CEL SCI CORP — Annual Report 2016

Dec 15, 2016

10-K/A 1 cvm_10k.htm AMENDMENT NO.1 TO ANNUAL REPORT Document created using Blueprint(R) - powered by Issuer Direct - www.issuerdirect.com Copyright 2016 Issuer Direct Corporation Blueprint

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FORM 10-K/A

(Amendment No.1)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(Mark One)

(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended September 30, 2016.

OR

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___ to ____.

Commission file number 1-11889

| CEL-SCI
CORPORATION | |
| --- | --- |
| (Exact name of
registrant as specified in its charter) | |
| COLORADO | 84-0916344 |
| (State or other
jurisdiction of incorporation or organization) | (I.R.S. Employer
Identification No.) |
| 8229 Boone Blvd.,
Suite 802 | |
| Vienna,
Virginia | 22182 |
| (Address of
principal executive offices) | (Zip
Code) |

Registrant's telephone number, including area code: (703) 506-9460

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $.01 par value

Series S Warrants

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. [ ]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. [ ]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ] Accelerated filer [ X]

Non-accelerated filer [ ] (Do not check if a smaller reporting company) Smaller reporting company [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): [ ] Yes [X] No

The aggregate market value of the voting stock held by non-affiliates of the Registrant, based upon the closing sale price of the registrant’s common stock on March 31, 2016, as quoted on the NYSE MKT, was $60,807,407.

As of December 9, 2016, the Registrant had 188,724,407 issued and outstanding shares of common stock.

Documents Incorporated by Reference: None

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Explanatory Note

The purpose of the Amendment No. 1 on Form 10–K/A to CEL-SCI CORPORATION’s annual report of Form 10–K for the year ended September 30, 2016, filed with the Securities and Exchange Commission on December 14, 2016 (the “Form 10–K”), is solely to furnish Exhibit 101 to the Form 10–K in accordance with Rule 405 of Regulation S–T.

No other changes have been made to the Form 10–K. This Amendment No. 1 speaks as of the original filing date of the Form 10–K, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the original Form 10–K.

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ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

See the Financial Statements attached to this Report.

| Exhibits — 3(a) | Articles of
Incorporation | Incorporated by
reference to Exhibit 3(a) of CEL-SCI's combined Registration
Statement on Form S-1 and Post-Effective Amendment ("Registration
Statement"), Registration Nos. 2-85547-D and 33-7531. |
| --- | --- | --- |
| 3(b) | Amended
Articles | Incorporated by
reference to Exhibit 3(a) of CEL-SCI's Registration Statement on
Form S-1, Registration Nos. 2-85547-D and 33-7531. |
| 3(c) | Amended Articles
(Name change only) | Filed as Exhibit
3(c) to CEL-SCI's Registration Statement on Form S-1 Registration
Statement (No. 33-34878). |
| 3(d) | Bylaws | Incorporated by
reference to Exhibit 3(b) of CEL-SCI's Registration Statement on
Form S-1, Registration Nos. 2-85547-D and 33-7531. |
| 3(e) | Amended
Bylaws | Incorporated by
reference to Exhibit 3(ii) of CEL-SCI’s report on Form 8-K
dated March 16, 2015. |
| 4 | Shareholders Rights
Agreement, as Amended | Incorporated by
reference to Exhibit 4 filed with CEL-SCI’s 10-K report
for the year ended September 30, 2015. |
| 4(b) | Incentive Stock
Option Plan | Incorporated by
reference to Exhibit 4 (b) filed on September 25, 2012 with the
Company’s registration statement on Form S¬8 (File
number 333-184092. |
| 4(c) | Non-Qualified Stock
Option Plan | Incorporated by
reference to Exhibit 4 (b) filed on August 19, 2014 with the
Company’s registration statement on Form S¬8 (File
number 333-198244). |
| 4(d) | Stock Bonus
Plan | Incorporated by
reference to Exhibit 4 (d) filed on September 25, 2012 with the
Company’s registration statement on Form S¬8 (File
number 333-184092. |
| 4(e) | Stock Compensation
Plan | Incorporated by
reference to Exhibit 4 (e) filed on September 25, 2012 with the
Company’s registration statement on Form S¬8 (File
number 333-184092. |
| 4(f) | 2014 Incentive
Stock Bonus Plan | Filed with this
Amendment No. 2 to the Company’s annual report on Form 10-K
for the year ended September 30, 2014. |

