase 300,907 additional
shares under its Incentive Stock Option and Non-Qualified Stock Option
Plans.
SELLING SHAREHOLDERS
This Prospectus relates to the sale by the Company of up to 240,000
shares of Common Stock by the holders of certain options granted by the Company.
The options were issued by the Company to public relations consultants in
consideration for services provided to the Company. The options are
<PAGE>
exercisable at prices ranging between $3.50 and $4.50 per share and expire
between October l997 and April l998. The holders of the options, to the extent
they exercise the options and receive shares of Common Stock, are sometimes
referred to in this Prospectus as the "Selling Shareholders". The Company will
not receive any proceeds from the resale of the shares by the Selling
Shareholders. The costs of registering the shares offered by the Selling
Shareholders are being paid by the Company. The Selling Shareholders will pay
all other costs of the sale of the shares offered by them.
Shares to Owner-
Shares be Sold ship
Presently in this After
Name of Selling Shareholders Owned Offering (1) Offering
- ---------------------------- --------- --------- --------
Waterton Group, LLC. - 40,000 -
Appleby Partners - 100,000 -
Cooke Capital Management, Ltd. - l00,000 -
(1) Assumes all shares owned by the Selling Shareholders are sold to the public
by means of this Prospectus.
The shares of Common Stock owned, or which may be acquired, by the
Selling Shareholders may be offered and sold by means of this Prospectus from
time to time as market conditions permit in the over-the-counter market, or
otherwise, at prices and terms then prevailing or at prices related to the
then-current market price, or in negotiated transactions. These shares may be
sold by one or more of the following methods, without limitation: (a) a block
trade in which a broker or dealer so engaged will attempt to sell the shares as
agent but may position and resell a portion of the block as principal to
facilitate the transaction; (b) purchases by a broker or dealer as principal and
resale by such broker or dealer for its account pursuant to this Prospectus; (c)
ordinary brokerage transactions and transactions in which the broker solicits
purchasers; and (d) face-to-face transactions between sellers and purchasers
without a broker/dealer. In effecting sales, brokers or dealers engaged by the
Selling Shareholders may arrange for other brokers or dealers to participate.
Such brokers or dealers may receive commissions or discounts from the Selling
Shareholders in amounts to be negotiated.
The Selling Shareholders and any broker/dealers who act in connection
with the sale of the Shares hereunder may be deemed to be "underwriters" within
the meaning of ss.2(11) of the Securities Acts of 1933, and any commissions
received by them and profit on any resale of the Shares as principal might be
deemed to be underwriting discounts and commissions under the Securities Act.
The Company has agreed to indemnify the Selling Shareholders and any securities
broker/dealers who may be deemed to be underwriters against certain liabilities,
including liabilities under the Securities Act as underwriters or other wise.
The Company has advised the Selling Shareholders that they and any
securities broker/dealers or others who may be deemed to be statutory
underwriters will be subject to the Prospectus delivery requirements under the
Securities Act of 1933. The Company has also advised the Selling Shareholder
<PAGE>
that's in the event of a "distribution" of the shares owned by the Selling
Shareholders, such Selling Shareholders, any "affiliated purchasers", and any
broker/dealer or other person who participates in such distribution may be
subject to Rule 10b-6 under the Securities Exchange Act of 1934 ("1934 Act")
until their participation in that distribution is completed. A "distribution" is
defined in Rule 10b-6 as an offering of securities "that is distinguished from
ordinary trading transactions by the magnitude of the offering and the presence
of special selling efforts and selling methods". The Company has also advised
the Selling Shareholders that Rule 10b-7 under the 1934 Act prohibits any
"stabilizing bid" or "stabilizing purchase" for the purpose of pegging, fixing
or stabilizing the price of the Common Stock in connection with this offering.
Rule 10b-6 makes it unlawful for any person who is participating in a
distribution to bid for or purchase stock of the same class as is the subject of
the distribution. If Rule 10b-6 applies to the offer and sale of any of the
Shares, then participating broker/dealers will be obligated to cease
market-making activities nine business days prior to their participation in the
offer and sale of such Shares and may not recommence market-making activities
until their participation in the distribution has been completed. If Rule 10b-6
applies to one or more of the principal market-makers in the Company's Common
Stock, the market price of such stock could be adversely affected.
DESCRIPTION OF SECURITIES
Common Stock
The Company is authorized to issue 100,000,000 shares of Common Stock,
(the "Common Stock"). Holders of Common Stock are each entitled to cast one vote
for each share held of record on all matters presented to shareholders.
Cumulative voting is not allowed; hence, the holders of a majority of the out-
standing Common Stock can elect all directors.
Holders of Common Stock are entitled to receive such dividends as may
be declared by the Board of Directors out of funds legally available therefor
and, in the event of liquidation, to share pro rata in any distribution of the
Company's assets after payment of liabilities. The board is not obligated to
declare a dividend. It is not anticipated that dividends will be paid in the
foreseeable future.
Holders of Common Stock do not have preemptive rights to subscribe to
additional shares if issued by the Company. There are no conversion, 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 offered as a component of the Units will be, upon
issuance, fully paid and non-assessable.
