SEC Comment Letter for CEL SCI CORP (CVM) (CIK 0000725363) (CVM) — Nov 2, 2009
CEL SCI CORP (CVM) (CIK 0000725363)
Date: Nov. 2, 2009 · CIK: 0000725363 · Accession: 0000000000-09-061909
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-161504
Letter
Mail Stop 4720 November 2, 2009 Mr. Geert Kersten Director, Principal Fi nancial and Accounting Officer and Chief Executive Officer Cel-Sci Corporation 8229 Boone Blvd. #802 Vienna, Virginia 22182 Re: Cel-Sci Corporation Amendment No. 2 to Registrati on Statement on Form S-3/A Filed October 19, 2009 File No. 333-161504 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. 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.
Amendment No. 2 to Registration Statement on Form S-3/A
Risk Factors
“Claims by the former holders of CEL-SCI’s Series K notes may potentially . . .”, page
1. We note your response to Comment 1 and reissue the Comment in part. Please expand this risk factor to discuss and quantify the reduced proceeds from the sale of Series K notes and warrants, if the Iri quois issue is not resolved in your favor and the warrants are exercised.
Mr. Geert Kersten Cel-Sci Corporation November 2, 2009 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 pursuant to delegated authority, declare the filing effective, it does no t foreclose the Commission from taking any action with respect to the filing;
• the action of the Commission or the st aff, 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 and the declaration of effectiveness as a defense in any pr oceeding 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 November 2, 2009 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. Please contact Rose Zukin at (202) 551-3239, Suzanne Hayes at (202) 551-3675, or me at (202) 551-3715 with any questions. S i n c e r e l y , J e f f r e y P . 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, CO 80203
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Mail Stop 4720 November 2, 2009 Mr. Geert Kersten Director, Principal Fi nancial and Accounting
Officer and Chief Executive Officer Cel-Sci Corporation 8229 Boone Blvd. #802 Vienna, Virginia 22182
Re: Cel-Sci Corporation
Amendment No. 2 to Registrati on Statement on Form S-3/A
Filed October 19, 2009
File No. 333-161504
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.
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.
Amendment No. 2 to Registration Statement on Form S-3/A
Risk Factors
“Claims by the former holders of CEL-SCI’s Series K notes may potentially . . .”, page
17
1. We note your response to Comment 1 and reissue the Comment in part. Please
expand this risk factor to discuss and quantify the reduced proceeds from the sale
of Series K notes and warrants, if the Iri quois issue is not resolved in your favor
and the warrants are exercised.
Mr. Geert Kersten
Cel-Sci Corporation
November 2, 2009 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 pursuant to delegated authority, declare the filing effective, it does no t foreclose the Commission from taking
any action with respect to the filing;
• the action of the Commission or the st aff, 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 and the declaration of
effectiveness as a defense in any pr oceeding 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 November 2, 2009 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.
Please contact Rose Zukin at (202) 551-3239, Suzanne Hayes at (202) 551-3675,
or me at (202) 551-3715 with any questions. S i n c e r e l y , J e f f r e y P . 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, CO 80203