SEC Comment Letter for CEL SCI CORP (CVM) (CIK 0000725363) (CVM) — Jul 8, 2015
CEL SCI CORP (CVM) (CIK 0000725363)
Date: July 8, 2015 · CIK: 0000725363 · Accession: 0000000000-15-035781
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-205444
Letter
July 8 , 2015 Via E -mail Geert Kersten Chief Executive Officer Cel-Sci Corporation 8229 Boone Blvd #802 Vienna, Virginia 22182
Re: Cel-Sci Corporation Registration Statement on Form S-3 Filed July 1 , 2015 File No. 333-205444
Dear Mr. Kersten :
We have limited our review of your registration statement to the resolution of your pending confidential treatment request and an outstanding comment on your Form 10 -K for the fiscal year ended September 30, 2014 . Please be advised that we will not be in a position to declare your registration statement effective until all outstanding comments, if any, on your request s for confidential treatment and the outstanding comment on your Form 10 -K have been cleared.
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 Securit ies Act of 193 3 and all applicable Securities 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.
Notwithstanding our comment , in the event you request acceleration of the effective date of the pending registration statement please provide a written statement from the company acknowledging that:
should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the 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 and the declaration of effecti veness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Geert Kersten Cel-Sci Corporation July 8 , 2015 Page 2
Please refer to Rules 460 and 461 regarding requests for acceleration . We will consider a written request for accelerat ion of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
Please co ntact J ohnny Ghari b at (202) 551 -3170 or me at (202) 551 -3715 with any questions.
Sincerely,
/s/ Bryan J. Pitko for
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July 8 , 2015 Via E -mail Geert Kersten Chief Executive Officer Cel-Sci Corporation 8229 Boone Blvd #802 Vienna, Virginia 22182 Re: Cel-Sci Corporation Registration Statement on Form S-3 Filed July 1 , 2015 File No. 333-205444 Dear Mr. Kersten : We have limited our review of your registration statement to the resolution of your pending confidential treatment request and an outstanding comment on your Form 10 -K for the fiscal year ended September 30, 2014 . Please be advised that we will not be in a position to declare your registration statement effective until all outstanding comments, if any, on your request s for confidential treatment and the outstanding comment on your Form 10 -K have been cleared. 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 Securit ies Act of 193 3 and all applicable Securities 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. Notwithstanding our comment , in the event you request acceleration of the effective date of the pending registration statement please provide a written statement from the company acknowledging that: should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the 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 and the declaration of effecti veness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Geert Kersten Cel-Sci Corporation July 8 , 2015 Page 2 Please refer to Rules 460 and 461 regarding requests for acceleration . We will consider a written request for accelerat ion of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please co ntact J ohnny Ghari b at (202) 551 -3170 or me at (202) 551 -3715 with any questions. Sincerely, /s/ Bryan J. Pitko for Jeffrey P. Riedler Assistant Director cc: Via E -mail William T. Hart , Esq. Hart & Trinen