Preferred Stock
The Company is authorized to issue up to 200,000 shares of Preferred
Stock. The Company's Articles of Incorporation provide that the Board of
Directors has the authority to divide the Preferred Stock into series and,
within the limitations provided by Colorado statute, to fix by resolution the
<PAGE>
voting power, designations, preferences, and relative participation, special
rights, and the qualifications, limitations or restrictions of the shares of any
series so established. As the Board of Directors has authority to establish the
terms of, and to issue, the Preferred Stock without shareholder approval, the
Preferred Stock could be issued to defend against any attempted take- over of
the Company.
In May 1996 the Company sold 3,500 shares of its Series A Preferred
Stock (the "Preferred Shares") for $3,500,000 or $1,000 per share. 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 are being offered for public sale by means of a separate registration
statement.
See "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 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.
1. Holders of the Warrants may sell the Warrants rather than exercise
them. However, there can be no assurance that a market will develop or continue
as to the Warrants.
2. Unless exercised within the time provided for exercise, the Warrants
will automatically expire.
3. The exercise price of the Warrants may not be increased during the
term of the Warrants, but the exercise price may be decreased at the 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
<PAGE>
by the Company's Board of Directors giving notice of such extension to each
Warrant holder of record.
4. There is no minimum number of shares which must be purchased upon
exercise of the Warrants.
5. The holders of the Warrants in certain instances are protected
against dilution of their interests represented by the underlying shares of
Common Stock upon the occurrence of stock dividends, stock splits,
reclassifications, and mergers.
6. The holders of the Warrants have no voting power and are not
entitled to dividends. In the event of a liquidation, dissolution, or winding up
of the Company, holders of the Warrants will not be entitled to participate in
the distribution of the Company's assets.
Transfer Agent
American Securities Transfer, Inc., of Denver, Colorado, is the
transfer agent for the Company's Common Stock.
LITIGATION
In February 1996 the Company filed a lawsuit against ImmunoRx and Dr.
John Hadden for contract breach, tortious interference of contract and patent
infringement concerning the Company's MULTIKINE drug. The lawsuit, filed in the
U.S. District Court for the Middle District of Florida, seeks damages and the
termination of certain research and clinical studies being conducted by ImmunoRx
and Dr. Hadden. From 1984 to 1992, Dr. Hadden consulted with the Company,
performed research on MULTIKINE and manufactured MULTIKINE for the Company's
head and neck cancer study in Florida. In early 1993, Dr. Hadden signed a
separation agreement with the Company acknowledging the Company's ownership of
both MULTIKINE and the research results. The Company has learned that Dr. Hadden
and ImmunoRx are apparently making copies of MULTIKINE, in contravention of the
separation agreement and the patents covering MULTIKINE, and have begun clinical
studies in a foreign country using a copy of MULTIKINE. See "Business Compounds
and Processes Licensed to the Company".
EXPERTS
The financial statements by reference from the Company's annual report
on Form 10-K incorporated by reference in this prospectus 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 account-
ing 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
<PAGE>
from his own misconduct or negligence in performance of his duty. In addition,
even a director, officer, employee, or agent of the Company who was found liable
for misconduct or negligence in the performance of his duty may obtain such
indemnification if, in view of all the circumstances in the case, a court of
competent jurisdiction determines such person is fairly and reasonably en-
titled to indemnification. Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers, or
persons controlling the Company pursuant to the foregoing provisions, the
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.
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, and at the Northeast Regional Office, 7 World
Trade Center, 13th Floor, New York, New York 10048 and the Midwest Regional
Office, Suite 1400, 500 West Madison Street, Chicago, 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.
<PAGE>
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 ........................................... 3
Risk Factors ................................................. 10
Comparative Share Data ....................................... 14
Selling Shareholders ......................................... 17
Description of Securities .................................... 19
Litigation ................................................... 21
Experts ...................................................... 21
Indemnification .............................................. 21
Additional Information ....................................... 21
Common Stock
CEL-SCI CORPORATION
PROSPECTUS
<PAGE>
PART II
Information Not Required in Prospectus
Item 14. Other Expenses of Issuance and Distribution.
SEC Filing Fee $306
NASD Filing Fee 653
Blue Sky Fees and Expenses 100
Printing and Engraving Expenses 100
Legal Fees and Expenses 20,000
Accounting Fees and Expenses 3,000
Transfer Agent Fees -
Miscellaneous Expenses 5,841
------
TOTAL $30,000
All expenses other than the S.E.C. and NASD filing fees are
estimated.
Item 25. Indemnification of Officers and Directors.
It is provided by Section 7-109-102 of the Colorado Revised Statutes
and the Company's Bylaws that the Company may indemnify any and all of its
officers, directors, employees or agents or former officers, directors,
employees or agents, against expenses actually and necessarily incurred by them,
in connection with the defense of any legal proceeding or threatened legal
proceeding, except as to matters in which such persons shall be determined to
not have acted in good faith and in the best interest of the Company.
