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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. 2)
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* ) $4,960 )
( $24,800,000 ) )
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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 statement number, or the
Form or Schedule and the date of its filing.
Amounts Previously Paid: $8,567
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.
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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.
Between January 9, 1998 and February 17, 1998 the holders of the
Company's outstanding Warrants were given the opportunity to purchase one share
of the Company's Common Stock and one Series A Warrant for $6.00 (the "Exchange
Offer"). The Series A Warrant, allows the holder to purchase one additional
share of the Company's Common Stock for $10.00 at any time prior to February 7,
2000.
During the period of the Exchange Offer, 582,025 warrants were
tendered, the Company received proceeds of approximately $698,000 and a total of
116,405 Series A Warrants were issued to the warrant holders participating in
the Exchange Offer.
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. (Previously filed)
Prospectus supplement dated January 27, 1998
(f) None.
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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
February 27, 1998 By: /s/ Geert R. Kersten
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Geert R. Kersten
Chief Executive Officer
