cvm_10ka.htm
FORM 10-K/A
(amendment no. 2)
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)

þ
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended September 30, 2014.

OR
 
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from _________ to __________.

Commission file number 1-11889
 
 
CEL-SCI CORPORATION
(Exact name of registrant as specified in its charter)
 
COLORADO   84-0916344
(State or other jurisdiction of incorporation or organization)    (I.R.S. Employer Identification No.)
 
8229 Boone Blvd., Suite 802
Vienna, Virginia
   22182
(Address of principal executive offices)   (Zip Code)
 
Registrant's telephone number, including area code: (703) 506-9460
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
 
Common Stock, $.01 par value Series S Warrants
(Title of Class)
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. o

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ  No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ  No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein,  and will not be contained,  to the best of Registrant's  knowledge,  in definitive proxy or information  statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer o Accelerated filer  þ
Non-accelerated filer o Smaller reporting company o
(Do not check if a smaller reporting company)       
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): o Yes  þ No

The aggregate market value of the voting stock held by non-affiliates of the Registrant, based upon the closing sale price of the registrant’s common stock on March 31, 2014, as quoted on the NYSE MKT, was $86,967,791.

As of December 11, 2014, the Registrant had 91,345,536 issued and outstanding shares of common stock.

Documents Incorporated by Reference:   None
 
 
 
 
 
 
EXPLANATORY NOTE

This Amendment No. 2 on Form 10-K/A (Amendment No. 2) is being filed to amend CEL-SCI’s Annual Report on Form 10-K for the fiscal year ended September 30, 2014 (the “Original Filing”) filed with the U.S. Securities and Exchange Commission on December 23, 2014, and Amendment No. 1 to the Form 10-K (Amendment No. 1) filed on April 17, 2015.  The purpose of this Amendment No. 2 is to:

●  
Revise Item 15; and
 
●  
file Exhibit 4(f) which was previously incorporated by reference.

Since there have been no changes to the other parts of the 10-K or the financial statements included in the Original Filing or Amendment No. 1, only Item 15 and the new exhibit are filed as part of this Amendment No. 2.

 
 
 
 
 
ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)           See the Financial Statements attached to this Report.
 
Exhibits        
         
3(a)
  
Articles of Incorporation
  
Incorporated by reference to Exhibit 3(a) of CEL-SCI's combined Registration Statement on Form S-1 and Post-Effective Amendment ("Registration Statement"), Registration Nos. 2-85547-D and 33-7531.
         
3(b)
  
Amended Articles
  
Incorporated by reference to Exhibit 3(a) of CEL-SCI's Registration Statement on Form S-1, Registration Nos. 2-85547-D and 33-7531.
         
3(c)
  
Amended Articles (Name change only)
  
Filed as Exhibit 3(c) to CEL-SCI's Registration Statement on Form S-1 Registration Statement (No. 33-34878).
         
3(d)
  
Bylaws
  
Incorporated by reference to Exhibit 3(b) of CEL-SCI's Registration Statement on Form S-1, Registration Nos. 2-85547-D and 33-7531.
         
3(e)   Amended Bylaws  
Incorporated by reference to Exhibit 3(ii) of CEL-SCI’s report on Form 8-K dated March 16, 2015.
         
4  
Shareholders Rights Agreement
  
Incorporated by reference to Exhibit 4 of CEL-SCI’S report on Form 8-K dated November 7, 2007.
         
4(b)  
Incentive Stock Option Plan
 
Incorporated by reference to Exhibit 4 (b) filed on September 25, 2012 with the Company’s registration statement on Form S¬8 (File number 333-184092.
         
4(c)  
Non-Qualified Stock Option Plan
 
Incorporated by reference to Exhibit 4 (b) filed on August 19, 2014 with the Company’s registration statement on Form S¬8 (File number 333-198244).
         
4(d)  
Stock Bonus Plan
 
Incorporated by reference to Exhibit 4 (d) filed on September 25, 2012 with the Company’s registration statement on Form S¬8 (File number 333-184092.
         
4(e)  
Stock Compensation Plan
  
Incorporated by reference to Exhibit 4 (e) filed on September 25, 2012 with the Company’s registration statement on Form S¬8 (File number 333-184092.
         
4(f)  
2014 Incentive Stock Bonus Plan
  
Filed with this Amendment No. 2 to the Company’s annual report on Form 10-K for the year ended September 30, 2014.
         
10(d)
  
Employment Agreement with Maximilian de Clara
  
Incorporated by reference to Exhibit 10(d) of CEL-SCI’s report on Form 8-K (dated April 21, 2005) and Exhibit 10(d) to CEL-SCI’s report on Form 8-K dated September 8, 2006.
 
 
3
 
 
         
10(f)
  
Securities Purchase Agreement (together with schedule required by Instruction 2 to Item 601 of Regulation S-K) pertaining to Series K notes and warrants, together with the exhibits to the Securities Purchase Agreement
  
Incorporated by reference to Exhibit 10 to CEL-SCI’s report on Form 8-K dated August 4, 2006.
         
