CEL SCI CORP — Regulatory Filings 2020

Oct 30, 2020

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (date of earliest event reported): October 30, 2020

CEL SCI CORP

(Exact name of Registrant as specified in its charter)

Colorado	001-11889	84-0916344
(State
or other jurisdiction of incorporation)	(Commission
File No.)	(IRS
Employer Identification No.)

8229 Boone Blvd. , #802

Vienna , Virginia 22182

(Address of principal executive offices, including Zip Code)

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

N/A

(Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-14c))

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

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common
Stock	CVM	NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§203.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§204.12b-2 of this chapter.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 3.03. Material Modification to Rights of Security Holders

On October 30, 2020, the Board of Directors of CEL-SCI Corporation (the "Company") amended its Shareholder Rights Agreement, originally adopted on November 7, 2007, to provide that the Shareholder Rights Agreement will now expire on October 30, 2025. For a summary of the terms of the Shareholders Rights Agreement, see the section captioned "Description of Securities- Rights Agreement" in the Company's Registration Statement on Form S-3 filed with the Securities and Exchange Commission on August 3, 2018.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits

Exhibit Number	Exhibit Name	Description
4	Instruments Defining the Rights of Security Holders	Shareholder Rights Agreement (as amended)

SIGNATURES

anchor Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

| /s/ Geert
Kersten |
| --- |
| Geert
Kersten |
| Chief
Executive Officer |