SEC Company Response from CEL SCI CORP (CVM) (CIK 0000725363) (CVM) — Feb 25, 2020
CEL SCI CORP (CVM) (CIK 0000725363)
Date: Feb. 25, 2020 · CIK: 0000725363 · Accession: 0001004878-20-000030
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-229295, 333-233379
Referenced dates: February 14, 2020
Letter
Re: CEL-SCI Corporation Post-Effective Amendment No. 1 to Form S-1 Filed February 21, 2020 File No. 333-229295
HART & HART, LLC ATTORNEYS AT LAW 1624 Washington Street Denver, CO 80203 William T. Hart, P.C. ________ harttrinen@aol.com Will Hart (303) 839-0061 Fax: (303) 839-5414
February 24, 2020
Irene Paik Securities and Exchange Commission 100 F Street, NE Washington, DC 20549
This office represents CEL-SCI Corporation (the "Company"). Post-Effective Amendment No. 1 to the Company's Registration Statement on Form S-1 (333-229295) has been filed with the Commission. The following are the Company's responses to the comments received by the staff by letter dated February 14, 2020. Although the February 14, 2020 comment letter pertained to a registration statement that has been withdrawn (333-233379), the staff's comments are applicable to the above-captioned registration statement and were considered when the registration was filed on February 21, 2020.
The numbers below correspond to the paragraph numbers in the staff's comment letter.
<TABLE> <S> <C> <C> Page No. </TABLE>
1. The number of shares which are being registered on the cover page has been revised
2. The explanatory note has been changed to state that the purpose of the Post-Effective Amendment is to update the originally filed registration statement with the Company's September 30, 2019 and December 31, 2019 financial statements. Accordingly, the Company is not relying on Rule 429 in connection with the Post-Effective Amendment.
The Company's Registration Statement to which this Post-Effective Amendment relates was declared effective by the Securities and Exchange Commission on February 13, 2019. That registration statement, at the time it became effective, incorporated by reference the Company's financial statements for the year ended September 30, 2018. Pursuant to ss.10(a)(3) of the Securities Act of 1933, the prospectus pertaining to that registration statement could not be used after February 1, 2020. However, after February 1, 2020 the Company inadvertently issued 44,065 shares of its common stock upon the exercise of warrants held by four persons listed in the
<PAGE>
"Selling Shareholders" section of the prospectus. The Company has advised the holders of 20,000 shares received on the exercise of the warrants that they should not sell their shares until the Post-Effective Amendment has been declared effective by the Commission. The other 24,065 shares were sold prior to the time the Company was able to advise the holders of these shares that they should not sell their shares.
3. Revisions have been made to the section of the prospectus entitled "Description of Common Stock" to address this comment.
4. Revisions have been made to the section of the prospectus entitled "Description of Common Stock" to address this comment.
If you should have any questions concerning the foregoing, please do not hesitate to contact the undersigned.
Very Truly Yours,
HART & HART, LLC
Show Raw Text
<DOCUMENT>
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<TEXT>
HART & HART, LLC
ATTORNEYS AT LAW
1624 Washington Street
Denver, CO 80203
William T. Hart, P.C. ________ harttrinen@aol.com
Will Hart (303) 839-0061
Fax: (303) 839-5414
February 24, 2020
Irene Paik
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Re: CEL-SCI Corporation
Post-Effective Amendment No. 1 to Form S-1
Filed February 21, 2020
File No. 333-229295
This office represents CEL-SCI Corporation (the "Company"). Post-Effective
Amendment No. 1 to the Company's Registration Statement on Form S-1 (333-229295)
has been filed with the Commission. The following are the Company's responses to
the comments received by the staff by letter dated February 14, 2020. Although
the February 14, 2020 comment letter pertained to a registration statement that
has been withdrawn (333-233379), the staff's comments are applicable to the
above-captioned registration statement and were considered when the registration
was filed on February 21, 2020.
The numbers below correspond to the paragraph numbers in the staff's
comment letter.
<TABLE>
<S> <C> <C>
Page
No.
</TABLE>
1. The number of shares which are being registered on the cover page has
been revised
2. The explanatory note has been changed to state that the purpose of the
Post-Effective Amendment is to update the originally filed
registration statement with the Company's September 30, 2019 and
December 31, 2019 financial statements. Accordingly, the Company is
not relying on Rule 429 in connection with the Post-Effective
Amendment.
The Company's Registration Statement to which this Post-Effective
Amendment relates was declared effective by the Securities and
Exchange Commission on February 13, 2019. That registration statement,
at the time it became effective, incorporated by reference the
Company's financial statements for the year ended September 30, 2018.
Pursuant to ss.10(a)(3) of the Securities Act of 1933, the prospectus
pertaining to that registration statement could not be used after
February 1, 2020. However, after February 1, 2020 the Company
inadvertently issued 44,065 shares of its common stock upon the
exercise of warrants held by four persons listed in the
<PAGE>
"Selling Shareholders" section of the prospectus. The Company has
advised the holders of 20,000 shares received on the exercise of the
warrants that they should not sell their shares until the
Post-Effective Amendment has been declared effective by the
Commission. The other 24,065 shares were sold prior to the time the
Company was able to advise the holders of these shares that they
should not sell their shares.
3. Revisions have been made to the section of the prospectus entitled
"Description of Common Stock" to address this comment.
4. Revisions have been made to the section of the prospectus entitled
"Description of Common Stock" to address this comment.
If you should have any questions concerning the foregoing, please do not
hesitate to contact the undersigned.
Very Truly Yours,
HART & HART, LLC
/s/ William T. Hart
By
William T. Hart
</TEXT>
</DOCUMENT>