SEC Company Response from CEL SCI CORP (CVM) (CIK 0000725363) (CVM) — Sep 29, 2009
CEL SCI CORP (CVM) (CIK 0000725363)
Date: Sept. 29, 2009 · CIK: 0000725363 · Accession: 0001004878-09-000224
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-161504
Referenced dates: September 15, 2009
Letter
Re: Cel-Sci Corporation Registration Statement on Form S-3 File No. 333-161504
HART & TRINEN, LLP ATTORNEYS AT LAW 1624 Washington Street Denver, CO 80203 William T. Hart, P.C. ________ Email: harttrinen@aol.com Donald T. Trinen Facsimile: (303) 839-5414 (303) 839-0061
September 28, 2009
Rose Zukin Mailstop 4720 Securities and Exchange Commission 100 F Street, NE Washington, DC 20549
This office represents Cel-Sci Corporation (the "Company"). The Company's amended Registration Statement on Form S-3/A has been filed with the Commission. This letter provides the Company's responses to the comments received from the Staff by letter dated September 15, 2009. The paragraph numbers in this letter correspond with the numbered paragraphs in the Staff's comment letter. The number under the "Page Number" column indicates the page number in the S-3/A Registration Statement where the response to the comment can be found.
Page #
1. Shares outstanding as of August 24, 2009, the date the registration statement was filed: 161,143,498
Shares owned by affiliates as of August 24, 2009: (6,528,225) -----------
Shares owned by non-affiliates as of August 24, 2009: 154,615,273
Closing price of Company's common stock on August 3, 2009; $ 0.56 ------------ $ 86,584,552
2. Comment complied with. 3, 24, 25, 26
3. Comment complied with. However, Ascendiant has advised the Company that it will not short the Company's common stock during any pricing period. 11, 17
4. Section 8.7 of the Equity Line Agreement is governed by section 8.6 of the Agreement. Pursuant to Section 8.6, neither party may assign any rights or obligations under the agreement other than as a
<PAGE>
Page #
result of a merger. The Company understands that if Ascendiant is acquired in a merger the Company may not use the equity line. 24
Very Truly Yours,
HART & TRINEN, L.L.P.
Show Raw Text
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
HART & TRINEN, LLP
ATTORNEYS AT LAW
1624 Washington Street
Denver, CO 80203
William T. Hart, P.C. ________ Email: harttrinen@aol.com
Donald T. Trinen Facsimile: (303) 839-5414
(303) 839-0061
September 28, 2009
Rose Zukin
Mailstop 4720
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Re: Cel-Sci Corporation
Registration Statement on Form S-3
File No. 333-161504
This office represents Cel-Sci Corporation (the "Company"). The Company's
amended Registration Statement on Form S-3/A has been filed with the Commission.
This letter provides the Company's responses to the comments received from the
Staff by letter dated September 15, 2009. The paragraph numbers in this letter
correspond with the numbered paragraphs in the Staff's comment letter. The
number under the "Page Number" column indicates the page number in the S-3/A
Registration Statement where the response to the comment can be found.
Page #
1. Shares outstanding as of August 24, 2009, the date
the registration statement was filed: 161,143,498
Shares owned by affiliates as of August 24, 2009: (6,528,225)
-----------
Shares owned by non-affiliates as of August 24, 2009: 154,615,273
Closing price of Company's common stock on
August 3, 2009; $ 0.56
------------
$ 86,584,552
2. Comment complied with. 3, 24, 25, 26
3. Comment complied with. However, Ascendiant has
advised the Company that it will not short the
Company's common stock during any pricing period. 11, 17
4. Section 8.7 of the Equity Line Agreement is
governed by section 8.6 of the Agreement. Pursuant
to Section 8.6, neither party may assign any rights
or obligations under the agreement other than as a
<PAGE>
Page #
result of a merger. The Company understands that if
Ascendiant is acquired in a merger the Company may
not use the equity line. 24
Very Truly Yours,
HART & TRINEN, L.L.P.
By: /s/ William T. Hart
William T. Hart
WTH:tg
</TEXT>
</DOCUMENT>