SEC Comment Letter for CEL SCI CORP (CVM) (CIK 0000725363) (CVM) — Feb 25, 2013
CEL SCI CORP (CVM) (CIK 0000725363)
Date: Feb. 25, 2013 · CIK: 0000725363 · Accession: 0000000000-13-010425
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-11889
Letter
February 25 , 2013 Via E -mail Geert Kersten Chie f Executive Officer CEL -SCI Corporation 8229 Boone Blvd. #802 Vienna, Virginia 22182
Re: CEL -SCI Corporation Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A Filed February 15 , 2013 File No. 001-11889
Dear Mr. Kersten :
We have limited our review of Amendment N o. 1 to your proxy statement to th e issue we have addressed in our comment . Please respond to this letter by revising the proxy statement . Where you do not believe our comment applies to your facts and circumstances , please tell us why in your response.
After reviewing the information you provide in response to our comment , we may have additional comments.
1. We note that you are seeking approval to amend your Articles of Incorporation because they contain many obsolete and unnecessary provisions. Please revise your disclosure to desc ribe the specific changes to your Artic les of Incorporation.
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 the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. 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.
In responding to our comment, please provide a writt en statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the filing;
staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
Geert Kersten CEL -SCI Corporation February 25 , 2013 Page 2
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
You may contac t Johnny Gharib at (202) 551-3170 , Daniel Greenspan at (202) 551 -3623 or me at (202) 551 -3715 with any questions.
Sincerely,
/s/ Daniel Greenspan for
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February 25 , 2013 Via E -mail Geert Kersten Chie f Executive Officer CEL -SCI Corporation 8229 Boone Blvd. #802 Vienna, Virginia 22182 Re: CEL -SCI Corporation Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A Filed February 15 , 2013 File No. 001-11889 Dear Mr. Kersten : We have limited our review of Amendment N o. 1 to your proxy statement to th e issue we have addressed in our comment . Please respond to this letter by revising the proxy statement . Where you do not believe our comment applies to your facts and circumstances , please tell us why in your response. After reviewing the information you provide in response to our comment , we may have additional comments. 1. We note that you are seeking approval to amend your Articles of Incorporation because they contain many obsolete and unnecessary provisions. Please revise your disclosure to desc ribe the specific changes to your Artic les of Incorporation. 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 the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. 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. In responding to our comment, please provide a writt en statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and Geert Kersten CEL -SCI Corporation February 25 , 2013 Page 2 the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. You may contac t Johnny Gharib at (202) 551-3170 , Daniel Greenspan at (202) 551 -3623 or me at (202) 551 -3715 with any questions. Sincerely, /s/ Daniel Greenspan for Jeffrey P. Riedler Assistant Director cc: Via E -mail William T. Hart, Esq. Hart & Trinen 1624 Washington Street Denver, Colorado 80203