SEC Company Response from CEL SCI CORP (CVM) (CIK 0000725363) (CVM) — Mar 4, 2020
CEL SCI CORP (CVM) (CIK 0000725363)
Date: March 4, 2020 · CIK: 0000725363 · Accession: 0001004878-20-000036
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-229295
Referenced dates: March 4, 2020
Letter
Re: CEL-SCI Corporation Post-Effective Amendment No. 1 to Form S-1 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
March 4, 2020
Irene Paik Securities and Exchange Commission 100 F Street, NE Washington, DC 20549
This office represents CEL-SCI Corporation (the "Company"). With respect to the staff's letter dated March 4, 2020, we propose to add the following to the section of the prospectus entitled "Recent Developments".
"In February 2020 we issued 44,065 shares of our common stock to three persons upon the exercise of warrants which had exercise prices between $2.24 and $3.60 per share. However, the 44,065 shares were not registered pursuant to Section 5 of the Securities Act of 1933 and no exemption from registration was available for the issuance of these shares. If the persons that exercised these warrants sought to rescind the exercise of the warrants we would have to pay these persons approximately $126,000."
As noted above, if the three persons who exercised their warrants in February 2020 rescinded the exercise of these warrants, the Company would be required to pay these persons approximately $126,000. In comparison, the Company, aside from other contractual obligations (employment contracts, remaining amounts which the Company estimates will be required to complete its Phase III clinical trial, etc.), is required to make lease payments on its manufacturing facility of approximately $150,000 per month. Accordingly, we do not believe that the potential payment of $126,000 to the persons who exercised their warrants in February 2020 is material and therefore disclosure of this potential payment is not required in the Company's annual report on Form 10-K for the year ended September 30, 2019.
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
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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
March 4, 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
File No. 333-229295
This office represents CEL-SCI Corporation (the "Company"). With respect to
the staff's letter dated March 4, 2020, we propose to add the following to the
section of the prospectus entitled "Recent Developments".
"In February 2020 we issued 44,065 shares of our common
stock to three persons upon the exercise of warrants which had
exercise prices between $2.24 and $3.60 per share. However, the
44,065 shares were not registered pursuant to Section 5 of the
Securities Act of 1933 and no exemption from registration was
available for the issuance of these shares. If the persons that
exercised these warrants sought to rescind the exercise of the
warrants we would have to pay these persons approximately
$126,000."
As noted above, if the three persons who exercised their warrants in
February 2020 rescinded the exercise of these warrants, the Company would be
required to pay these persons approximately $126,000. In comparison, the
Company, aside from other contractual obligations (employment contracts,
remaining amounts which the Company estimates will be required to complete its
Phase III clinical trial, etc.), is required to make lease payments on its
manufacturing facility of approximately $150,000 per month. Accordingly, we do
not believe that the potential payment of $126,000 to the persons who exercised
their warrants in February 2020 is material and therefore disclosure of this
potential payment is not required in the Company's annual report on Form 10-K
for the year ended September 30, 2019.
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>
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