Item 16. Exhibits
3(a) Articles of Incorporation Incorporated by reference to Exhibit
3(a) of the Company's combined
Registration Statement on Form S-1 and
Post-Effective Amendment ("Registration
Statement"), Registration Nos. 2-85547-D
and 33-7531.
(b) Amended Articles Incorporated by reference to Exhibit
3(a) of the Company's Registration
Statement on Form S-1, Registration
Nos. 2-85547-D and 33-7531.
(c) Amended Articles Filed as Exhibit 3(c) to the
Company's (Name change only)
Registration Statement on Form S-1
Registration Statement (No. 33-34878).
(d) Bylaws Incorporated by reference to Exhibit
3(b) of the Company's Registration
Statement on Form S-1, Registration
Nos. 2-85547-D and 33-7531.
II-1
<PAGE>
4(a) Specimen copy of Incorporated by reference to
Exhibit Stock Certificate 4(a) of the
Company's Registration Statement on Form S-1,
Registration Nos. 2-85547-D and 33-7531.
(c) Form of Common Stock Incorporated by
reference to Exhibit Purchase Warrant 4(c)
filed as an exhibit to the Company's
Registration Statement on Form S-1
(Registration No. 33-43281).
5. Opinion of Counsel
10(e) Employment Agreement with Filed with Amendment Number 1 to
Geert Kersten the Company's Registration
Statement on Form S-1
(Commission File Number 33- 43281).
23(a) Consent of Hart & Trinen ---------------------
(b) Consent of Deloitte &
Touche LLP ---------------------
24. Power of Attorney Included as part of signature page.
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement.
(i) To include any Prospectus required by Section l0(a)(3) of
the Securities Act of l933;
(ii) To reflect in the Prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement, including
(but not limited to) any addition or deletion of a managing underwriter.
II-2
<PAGE>
(2) That, for the purpose of determining any liability under the
Securities Act of l933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
Insofar as indemnification for liabilities arising under the Securities
Act of l933 may be permitted to directors, officers and controlling per- sons of
the Registrant, the Registrant has been advised 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. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling per-
son in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-3
<PAGE>
POWER OF ATTORNEY
The registrant and each person whose signature appears below hereby
authorizes the agent for service named in this Registration Statement, with full
power to act alone, to file one or more amendments (including post-effective
amendments) to this Registration Statement, which amendments may make such
changes in this Registration Statement as such agent for service deems
appropriate, and the Registrant and each such person hereby appoints such agent
for service as attorney-in-fact, with full power to act alone, to execute in the
name and in behalf of the Registrant and any such person, individually and in
each capacity stated below, any such amendments to this Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of l933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Alexandria, State of Virginia, on the 14th day of
July, 1997.
CEL-SCI CORPORATION
By: /s/ Maximilian de Clara
MAXIMILIAN DE CLARA, PRESIDENT
Pursuant to the requirements of the Securities Act of l933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Maximilian de Clara Director and Principal July l4, 1997
MAXIMILIAN DE CLARA Executive Officer
/s/ Geert R. Kersten Director, Principal July l4, 1997
- ------------------------
GEERT R. KERSTEN Financial Officer
and Chief Executive
Officer
/s/ Mark V. Soresi Director July l4, 1997
MARK V. SORESI
/s/ F. Donald Hudson Director July l4, 1997
F. DONALD HUDSON
<PAGE>
July l5, 1997
CEL-SCI Corporation
66 Canal Center Plaza
Suite 510
Alexandria, Virginia 22314
This letter will constitute an opinion upon the legality of the sale by certain
Selling Shareholders, of up to 240,000 shares of Common Stock, all as referred
to in the Registration Statement on Form S-3 filed by the Company with the
Securities and Exchange Commission.
We have examined the Articles of Incorporation, the Bylaws and the minutes of
the Board of Directors of the Company and the applicable laws of the State of
Colorado, and a copy of the Registration Statement. In our opinion, the shares
of Common Stock to be sold by certain Selling Shareholders have been lawfully
issued and such shares are fully paid and non-assessable shares of the Company's
Common Stock.
Very truly yours,
HART & TRINEN
William T. Hart
<PAGE>
CONSENT OF ATTORNEYS
Reference is made to the Registration Statement of CEL-SCI Corporation, whereby
certain Selling Shareholders propose to sell up to 240,000 shares of the
Company's Common Stock. Reference is also made to Exhibit 5 included in the
Registration Statement relating to the validity of the securities proposed to be
sold.
We hereby consent to the use of our opinion concerning the validity of the
securities proposed to be issued and sold.
Very truly yours,
HART & TRINEN
William T. Hart
Denver, Colorado
July l5 1997
<PAGE>
INDEPENDANT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
relating to 140,000 shares of common stock of CEL-SCI Corporation on Form S-3 of
our report dated November 27, 1996, appearing in the Annual Report on Form
10-K/A of CEL-SCI Corporation for the year ended September 30, 1996 and to the
reference to us under the heading "Experts" in the Prospectus, which is part of
this Registration Statement.
DELOITTE & TOUCHE LLP
Washington, DC
July 7, 1997
