U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SEC File Number 0-11503
CUSIP Number 458-740-107
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
[X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR
For Period Ended: September 30, 1998
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Nothing in this Form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates: N/A
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Part I - Registrant Information
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Full Name of Registrant: Cel-Sci Corporation
Former Name if Applicable: N/A
Address of Principal Executive Office (Street and Number)
8229 Boone Blvd. #802
City, State and Zip Code
Vienna, VA 22182
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Part II - Rules 12b-25(b) and (c)
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If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed.
(Check box if appropriate)
[X] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, or transition report or
portion thereof will be filed on or before the fifteenth calendar day following
the prescribed due date; or the subject quarterly report or transition report on
Form l0-Q or portion thereof will be filed on or before the fifth calendar day
following the prescribed due date; and
[X] (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
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Part III - Narrative
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State below in reasonable detail the reasons why the Form 10-K, 20-F, 11-K,
10-Q, or N-SAR, or the transition report or portion thereof could not be filed
within the prescribed time period.
The Company has been advised by its accountants that additional time is
needed to compute earnings per share in accordance with APB 14, SFAS 128 and
EITF D-60. As a result additional time is needed to file the report.
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Part IV - Other Information
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(1) Name and telephone number of person to contact in regard to this
notification:
William T. Hart (303) 839-0061
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports
required under Section 13 or 15(d)
of the Securities Exchange Act of
1934 during the preceding l2 months
(or for such shorter period that
the registrant was required to file
such reports) been filed? If answer
is no, identify report(s). [X] Yes [ ] No
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(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included
in the subject report or portion thereof? [ ] Yes [X] No
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.
Cel-Sci Corporation
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: December 22, 1998 By /s/ Geert Kersten
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Geert Kersten, President
Cel-Sci Corporation
8229 Boone Blvd., Suite 802
Vienna, VA 22182
(703) 506-9460
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
Deloitte & Touche LLP
8201 Greenboro Drive
McLean, Virginia 22102-3810
December 23, 1998
Mr. Geert R. Kersten
Chief Executive Officer
CEL-SCI Corporation
8229 Boone Boulevard
Suite 802
Vienna, Virginia 22182
Dear Mr. Kersten:
This letter serves to confirm to you that it appears we will not be able to
complete our audit procedures and issue our audit report on the CEL-SCI
financial statements for the year ended September 30, 1998 without
unreasonable effort and expense.
Sincerely,
/s/ Gary H. Tabach
Gary H. Tabach
Partner
