SEC Comment Letter for CEL SCI CORP (CVM) (CIK 0000725363) (CVM) — May 8, 2007
CEL SCI CORP (CVM) (CIK 0000725363)
Date: May 8, 2007 · CIK: 0000725363 · Accession: 0000000000-07-023136
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-142565
Letter
Mail Stop 6010 May 8, 2007 Mr. Geert Kersten Chief Executive Officer and Principal Accounting Officer Cel-Sci Corporation 8229 Boone Boulevard, #802 McLean, Virginia 22182
Re: Cel-Sci Corporation Registration Statement on Form S-1 Filed May 2, 2007 File No. 333-142565
Dear Mr. Kersten:
We have limited our review of your filing to those issues we have addressed in our comments. Where indicated, we think you should revise your document in response to these comments. If you disagree, we w ill consider your explanation as to why our comment is inapplicable or a revision is unneces sary. Please be as detailed as necessary in your explanation. In some of our comme nts, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments. Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Part II Item 15. Recent sales of unregistered securities
Please provide the information requested by It em 701 of Regulation S- K. See Item 15 of Form S-1.
* * * * *
Mr. Geert Kersten Cel-Sci Corporation May 8, 2007 Page 2
As appropriate, please amend your regist ration statement in response to these comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cove r letter with your amendment that keys your responses to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under the Securities Act of 1933 and that they have provided all information investors require for an informed investment decision. Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the even t the company requests acceleration of the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:
should the Commission or the staff, acting purs uant to delegated authority, declare the filing effective, it does not foreclose th e Commission from taking any action with respect to the filing;
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
the company may not assert staff comments a nd the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
In addition, please be advi sed that the Division of En forcement has access to all information you provide to the staff of the Di vision of Corporation Finance in connection with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the registration statement as conf irmation of the fact that t hose requesting acceleration are aware of their respective re sponsibilities under the S ecurities Act of 1933 and the Securities Exchange Act of 1934 as they rela te to the proposed public offering of the securities specified in the above registration statement. We will act on the request and, pursuant to delegated authority, grant acce leration of the effective date.
Mr. Geert Kersten Cel-Sci Corporation May 8, 2007 Page 3 We direct your attention to Rules 46 0 and 461 regarding requesting acceleration of a registration statement. Please allow ad equate time after the filing of any amendment for further review before submitting a request for acceleration. Please provide this request at least two business days in a dvance of the requested effective date.
If you have any questions, please call J ohn L. Krug, Senior Counsel, at (202) 551- 3862, or me at (202) 551-3715.
S i n c e r e l y ,
J e f f r e y R i e d l e r A s s i s t a n t D i r e c t o r
cc: William T. Hart, Esq. Hart & Trinen 1624 Washington Street Denver, Colorado 80203
Show Raw Text
Mail Stop 6010
May 8, 2007
Mr. Geert Kersten
Chief Executive Officer and Principal Accounting Officer
Cel-Sci Corporation
8229 Boone Boulevard, #802
McLean, Virginia 22182
Re: Cel-Sci Corporation
Registration Statement on Form S-1
Filed May 2, 2007
File No. 333-142565
Dear Mr. Kersten:
We have limited our review of your filing to those issues we have addressed in
our comments. Where indicated, we think you should revise your document in response
to these comments. If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary. Please be as detailed as necessary
in your explanation. In some of our comme nts, we may ask you to provide us with
information so we may better understand your disclosure. After reviewing this
information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing. We look forward to working with you in these respects. We
welcome any questions you may have about our comments or any other aspect of our
review. Feel free to call us at the telephone numbers listed at the end of this letter.
Part II
Item 15. Recent sales of unregistered securities
Please provide the information requested by It em 701 of Regulation S- K. See Item 15 of
Form S-1.
* * * * *
Mr. Geert Kersten
Cel-Sci Corporation
May 8, 2007
Page 2
As appropriate, please amend your regist ration statement in response to these
comments. You may wish to provide us with marked copies of the amendment to
expedite our review. Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have provided all information investors require
for an informed investment decision. Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:
should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;
the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and
the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement. We will act on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
Mr. Geert Kersten
Cel-Sci Corporation
May 8, 2007
Page 3
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement. Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration. Please provide this
request at least two business days in a dvance of the requested effective date.
If you have any questions, please call J ohn L. Krug, Senior Counsel, at (202) 551-
3862, or me at (202) 551-3715.
S i n c e r e l y ,
J e f f r e y R i e d l e r
A s s i s t a n t D i r e c t o r
cc: William T. Hart, Esq.
Hart & Trinen
1624 Washington Street
Denver, Colorado 80203