10(g)
  
Subscription Agreement (together with Schedule required by Instruction 2 to Item 601 of Regulation S-K) pertaining to April 2007 sale of 20,000,000 shares of CEL-SCI’s common stock, 10,000,000 Series L warrants and 10,000,000 Series M Warrants
  
Incorporated by reference to Exhibit 10 of CEL-SCI’s report on Form 8-K dated April 18, 2007
         
10(h)
  
Warrant Adjustment Agreement with Laksya Ventures
  
Incorporated by reference to Exhibit 10(i) of CEL-SCI’s report on Form 8-K dated August 3, 2010
         
10(i)
  
Employment Agreement with Patricia Prichep (2013-2016)
  
Incorporated by reference to Exhibit 10(j) of CEL-SCI’s report on Form 8-K dated August 30, 2013
         
10(j)
  
Employment Agreement with Eyal Taylor (2013-2016)
  
Incorporated by reference to Exhibit 10(k) of CEL-SCI’s report on Form 8-K dated August 30, 2013.
         
10(k)
  
Amendment to Employment Agreement with Maximilian de Clara
  
Incorporated by reference to Exhibit 10(l) of CEL-SCI’s report on Form 8-K dated August 30, 2010 and Exhibit 10(l) of CEL-SCI’s report on Form 8-K dated August 30, 2013.
         
10(l)
  
First Amendment to Development Supply and Distribution Agreement with Orient Europharma.
 
Incorporated by reference to Exhibit 10(m) filed with CEL-SCI’s 10-K report for the year ended September 30, 2010.
         
10(m)
  
Exclusive License and Distribution Agreement with Teva Pharmaceutical Industries Ltd.
 
Incorporated by reference to Exhibit 10(n) filed with CEL-SCI’s 10-K report for the year ended September 30, 2010.
         
10(n)
  
Lease Agreement
 
Incorporated by reference to Exhibit 10(o) filed with CEL-SCI’s 10-K report for the year ended September 30, 2010.
         
10(o)
  
Promissory Note with Maximilian de Clara, together with Amendments 1 and 2
  
Incorporated by reference to Exhibit 10(p)  filed with CEL-SCI’s 10-K report for the year ended September 30, 2010.
         
10(p)
  
Licensing Agreement with Byron Biopharma
  
Incorporated by reference to Exhibit 10(i) of CEL-SCI’s report on Form 8-K dated March 27, 2009
         
10(q)
  
At Market Issuance Sales Agreement with McNicoll, Lewis & Vlak LLC
  
Incorporated by reference to Exhibit 10(r) filed with CEL-SCI’s 10-K report for the year ended September 30, 2010
         
10(z)
  
Development, Supply and Distribution Agreement with Orient Europharma
  
Incorporated by reference to Exhibit 10(z) filed with CEL-SCI’s report on Form 10-K for the year ended September 30, 2003.
         
10(za)
  
Employment Agreement with Geert Kersten.  Amendment to Employment Agreement
  
Incorporated by reference to Exhibit 10(za) to CEL-SCI’s report on Form 8-K dated September 1, 2011 and Exhibit 10(za) of CEL-SCI’s report on Form 8-K dated August 30, 2013.
         
10(aa)
  
Securities Purchase Agreement and form of the Series F warrants, which is and exhibit to the Securities Purchase Agreement
  
Incorporated by reference to Exhibit 10(aa) of CEL-SCI’s report on Form 8-K dated October 3, 2011.
 
 
4
 
 
         
10(bb)
  
Placement Agent Agreement
  
Incorporated by reference to Exhibit 10(bb) of CEL-SCI’s report on Form 8-K dated October 3, 2011.
 
10(cc)
  
Securities  Purchase Agreement,  together with  the form of the Series H warrant, which is an exhibit to the securities Purchase Agreement
  
Incorporated by reference to Exhibit 10(cc) of CEL-SCI’s report on Form 8-K dated January 25, 2012.
         
10(dd)
  
Placement Agent Agreement
  
Incorporated by reference to Exhibit 10(dd)  of CEL-SCI’s report on Form 8-K dated January 25, 2012.
         
10(ee)
  
Warrant Amendment Agreement, together with the form of the Series P warrant, which is an exhibit to the Warrant Amendment Agreement
  
Incorporated by reference to Exhibit 10(ee)  of CEL-SCI’s report on Form 8-K dated February 10, 2012.
         
10(ff)
  
Placement Agent Agreement
  
Incorporated by reference to Exhibit 10(ff)  of CEL-SCI’s report on Form 8-K dated February 10, 2012.
         
10(gg)
  
Securities  Purchase  Agreement  and the form of the  Series Q   warrant,  which is an  exhibit to the Securities Purchase Agreement
  
Incorporated by reference to Exhibit 10(gg)  of CEL-SCI’s report on Form 8-K dated June 18, 2012.
         