| 10(f) | Securities Purchase
Agreement (together with schedule required by Instruction 2
to Item 601 of Regulation S-K) pertaining to Series K
notes and warrants, together with the exhibits to the Securities
Purchase Agreement | Incorporated by
reference to Exhibit 10 to CEL-SCI’s report on Form 8-K
dated August 4, 2006. |
| --- | --- | --- |
| 10(g) | Subscription
Agreement (together with Schedule required by Instruction 2
toItem 601 of Regulation S-K) pertaining to April 2007 sale of
20,000,000 shares of CEL-SCI’s common stock,
10,000,000 Series L warrants and 10,000,000 Series
M Warrants | Incorporated by
reference to Exhibit 10 of CEL-SCI’s report on Form 8-K
dated April 18, 2007 |
| 10(h) | Warrant Adjustment
Agreement with Laksya Ventures | Incorporated by
reference to Exhibit 10(i) of CEL-SCI’s report on Form
8-K dated August 3, 2010 |
| 10(l) | First Amendment to
Development Supply and Distribution Agreement with
Orient Europharma. | Incorporated by
reference to Exhibit 10(m) filed with CEL-SCI’s 10-K
report for the year ended September 30, 2010. |
| 10(m) | Exclusive License
and Distribution Agreement with Teva Pharmaceutical
Industries Ltd. | Incorporated by
reference to Exhibit 10(n) filed with CEL-SCI’s 10-K
report for the year ended September 30, 2010. |
| 10(n) | Lease
Agreement | Incorporated by
reference to Exhibit 10(o) filed with CEL-SCI’s 10-K
report for the year ended September 30, 2010. |
| 10(o) | Promissory Note
with Maximilian de Clara, together with Amendments 1 and
2 | Incorporated by
reference to Exhibit 10(p) filed with CEL-SCI’s 10-K
report for the year ended September 30, 2010. |
| 10(p) | Licensing Agreement
with Byron Biopharma | Incorporated by
reference to Exhibit 10(i) of CEL-SCI’s report on Form
8-K dated March 27, 2009 |
| 10(z) | Development, Supply
and Distribution Agreement with Orient Europharma | Incorporated by
reference to Exhibit 10(z) filed with CEL-SCI’s
report on Form 10-K for the year ended September 30,
2003. |
| 10(aa) | Securities Purchase
Agreement and form of the Series F warrants, which is and
exhibit to the Securities Purchase Agreement | Incorporated by
reference to Exhibit 10(aa) of CEL-SCI’s report on Form
8-K dated October 3, 2011. |
| 10(bb) | Placement Agent
Agreement | Incorporated by
reference to Exhibit 10(bb) of CEL-SCI’s report on Form
8-K dated October 3, 2011. |
| 10(cc) | Securities Purchase
Agreement, together with the form of the
Series H warrant, which is an exhibit to the securities Purchase
Agreement | Incorporated by
reference to Exhibit 10(cc) of CEL-SCI’s report on Form 8-K
dated January 25, 2012. |
| 10(dd) | Placement Agent
Agreement | Incorporated by
reference to Exhibit 10(dd) of CEL-SCI’s report on Form
8-K dated January 25, 2012. |

