SEC Company Response from CEL SCI CORP (CVM) (CIK 0000725363) (CVM) — Mar 9, 2020
CEL SCI CORP (CVM) (CIK 0000725363)
Date: March 9, 2020 · CIK: 0000725363 · Accession: 0001004878-20-000038
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. 2 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 9, 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. 2 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 March 4, 2020.
The numbers below correspond to the paragraph numbers in the staff's comment letter.
<TABLE> <S> <C>
Page No.
1. Revisions have been made to the section of the prospectus entitled "Description of Common Stock" to address this comment. 5
2. The following has been added 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As noted above, if the three persons who exercised their warrants in February 2020 rescinded the exercise of these warrants, the Company would be required to pay these persons approximately $126,000.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
<PAGE>
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. 2
3.The shares issuable upon the exercise of the Series Y warrants have been removed from the registration statement. 6 </TABLE>
If you should have any questions concerning the foregoing, please do not hesitate to contact the undersigned.
Very Truly Yours,
HART & HART, LLC
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<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
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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 9, 2020
Irene Paik
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Re: CEL-SCI Corporation
Post-Effective Amendment No. 2 to Form S-1
File No. 333-229295
This office represents CEL-SCI Corporation (the "Company"). Post-Effective
Amendment No. 2 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 March 4, 2020.
The numbers below correspond to the paragraph numbers in the staff's
comment letter.
<TABLE>
<S> <C>
Page No.
1. Revisions have been made to the section of the prospectus entitled
"Description of Common Stock" to address this comment. 5
2. The following has been added 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
<PAGE>
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. 2
3.The shares issuable upon the exercise of the Series Y warrants have been
removed from the registration statement. 6
</TABLE>
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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