10(hh)
  
Placement Agent Agreement
  
Incorporated by reference to Exhibit 10(hh)  of CEL-SCI’s report on Form 8-K dated June 18, 2012.
         
10 (ii)
  
Securities  Purchase  Agreement  and the form of the  Series R   warrant,  which is an  exhibit to the Securities Purchase Agreement
  
Incorporated by reference to Exhibit 10(ii)  of CEL-SCI’s report on Form 8-K dated December 5, 2012.
         
10 (jj)
  
Placement Agent Agreement
  
Incorporated by reference to Exhibit 10(jj)  of CEL-SCI’s report on Form 8-K dated December 5, 2012.
         
10 (nn)
  
Underwriting Agreement, together with the form of Series S warrant which is an exhibit to the underwriting agreement
  
Incorporated by reference to Exhibit 1.1 of CEL-SCI’s report on Form 8-K dated October 8, 2013.
 
         
10 (oo)
  
Underwriting Agreement, together with the form of Series S warrant which is an exhibit to the underwriting agreement
  
Incorporated by reference to Exhibit 1.1 of CEL-SCI’s report on Form 8-K dated December 19, 2013.
         
10 (pp)
  
Underwriting Agreement, together with the form of Series T warrant which is an exhibit to the warrant agent agreement
  
Incorporated by reference to Exhibit 1.1 of CEL-SCI’s report on Form 8-K dated April 15, 2014.
 
         
10 (qq)
  
Underwriting Agreement, together with the form of Series S warrant which is an exhibit to the warrant agent agreement
  
Incorporated by reference to Exhibit 1.1 of CEL-SCI’s report on Form 8-K dated October 23, 2014.
         
10 (rr)
  
Assignment and Assumption Agreement with Teva Pharmaceutical Industries, Ltd. and GCP Clinical Studies, Ltd.
  
(1)
         
10 (ss)
  
Service Agreement with GCP Clinical Studies, Ltd., together with Amendment 1 thereto*
  
(1)
         
10 (tt)
  
Joinder Agreement with PLIVA Hrvatska d.o.o.
  
(1)
         
10 (uu)
  
Master Service Agreement with Ergomed Clinical Research, Ltd.,  and Clinical Trial Orders thereunder
  
(1)
 
 
5
 
 
10 (vv)
  
Co-Development and Revenue Sharing Agreement with Ergomed Clinical Research Ltd., dated April 19, 2013, as amended
  
(1)
         
10 (ww)
  
Co-Development and Revenue Sharing Agreement II:  Cervical Intraepithelial Neoplasia in HIV/HPV co-infected women, with Ergomed Clinical Research Ltd., dated October 10, 2013, as amended
  
(1)
         
10 (xx)
  
Co-Development and Revenue Sharing Agreement III: Anal warts and anal intraepithelial neoplasia in HIV/HPV co-infected patients, with Ergomed Clinical Research Ltd., dated October 24, 2013
  
(1)
         
10 (yy)
  
Master Services Agreement with Aptiv Solutions, Inc.
  
(1)
         
10 (zz)
  
Project Agreement Number 1 with Aptiv Solutions, Inc. together with Amendments 1 and 2 thereto*
  
(1)
         
10 (aaa)
  
Second Amendment to Development Supply and Distribution Agreement with Orient Europharma
  
(1)
         
10 (bbb)
  
Amended and Restated Promissory Note with Maximilian de Clara
  
(1)
         
 
Rule 13a-14(a) Certifications
    
         
 
Section 1350 Certifications
    
 
* Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the Commission under Rule 24b-2 of the Securities Exchange Act of 1934. The omitted confidential material has been filed separately with the Commission. The location of the omitted confidential information is indicated in the exhibit with asterisks (*)
 
1.
Filed on April 17, 2015 with the Company’s first amendment to its 10-K report for the year ended September 30, 2014.
 
 
6
 
 
SIGNATURES
 
In accordance with Section 13 or 15(a) of the Exchange Act, the Registrant has caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized on the 17th day of  July 2015.
 
 
CEL-SCI CORPORATION
  
       
 
By:
/s/ Maximilian de Clara  
   
Maximilian de Clara, President
  
       
       
 
Pursuant to the requirements of the Securities Act of l934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
 
Signature
  
Title
  
Date
         
/s/ Maximilian de Clara
  
Director
  
July  17, 2015
Maximilian de Clara
        
         
/s/ Geert R. Kersten
  
Chief Executive, Principal Accounting, Principal Financial Officer and a Director
  
July 17, 2015
Geert R. Kersten
        
         
/s/ Alexander G. Esterhazy
  
Director
  
July 17, 2015
Alexander G. Esterhazy
        
         
/s/ Dr. Peter R. Young
  
Director
  
July 17, 2015
Dr. Peter R. Young
        
 
 
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