| 10(ee) | Warrant Amendment
Agreement, together with the form of the Series P warrant, which is
an exhibit to the Warrant Amendment Agreement | Incorporated by
reference to Exhibit 10(ee) of CEL-SCI’s report on Form
8-K dated February 10, 2012. |
| --- | --- | --- |
| 10(ff) | Placement Agent
Agreement | Incorporated by
reference to Exhibit 10(ff) of CEL-SCI’s report on Form
8-K dated February 10, 2012. |
| 10(gg) | Securities Purchase Agreement and
the form of the Series
Q warrant, which is
an exhibit to the Securities Purchase
Agreement | Incorporated by
reference to Exhibit 10(gg) of CEL-SCI’s report on Form
8-K dated June 18, 2012. |
| 10(hh) | Placement Agent
Agreement | Incorporated by
reference to Exhibit 10(hh) of CEL-SCI’s report on Form
8-K dated June 18, 2012. |
| 10
(ii) | Securities Purchase Agreement and
the form of the Series
R warrant, which is
an exhibit to the Securities Purchase
Agreement | Incorporated by
reference to Exhibit 10(ii) of CEL-SCI’s report on Form
8-K dated December 5, 2012. |
| 10
(jj) | Placement Agent
Agreement | Incorporated by
reference to Exhibit 10(jj) of CEL-SCI’s report on
Form 8-K dated December 5, 2012. |
| 10
(nn) | Underwriting
Agreement, together with the form of Series S warrant which is an
exhibit to the underwriting agreement | Incorporated by
reference to Exhibit 1.1 of CEL-SCI’s report on Form 8-K
dated October 8, 2013. |
| 10
(oo) | Underwriting
Agreement, together with the form of Series S warrant which is an
exhibit to the underwriting agreement | Incorporated by
reference to Exhibit 1.1 of CEL-SCI’s report on Form 8-K
dated December 19, 2013. |
| 10
(pp) | Underwriting
Agreement, together with the form of Series T warrant which is an
exhibit to the warrant agent agreement | Incorporated by
reference to Exhibit 1.1 of CEL-SCI’s report on Form 8-K
dated April 15, 2014. |
| 10
(qq) | Underwriting
Agreement, together with the form of Series S warrant which is an
exhibit to the warrant agent agreement | Incorporated by
reference to Exhibit 1.1 of CEL-SCI’s report on Form 8-K
dated October 23, 2014. |
| 10
(rr) | Assignment and
Assumption Agreement with Teva Pharmaceutical Industries, Ltd. and
GCP Clinical Studies, Ltd. | Incorporated by
reference to Exhibit 10(rr) of CEL-SCI’s report on Form
10-K/A report for the year ended September 30, 2014 dated
April 17, 2015. |
| 10
(ss) | Service Agreement
with GCP Clinical Studies, Ltd., together with Amendment 1
thereto* | Incorporated by
reference to Exhibit 10(ss) of CEL-SCI’s first amendment to
its Form 10-K report for the year ended September 30, 2014
dated April 17, 2015. |
| 10
(tt) | Joinder Agreement
with PLIVA Hrvatska d.o.o. | Incorporated by
reference to Exhibit 10(tt) of CEL-SCI’s first amendment to
its Form 10-K report for the year ended September 30, 2014
dated April 17, 2015. |
| 10
(uu) | Master Service
Agreement with Ergomed Clinical Research, Ltd., and
Clinical Trial Orders thereunder | Incorporated by
reference to Exhibit 10(uu) of CEL-SCI’s first amendment to
its Form 10-K report for the year ended September 30, 2014
dated April 17, 2015. |

| 10
(vv) | Co-Development and
Revenue Sharing Agreement with Ergomed Clinical Research Ltd.,
dated April 19, 2013, as amended | Incorporated by
reference to Exhibit 10(vv) of CEL-SCI’s first amendment to
its Form 10-K report for the year ended September 30, 2014
dated April 17, 2015. |
| --- | --- | --- |
| 10
(ww) | Co-Development and
Revenue Sharing Agreement II: Cervical Intraepithelial
Neoplasia in HIV/HPV co-infected women, with Ergomed Clinical
Research Ltd., dated October 10, 2013, as amended | Incorporated by
reference to Exhibit 10(ww) of CEL- first amendment to its Form
10-K report for the year ended September 30, 2014 dated April
17, 2015. |
| 10
(xx) | Co-Development and
Revenue Sharing Agreement III: Anal warts and anal intraepithelial
neoplasia in HIV/HPV co-infected patients, with Ergomed Clinical
Research Ltd., dated October 24, 2013 | Incorporated by
reference to Exhibit 10(xx) of CEL-SCI’s first amendment to
its Form 10-K report for the year ended September 30, 2014
dated April 17, 2015. |
| 10
(yy) | Master Services
Agreement with Aptiv Solutions, Inc. | Incorporated by
reference to Exhibit 10(yy) of CEL-SCI’s first amendment to
its Form 10-K report for the year ended September 30, 2014
dated April 17, 2015. |
| 10
(zz) | Project Agreement
Number 1 with Aptiv Solutions, Inc. together with Amendments 1 and
2 thereto* | Incorporated by
reference to Exhibit 10(zz) of CEL-SCI’s first amendment to
its Form 10-K report for the year ended September 30, 2014
dated April 17, 2015. |
| 10
(aaa) | Second Amendment to
Development Supply and Distribution Agreement with Orient
Europharma | Incorporated by
reference to Exhibit 10(aaa) of CEL-SCI’s first amendment to
its Form 10-K report for the year ended September 30, 2014
dated April 17, 2015. |
| 10
(bbb) | Amended and
Restated Promissory Note with Maximilian de Clara | Incorporated by
reference to Exhibit 10(bbb) of CEL-SCI’s report on Form
10-K/A report for the year ended September 30, 2014 dated
April 17, 2015. |
| 10
(ccc) | Placement Agent
Agreement dated May 22, 2015 by and among
CEL-SCI Corporation and Dawson James Securities, Inc. | Incorporated by
reference to Exhibit 1.1 of CEL-SCI’s report on Form 8-K
filed on May 26, 2015. |
| 10
(ddd) | Warrant Agent
Agreement (as amended), Series V
warrants | Incorporated by
reference to Exhibit 10 (ccc) of CEL-SCI’s report on Form 8-K
filed on May 29, 2015. |
| 10
(eee) | Assignment of
Proceeds and Investment Agreement between CEL-SCI Corporation and
Lake Whillans Vehicle 1. | Incorporated by
reference to Exhibit 10 (ddd) of CEL-SCI’s report on Form 8-K
filed on October 16, 2015. |
| 10
(fff) | Placement Agent
Agreement dated October 22, 2015 by and among CEL-SCI Corporation
and Dawson James Securities, Inc. | Incorporated by
reference to Exhibit 1.1 of CEL-SCI’s report on Form 8-K
filed on October 23, 2015. |
| 10
(ggg) | Warrant Agent
Agreement, Series W warrants | Incorporated by
reference to Exhibit 10 (eee) of CEL-SCI’s report on Form 8-K
filed on October 23, 2015. |

| 10
(iii) | Amendment to
Co-Development and Revenue Sharing Agreement
with Ergomed Clinical Research, Ltd.,
dated September 15, 2015 | Incorporated by
reference to Exhibit 10 (iii) filed with CEL-SCI’s 10-K
report for the year ended September 30, 2015. |
| --- | --- | --- |
| 10
(jjj) | Securities Purchase
Agreement | Incorporated by
reference to Exhibit 10(jjj) of CEL-SCI’s report on Form 8-K
dated May 19, 2016. |
| 10
(kkk) | Securities Purchase
Agreement | Incorporated by
reference to Exhibit 10(kkk) of CEL-SCI’s report on Form 8-K
dated August 24, 2016. |
| 10
(lll) | Termination
Agreement with Maximilian de Clara | Incorporated by
reference to Exhibit 10(lll) of CEL-SCI’s report on Form 8-K
dated September 2, 2016. |
| 10
(mmm) | Employment
Agreement with Geert Kersten (2016-2019) | Incorporated by
reference to Exhibit 10(mmm) of CEL-SCI’s report on Form 8-K
dated September 2, 2016. |
| 10
(nnn) | Employment
Agreement with Patricia Prichep (2016-2019) | Incorporated by
reference to Exhibit 10(nnn) of CEL-SCI’s report on Form 8-K
dated September 2, 2016. |
| 10
(000) | Employment
Agreement with Eyal Taylor (2016-2019) | Incorporated by
reference to Exhibit 10(ooo) of CEL-SCI’s report on Form 8-K
dated September 2, 2016. |
| 23.1 | Consent of BDO USA,
LLP | |
| 31 | Rule 13a-14(a)
Certifications | |
| 32 | Section 1350
Certifications | |

| 101.INS | XBRL
Instance Document. |
| --- | --- |
| 101.SCH | XBRL Taxonomy
Extension Schema Document. |
| 101.CAL | XBRL Taxonomy
Calculation Linkbase Document. |
| 101.LAB | XBRL Taxonomy Label
Linkbase Document. |
| 101.PRE | XBRL Taxonomy
Presentation Linkbase Document.** |
| 101.DEF | XBRL
Taxonomy |

*

Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the Commission under Rule 24b-2 of the Securities Exchange Act of 1934. The omitted confidential material has been filed separately with the Commission. The location of the omitted confidential information is indicated in the exhibit with asterisks (*)

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SIGNATURES

In accordance with Section 13 or 15(a) of the Securities Exchange Act of 1934, the Registrant has caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized on the 15 th day of December 2016.

CEL-SCI CORPORATION
By:	/s/ Geert
R. Kersten
	Geert R.
Kersten , Chief Executive Officer

Pursuant to the requirements of the Securities Act of l934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Geert R.
Kersten	Chief Executive,
Principal
Geert R.
Kersten	Accounting,
Principal Financial
	Officer and a
Director	December
15, 2016
/s/ Alexander G.
Esterhazy	Director	December
15, 2016
Alexander G.
Esterhazy
/s/Peter R.
Young	Director	December
15, 2016
Dr. Peter R.
Young
/s/ Bruno
Baillavoine	Director	December
15, 2016

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